Common use of No Conflicts; Consents Clause in Contracts

No Conflicts; Consents. (a) The execution, delivery and performance by each Liberty Party of this Agreement does not, and the consummation of the Transactions will not (with or without the giving of notice or lapse of time, or both), conflict with or result in any breach or violation of or default under, or give rise to a right of or result in a termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional or accelerated rights or entitlements of any Person under, or result in the creation of any Lien or Encumbrance upon any of the properties or assets of any Liberty Party under, any provision of (i) the Organizational Documents of any Liberty Party, (ii) any Contract, permit or franchise to which any Liberty Party is a party or by which any of their respective properties or assets is bound or is the beneficiary or (iii) any Judgment or any Applicable Law (including any applicable state takeover statute or other similar statute or regulation) applicable to any Liberty Party or their respective properties or assets, except that no representation or warranty is made herein with respect to (x) Applicable Laws of any jurisdiction located outside of the United States and the European Community ("Liberty Excluded Jurisdictions"), (y) in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, would not have a Liberty Material Adverse Effect and (z) the Articles of Association of multiThematiques (the "Articles of Association"), the multiThematiques Cooperation Agreement and the Option Agreements. (b) No material Consent of, or Filing with, any Governmental Entity is required to be obtained or made by or with respect to any Liberty Party in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions (provided, that no representation or warranty is made by a Liberty Party with respect to Consents from, or Filings with, any Governmental Entity in a Liberty Excluded Jurisdiction), other than (i) compliance with and filings under the HSR Act, the EC Merger Regulation and the merger regulations of individual countries in Europe, in each case if applicable, (ii) the filing of such reports as may be required under the securities laws of France, and with the SEC of such reports under Sections 13 and 16 of the Exchange Act, as may be required in connection with this Agreement, the Mergers and the other Transactions, (iii) the filing of the Certificates of Merger and the Certificate of Dissolution with the Secretary of State of the State of Delaware, (iv) compliance with and such filings as may be required under applicable environmental laws, (v) such filings as may be required in connection with any Taxes, (vi) filings with the Ministry of Economy of France in connection with the liquidation of a foreign investment and (vii) such other items (A) required solely by reason of the participation of the Universal Parties (as opposed to any third party) in the Transactions or (B) that, individually or in the aggregate, have not had and would not have a Liberty Material Adverse Effect.

No Conflicts; Consents. None of (a) The execution, execution and delivery and performance by each Liberty Party Seller of this Agreement; (b) the execution and delivery by Seller of each Ancillary Agreement does notto which it is, and the or is specified to be, a party; (c) consummation of the Transactions Acquisition and the other transactions contemplated hereby and thereby, nor (d) compliance by Seller with the terms hereof and thereof will not conflict with, or result in any violation of or default (with or without the giving of notice or lapse of time, or both), conflict with or result in any breach or violation of or default ) under, or give rise to a right of or result in a termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional or accelerated rights or entitlements of any Person under, or result in the creation of any Lien or Encumbrance upon any of the properties or assets of any Liberty Party Acquired Assets under, any provision of (i) the Organizational Documents certificate of any Liberty Partyincorporation or by-laws of Seller, (ii) any Contract, permit or franchise Contract to which any Liberty Party Seller is a party or by which any of their respective properties or assets the Acquired Assets is bound or is the beneficiary or (iii) any Judgment judgment, order or any decree (“Judgment”) or statute, law, ordinance, rule or regulation (“Applicable Law (including any applicable state takeover statute or other similar statute or regulationLaw”) applicable to any Liberty Party Seller or their respective properties or assetsthe Acquired Assets, except that no representation or warranty is made herein with respect to (x) Applicable Laws of any jurisdiction located outside of the United States and the European Community ("Liberty Excluded Jurisdictions")other than, (y) in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, would have not have had and could not reasonably be expected to a Liberty Material Adverse Effect and material adverse effect on (y) the Acquired Assets, or (z) the Articles ability of Association of multiThematiques (Seller to consummate the "Articles of Association"), the multiThematiques Cooperation Agreement Acquisition and the Option Agreements. other transactions contemplated hereby (ba “Seller Material Adverse Effect”). No consent, approval, license, permit, order, or authorization (“Consent”) No material Consent of, or Filing registration, declaration or filing with, any Federal, state, local, or foreign government or any court of competent jurisdiction, administrative agency or commission, or other governmental authority or instrumentality, domestic or foreign (a “Governmental Entity Entity”) is required to be obtained or made by or with respect to any Liberty Party Seller in connection with the execution, delivery delivery, and performance of this Agreement or any Ancillary Agreement or the consummation of the Transactions (provided, that no representation Acquisition or warranty is made by a Liberty Party with respect to Consents from, or Filings with, any Governmental Entity in a Liberty Excluded Jurisdiction)the other transactions contemplated hereby and thereby, other than (i) compliance with and filings under the HSR Act, the EC Merger Regulation and the merger regulations of individual countries in Europe, in each case if applicable, (iiSection 13(a) the filing of such reports as may be required under the securities laws of France, and with the SEC of such reports under Sections 13 and 16 of the Securities Exchange Act of 1934 (the “Exchange Act, as may be required in connection with this Agreement, the Mergers and the other Transactions, (iii) the filing of the Certificates of Merger and the Certificate of Dissolution with the Secretary of State of the State of Delaware, (iv) compliance with and such filings as may be required under applicable environmental laws, (v) such filings as may be required in connection with any Taxes, (vi) filings with the Ministry of Economy of France in connection with the liquidation of a foreign investment and (vii) such other items (A) required solely by reason of the participation of the Universal Parties (as opposed to any third party) in the Transactions or (B) that, individually or in the aggregate, have not had and would not have a Liberty Material Adverse Effect”).

No Conflicts; Consents. (a) The execution, execution and delivery and performance by the Company of each Liberty Party of this Transaction Agreement to which it is a party does not, and the consummation of the Merger and the other Transactions and compliance with the terms hereof and thereof will not not, conflict with, or result in any violation of or default (with or without the giving of notice or lapse of time, or both), conflict with or result in any breach or violation of or default ) under, or give rise to a right of or result in a termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional or accelerated rights or entitlements of any Person under, or result in the creation of any Lien or Encumbrance upon any of the properties or assets of any Liberty Party the Company or USPGI under, any provision of (i) the Organizational Documents Company Articles, the Company Operating Agreement or the comparable organizational documents of any Liberty PartyUSPGI, (ii) any contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract, permit or franchise ”) to which any Liberty Party the Company or USPGI is a party and in which the aggregate amount to be received or paid by which any of their respective properties or assets is bound or is the beneficiary Company exceeds $100,000 or (iii) subject to the filings and other matters referred to in Section 3.05(b), any Judgment judgment, order or any Applicable Law decree (including any applicable state takeover statute “Judgment”) or other similar statute statute, law, ordinance, rule or regulationregulation (“Law”) applicable to any Liberty Party the Company or USPGI or their respective properties or assets, except that no representation or warranty is made herein with respect to (x) Applicable Laws of any jurisdiction located outside of the United States and the European Community ("Liberty Excluded Jurisdictions"), (y) other than in the case of clauses (ii) and clause (iii) above, any such items that, individually or in the aggregate, would have not had and could not reasonably be expected to have a Liberty Company Material Adverse Effect and (z) the Articles of Association of multiThematiques (the "Articles of Association"), the multiThematiques Cooperation Agreement and the Option AgreementsEffect. (b) No material Consent consent, approval, license, permit, order or authorization (“Consent”) of, or Filing registration, declaration or filing with, any Federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a “Governmental Entity Entity”) is required to be obtained or made by or with respect to any Liberty Party the Company or USPGI in connection with the execution, delivery and performance of this any Transaction Agreement to which it is a party or the consummation of the Transactions (provided, that no representation or warranty is made by a Liberty Party with respect to Consents from, or Filings with, any Governmental Entity in a Liberty Excluded Jurisdiction)Transactions, other than (i) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), if applicable to the EC Merger Regulation and Transaction Agreement or the merger regulations of individual countries in Europe, in each case if applicableTransactions, (ii) the filing of such reports as may be required under the securities laws of France, and with the SEC of such reports under Sections 13 and 16 of the Exchange Act, as may be required in connection with this Agreement, the Mergers and the other Transactions, (iii) the filing of the Certificates Articles of Merger and the Certificate of Dissolution with the Secretary of State of the State of DelawareFlorida and appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business, (iviii) compliance with and such filings as may be required under applicable environmental lawsLaws, (viv) such filings as may be required in connection with any Taxesthe taxes described in Section 6.07, (vi) filings with the Ministry of Economy of France in connection with the liquidation of a foreign investment and (viiv) such other items (A) as may be required solely by reason of the participation of the Universal Parties Parent or Sub (as opposed to any third party) in the Transactions or Transaction and (Bvi) thatsuch other items, individually or in the aggregate, have as are not had and would not have a Liberty Material Adverse Effectmaterial to the consummation of the Transactions.

No Conflicts; Consents. (a) The execution, delivery and performance by each Liberty Universal Party of this Agreement does not, and the consummation of the Transactions will not (with or without the giving notice of notice or lapse of time, or both), conflict with or result in any breach or violation of or default under, or give rise to a right of or result in a termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional or accelerated rights or entitlements of any Person under, or result in the creation of any Lien or Encumbrance upon any of the properties or assets of any Liberty Universal Party under, any provision of (i) the Organizational Documents of any Liberty Universal Party, (ii) any Contract, permit or franchise to which any Liberty Universal Party is a party or by which any of their respective properties or assets is bound or is the beneficiary or (iii) any Judgment judgment, order, injunction, ruling or decree of any Governmental Entity (collectively, "Judgment") or any Applicable Law applicable statute (including including, without limitation, any applicable state takeover statute or other similar statute or regulation), law, ordinance, rule or regulation (collectively, "Applicable Law") applicable to any Liberty Universal Party or their respective properties or assets, except that no representation or warranty is made herein with respect to (x) Applicable Laws of any jurisdiction located outside of the United States and the European Community ("Liberty Universal Excluded Jurisdictions"), ) and (y) in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, would not have a Liberty Universal Material Adverse Effect and (z) the Articles of Association of multiThematiques (the "Articles of Association"), the multiThematiques Cooperation Agreement and the Option AgreementsEffect. (b) No material Consent consent, approval, license, permit, order or authorization (collectively, "Consent") of, or Filing registration, declaration or filing (collectively, "Filings") with, any Federal, state, local or foreign government or any court of competent jurisdiction, regulatory or administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (collectively, "Governmental Entity Entity"), is required to be obtained or made by or with respect to any Liberty Universal Party in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions (provided, that no representation or warranty is made by a Liberty Universal Party with respect to Consents from, or Filings with, any Governmental Entity in a Liberty Universal Excluded Jurisdiction), other than (i) compliance with and filings under the HSR Act, the EC Merger Regulation and the merger regulations of individual countries in Europe, in each case if applicable, (ii) the filing of such reports as may be required under the securities laws of France, and with the SEC of such reports under Sections 13 and 16 of the Exchange Act, as may be required in connection with this Agreement, the Mergers and the other Transactions, (iii) the filing of the Certificates of Merger and the Certificate of Dissolution with the Secretary of State of the State of Delaware, (iv) compliance with and such filings as may be required under applicable environmental laws, (v) such filings as may be required in connection with any Taxes, the Taxes described in Section 5.02 and (vi) filings with the Ministry of Economy of France in connection with the liquidation of a foreign investment and (vii) such other items (A) required solely by reason of the participation of the Universal Liberty Parties (as opposed to any third party) in the Transactions or (B) that, individually or in the aggregate, have not had and would not have a Liberty Universal Material Adverse Effect.

No Conflicts; Consents. (a) The executionExcept as set forth in the ----------------------- Company Disclosure Letter, the execution and delivery and performance by each Liberty Party the Company of this Agreement does do not, and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof will not not, conflict with, or result in any violation of or default (with or without the giving of notice or lapse of time, or both), conflict with or result in any breach or violation of or default ) under, or give rise to a right of or result in a termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional additional, accelerated or accelerated guaranteed rights or entitlements of any Person person under, or result in the creation of any Lien or Encumbrance (as defined in Section 3.09(d)), upon any of the properties or assets of any Liberty Party the Company (collectively, "Violations") under, any provision of (i) the Organizational Documents of any Liberty PartyCompany Charter or the Company By- laws, (ii) any contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a "Contract, permit or franchise ") to which any Liberty Party the -------- Company is a party or by which any of their respective its properties or assets is bound or is the beneficiary or (iii) subject to the filings and other matters referred to in Section 3.05(b), any Judgment judgment, order or any Applicable Law decree ("Judgment") or statute, law (including any applicable state takeover statute common law), -------- ordinance, rule or other similar statute or regulationregulation ("Law") applicable to any Liberty Party the Company or their respective its --- properties or assets, except that no representation or warranty is made herein with respect to (x) Applicable Laws of any jurisdiction located outside of the United States and the European Community ("Liberty Excluded Jurisdictions"), (y) in the case of clauses (ii) and (iii) above, any for such items that, individually or in the aggregate, Violations that have not had and would not reasonably be expected to have a Liberty Company Material Adverse Effect and (z) the Articles of Association of multiThematiques (the "Articles of Association"), the multiThematiques Cooperation Agreement and the Option AgreementsEffect. (b) No material Consent consent, approval, license, permit, order or authorization ("Consent") of, or Filing registration, declaration or filing with, or permit from, any --------- Federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity Entity"), is ------------------- required to be obtained or made by or with respect to any Liberty Party the Company in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions (provided, that no representation or warranty is made by a Liberty Party with respect to Consents from, or Filings with, any Governmental Entity in a Liberty Excluded Jurisdiction)Transactions, other than (i) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), the EC Merger Regulation and the merger regulations of individual countries in Europe, in each case if applicablerequired, (ii) the filing of such reports as may be required under the securities laws of France, and with the SEC of (A) the Schedule 14D-9, ------- (B) a proxy or information statement relating to the adoption of this Agreement by the Company's stockholders (the "Proxy Statement"), if such adoption is --------------- required by Law, (C) any information statement (the "Information Statement") --------------------- required under Rule 14f-1 in connection with the Offer and (D) such reports under Sections Section 13 and 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement, the Mergers ------------- Offer, the Merger and the other Transactions, (iii) the filing of the Certificates Certificate of Merger and the Certificate of Dissolution with the Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business, (iv) compliance with and such filings as may be required under applicable environmental lawsLaws, (v) such filings as may be required in connection with any Taxesthe Taxes (as defined in Section 3.09) described in Section 6.09, (vi) filings with the Ministry of Economy of France in connection with the liquidation of a foreign investment and under any applicable state takeover Law, (vii) such other items (A) required solely by reason of the participation of the Universal Parties (as opposed to any third party) are set forth in the Transactions Company Disclosure Letter and (viii) such other Consents, registrations, declarations, filings and permits that the Company does not have knowledge of and the failure of which to obtain or (B) thatmake would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Liberty Company Material Adverse Effect.

No Conflicts; Consents. (a) The execution, None of the execution and ----------------------- delivery and performance by each Liberty Party the Company of this Agreement does not, and the consummation of the Transactions will not Offer, the Merger and the other transactions contemplated by this Agreement and compliance with the terms hereof will, (i) conflict with the Company Charter, the Company By-laws or the comparable charter or organizational documents of any Significant Subsidiary or (ii) conflict with or result in any violation of or default (with or without the giving of notice or lapse of time, or both), conflict with or result in any breach or violation of or default ) under, or give rise to a right of or result in a termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional or accelerated rights or entitlements of any Person under, or result in the creation of any Lien or Encumbrance upon any of the properties or assets of the Company or any Liberty Party Company Subsidiary under, any provision of (i) the Organizational Documents of any Liberty Party, (iiA) any contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a "Contract, permit or franchise ") to which the -------- Company or any Liberty Party Company Subsidiary is a party or by which any of their respective properties or assets is bound or is (B) subject to the beneficiary filings and other matters referred to in Section 3.05(b), any judgment, order or decree (iii"Judgment") any Judgment or any Applicable Law -------- statute, law (including any applicable state takeover statute common law), ordinance, rule or other similar statute or regulationregulation ("Applicable ---------- Law") applicable to the Company or any Liberty Party Company Subsidiary or their respective --- properties or assets, except that no representation or warranty is made herein with respect to (x) Applicable Laws of any jurisdiction located outside of the United States and the European Community ("Liberty Excluded Jurisdictions")other than, (y) in the case of clauses (iiA) and (iiiB) aboveof this sentence, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Liberty Company Material Adverse Effect and (z) or a material adverse effect on the Articles ability of Association of multiThematiques (the "Articles of Association"), Company to consummate the multiThematiques Cooperation Agreement and the Option Agreementstransactions contemplated by this Agreement. (b) No material Consent consent, approval, license, permit, order or authorization ("Consent") of, or Filing registration, declaration or filing with, or permit from, any --------- Federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity Entity") is ------------------- required to be obtained or made by or with respect to the Company or any Liberty Party Company Subsidiary in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions (provided, that no representation or warranty is made transactions contemplated by a Liberty Party with respect to Consents from, or Filings with, any Governmental Entity in a Liberty Excluded Jurisdiction)this Agreement, other than (i) compliance with and filings under the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act, the EC Merger Regulation and the merger regulations of individual countries in Europe, in each case if applicable"), (ii) the ------- filing of such reports as may be required under the securities laws of France, and with the SEC of (A) the Schedule 14D-9, (B) a proxy or information statement relating to the adoption of this Agreement by the Company's stockholders if required under the DGCL (the "Proxy Statement"), (C) any --------------- information statement (the "Information Statement") required under Rule 14f-1 in --------------------- connection with the Offer and (D) such reports under Sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be ------------ required in connection with this Agreement, the Mergers Offer, the Merger and the other Transactionstransactions contemplated by this Agreement, (iii) the filing of the Certificates Certificate of Merger and the Certificate of Dissolution with the Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business, (iv) compliance with and such filings as may Consents the failure of which to be required under applicable environmental lawsobtained or made would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or a material adverse effect on the ability of the Company to consummate the transactions contemplated by this Agreement, (v) such filings as may be required in connection with any Taxes, the Transfer Taxes (as defined in Section 6.09) described in Section 6.09 and (vi) filings with the Ministry of Economy of France in connection with the liquidation of a foreign investment and (vii) such other any items (A) required solely by reason of the participation of the Universal Parties Parent (as opposed to any third party) in the Transactions transactions contemplated by this Agreement. (c) Assuming the accuracy of Parent's representation in Section 4.07, the Company and the Company Board have taken all action necessary to (i) render the Company Rights inapplicable to this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement and (ii) ensure that (A) neither Parent nor any of its affiliates or associates is or will become an "Acquiring Person" (as defined in the Company Rights Agreement) by reason of this Agreement, the Offer, the Merger or any other transaction contemplated by this Agreement), (B) that, individually or a "Distribution Date" (as defined in the aggregateCompany Rights Agreement) shall not occur by reason of this Agreement, have not had the Offer, the Merger or any other transaction contemplated by this Agreement and would not have a Liberty Material Adverse Effect(C) the Company Rights shall expire immediately prior to the Effective Time.

No Conflicts; Consents. (a) The execution, execution and delivery by PolyOne and performance by each Liberty Party the Seller of this Agreement does do not, and the consummation of the Transactions Acquisition and the other transactions contemplated hereby and compliance by PolyOne and the Seller with the terms hereof will not (with or without the giving of notice or lapse of time, or both)not, conflict with with, or result in any breach or violation of or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of or result in a termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional additional, accelerated or accelerated guaranteed rights or entitlements of any Person under, or result in the creation of any Lien or Encumbrance upon any of the properties or assets of any Liberty Party PolyOne, the Seller or the Partnership under, any provision of (ia) the Organizational Documents organizational and governance documents of any Liberty PartyPolyOne, the Seller or the Partnership, (iib) any contract, lease, license, indenture, agreement, commitment or other legally binding arrangement (a “Contract, permit or franchise ”) to which any Liberty Party PolyOne or the Seller is a party or by which any of their respective such Person’s properties or assets is bound or is bound, (c) the beneficiary Note Purchase Agreement and any Note Transaction Document or (iiid) any Judgment judgment, order, writ, ruling, injunction, binding agreement with a Governmental Entity, stipulation or any Applicable Law decree (a “Judgment”) or statute, law (including any applicable state takeover statute common law), ordinance, rule or other similar statute or regulationregulation (a “Law”) applicable to PolyOne or the Seller or any Liberty Party or their respective of such Person’s properties or assets, except that no representation or warranty is made herein with respect to (x) Applicable Laws of any jurisdiction located outside of the United States and the European Community ("Liberty Excluded Jurisdictions")other than, (y) in the case of clauses (iib) and through (iiid) above, any such items that, individually or in the aggregate, would not have a Liberty Material Adverse Effect and (z) would not reasonably be expected to materially impede or delay the Articles consummation of Association of multiThematiques (the "Articles of Association"), the multiThematiques Cooperation Agreement Acquisition and the Option Agreements. other transactions contemplated by this Agreement or the parties’ ability to perform their obligations hereunder. No consent, approval, license, permit, order or authorization (ba “Consent”) No material Consent of, or Filing registration, declaration or filing with, any Federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a “Governmental Entity Entity”), is required to be obtained or made by or with respect to any Liberty Party PolyOne or the Seller in connection with the execution, delivery and performance by PolyOne and the Seller of this Agreement or the consummation of the Transactions (provided, that no representation Acquisition or warranty is made by a Liberty Party with respect to Consents from, or Filings with, any Governmental Entity in a Liberty Excluded Jurisdiction)the other transactions contemplated hereby, other than (i) compliance with and filings under the HSR Securities Exchange Act of 1934, as amended (the “Exchange Act”), the EC Merger Regulation and the merger rules and regulations of individual countries in Europe, in each case if applicablepromulgated thereunder, (ii) compliance with and filings or notices required by the filing of such reports as may be required under the securities laws of France, rules and with the SEC of such reports under Sections 13 and 16 regulations of the New York Stock Exchange Act, as may be required in connection with this Agreement, the Mergers and the other Transactions, (iii) those the filing failure of the Certificates of Merger and the Certificate of Dissolution with the Secretary of State of the State of Delaware, (iv) compliance with and such filings as may which to be required under applicable environmental laws, (v) such filings as may be required in connection with any Taxes, (vi) filings with the Ministry of Economy of France in connection with the liquidation of a foreign investment and (vii) such other items (A) required solely by reason of the participation of the Universal Parties (as opposed to any third party) in the Transactions obtained or (B) thatmade, individually or in the aggregate, have would not had and would not have a Liberty Material Adverse Effectreasonably be expected to materially impede or delay the consummation of the Acquisition and the other transactions contemplated by this Agreement or the parties’ ability to perform their obligations hereunder.

No Conflicts; Consents. (a) The executionExcept as set forth in Section 4.05 of the Company Disclosure Letter, the execution and delivery and performance by each Liberty Party the Company of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not not, conflict with, or result in any violation of or default (with or without the giving of notice or lapse of time, or both), conflict with or result in any breach or violation of or default ) under, or give rise to a right of or result in a termination, cancelation amendment, cancellation or acceleration of any obligation to, or to loss of a material benefit under, or to increased, additional additional, accelerated or accelerated guaranteed rights or entitlements of any Person under, or impose any penalty or fine under, or result in the creation of any Lien or Encumbrance (other than Permitted Liens) upon any of the properties or assets of the Company or any Liberty Party of the Company Subsidiaries under, any provision of (ia) the Organizational Documents Company Charter, the Company By-laws or the comparable charter or organizational documents of any Liberty PartyCompany Subsidiary, (iib) any Material Contract, permit or franchise (c) any other Contract to which the Company or any Liberty Party Company Subsidiary is a party or by which any of their respective properties or assets is bound or is (d) subject to the beneficiary filings and other matters referred to in the following sentence, any provision of any Order or (iii) any Judgment Applicable Law applicable to the Company or any Applicable Law (including any applicable state takeover statute or other similar statute or regulation) applicable to any Liberty Party Company Subsidiary or their respective properties or assets, except that no representation or warranty is made herein with respect to (x) Applicable Laws of any jurisdiction located outside of the United States and the European Community ("Liberty Excluded Jurisdictions")other than, (y) in the case of clauses clause (iic) and or (iiid) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Liberty Company Material Adverse Effect and (z) the Articles of Association of multiThematiques (the "Articles of Association"), the multiThematiques Cooperation Agreement and the Option Agreements. (b) Effect. No material Consent of, or Filing registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to the Company or any Liberty Party Company Subsidiary in connection with the execution, delivery and performance of any this Agreement or the consummation of the Transactions (provided, that no representation or warranty is made by a Liberty Party with respect to Consents from, or Filings with, any Governmental Entity in a Liberty Excluded Jurisdiction)Transactions, other than (i) compliance with and filings under the HSR ActAct and any applicable laws, regulations or statutes relating to the EC Merger Regulation and the merger regulations regulation of individual countries monopolies or competition in Europe, in each case if applicableany foreign jurisdiction (“Foreign Competition Laws”), (ii) the filing of such reports as may be required under the securities laws of France, and with the SEC of (A) the Information Statement and (B) such reports under Sections Section 13 and 16 of the Exchange Act, as may be required in connection with this Agreement and the Principal Stockholders’ Agreement, the Mergers Merger and the other Transactions, (iii) the filing of the Certificates Certificate of Merger and the Certificate of Dissolution with the Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business, (iv) compliance with and such filings as may be required under applicable environmental laws, (v) such filings as may be required in connection with any Taxesthe Taxes described in Section 7.08, (vi) filings with the Ministry of Economy of France in connection with the liquidation of a foreign investment and (viiv) such other items (A) required solely by reason as are set forth in Section 4.05 of the participation Company Disclosure Letter. For purposes of this Section 4.05 and any other relevant representations and warranties of the Universal Parties (as opposed to any third party) in Company, the Transactions or (B) that, individually or in representations and warranties are made based upon the aggregate, have not had and would not have a Liberty Material Adverse Effectassumption that the Company shall be the Surviving Corporation.

No Conflicts; Consents. (a) The execution, delivery and performance by each Liberty Party of this Agreement does not, and the consummation of the Transactions will not (with or without the giving of notice or lapse of time, or both), conflict with or result in any breach or violation of or default under, or give rise to a right of or result in a termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional or accelerated rights or entitlements of any Person under, or result in the creation of any Lien or Encumbrance upon any of the properties or assets of any Liberty Party under, any provision of (i) the Organizational Documents of any Liberty PartyNo consent, (ii) any Contractapproval, permit license, permit, order or franchise to which any Liberty Party is a party or by which any of their respective properties or assets is bound or is the beneficiary or (iii) any Judgment or any Applicable Law (including any applicable state takeover statute or other similar statute or regulation) applicable to any Liberty Party or their respective properties or assets, except that no representation or warranty is made herein with respect to (x) Applicable Laws of any jurisdiction located outside of the United States and the European Community ("Liberty Excluded Jurisdictions"), (y) in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, would not have a Liberty Material Adverse Effect and (z) the Articles of Association of multiThematiques (the "Articles of Association"), the multiThematiques Cooperation Agreement and the Option Agreements. (b) No material Consent authorization of, or Filing registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to any Liberty Party of the Founders in connection with the execution, delivery and performance of this Agreement or any of the Ancillary Agreements to which such Founder is a party or the consummation of the Transactions transactions contemplated hereby or thereby. (providedii) The execution and delivery by ICI of each of the Ancillary Agreements to which it is a party will not, that no representation or warranty is made and the consummation of the transactions contemplated thereby and compliance by a Liberty Party ICI with respect to Consents fromthe terms thereof will not, conflict with, or Filings result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of ICI under, any provision of (i) the Restated Articles of Incorporation of ICI or the By-laws of ICI, (ii) any of its properties or assets is bound or (iii) any judgment, order or decree, or statute, law, ordinance, rule or regulation, applicable to ICI or any of its properties or assets. No consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to ICI in connection with the execution, delivery and performance of any of the Ancillary Agreements to which it is a Liberty Excluded Jurisdiction)party or the consummation of the transactions contemplated thereby, other than (i) compliance with with, and filings under under, the HSR Act, the EC Merger Regulation and the merger regulations of individual countries in Europe, in each case if applicablerequired, (ii) filings with the Commission, including the filing of such reports as may be required a proxy statement prepared in connection with a meeting of the shareholders of ICI (the "Shareholders' Meeting") for the purpose of obtaining the Shareholders' Approval (the "Proxy Statement") and filings under the securities laws of France, and with the SEC of such reports under Sections 13 and 16 Section 13(a) of the Exchange Act, as may be required in connection with this Agreement, the Mergers and the other Transactions, (iii) the filing of the Certificates of Merger and the Certificate of Dissolution filings with the Secretary of State of the State of DelawareGeorgia, (iv) compliance with and such filings as may be required under applicable environmental lawsincluding, (v) such filings as may be required in connection with any Taxes, (vi) filings with the Ministry of Economy of France in connection with the liquidation Merger, the filing of articles or a foreign investment certificate of merger, and (vii) such filings with the relevant authorities of other items (A) required solely by reason states of appropriate documents relating to the participation of the Universal Parties (as opposed qualification to any third party) in the Transactions or (B) that, individually or in the aggregate, have not had and would not have a Liberty Material Adverse Effectdo business.

No Conflicts; Consents. (a) The executionExcept as set forth in Section 4.05 of the Company Disclosure Letter, the execution and delivery and performance by each Liberty Party the Company of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof will not not, conflict with, or result in any violation of or default (with or without the giving of notice or lapse of time, or both), conflict with or result in any breach or violation of or default ) under, or give rise to a right of or result in a termination, cancelation amendment, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional additional, accelerated or accelerated guaranteed rights or entitlements of any Person under, or impose any penalty or fine under, or result in the creation of any Lien or Encumbrance (other than Permitted Liens) upon any of the properties or assets of the Company or any Liberty Party of the Company Subsidiaries under, any provision of (ia) the Organizational Documents Company Charter, the Company By-laws or the comparable charter or organizational documents of any Liberty Partyof the Company Subsidiaries, (iib) any Material Contract, permit (c) subject to the filings and other matters referred to in the following sentence, any provision of any Order or franchise Applicable Law applicable to which any Liberty Party is a party the Company or by which any of their respective properties or assets is bound or is the beneficiary or (iii) any Judgment or any Applicable Law (including any applicable state takeover statute or other similar statute or regulation) applicable to any Liberty Party Company Subsidiaries or their respective properties or assets, except that no representation or warranty is made herein with respect to (x) Applicable Laws of any jurisdiction located outside of the United States and the European Community ("Liberty Excluded Jurisdictions")other than, (y) in the case cases of clauses clause (iib) and or (iiic) above, any such items that, individually or in the aggregate, would have not had and could not reasonably be expected to have a Liberty Company Material Adverse Effect and (z) the Articles of Association of multiThematiques (the "Articles of Association"), the multiThematiques Cooperation Agreement and the Option Agreements. (b) Effect. No material Consent of, or Filing registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to the Company or any Liberty Party of the Company Subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions (provided, that no representation or warranty is made by a Liberty Party with respect to Consents from, or Filings with, any Governmental Entity in a Liberty Excluded Jurisdiction)Transactions, other than (i) compliance with and filings under the HSR ActAct and any applicable laws, regulations or statutes relating to the EC Merger Regulation and the merger regulations regulation of individual countries monopolies or competition in Europe, in each case if applicableany foreign jurisdictions, (ii) the filing of such reports as may be required under the securities laws of France, and with the SEC of (A) the Schedule 14D-9, (B) a Proxy Statement, if Company Stockholder Approval is required by Applicable Law, and (C) such reports under Sections Section 13 and 16 of the Exchange Act, as may be required in connection with this Agreement, the Mergers Agreement and the other Transactions, (iii) the filing of the Certificates Certificate of Merger and the Certificate of Dissolution with the Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business, (iv) compliance with and such filings as may be required under applicable environmental laws, (v) such filings as may be required in connection with any Taxesthe Taxes described in Section 7.08, (vi) filings with the Ministry of Economy of France in connection with the liquidation of a foreign investment and (viiv) such other items (A) required solely by reason as are set forth in Section 4.05 of the participation Company Disclosure Letter and (vi) such Consents, filings or other items, the failure of the Universal Parties (as opposed which to any third party) in the Transactions obtain or (B) thatmake, individually or in the aggregate, have not had and would could not reasonably be expected to have a Liberty Company Material Adverse Effect. For purposes of this Section 4.05 and any other relevant representations and warranties of the Company, the representations and warranties are made based upon the assumption that the Company shall be the Surviving Corporation.

No Conflicts; Consents. (a) The execution, execution and delivery by the Company and performance by each Liberty Party Company Subsidiary of this each Transaction Agreement to which it is a party does not, and the consummation of the Merger and the other Transactions and compliance with the terms hereof and thereof will not not, conflict with, or result in any violation of or default (with or without the giving of notice or lapse of time, or both), conflict with or result in any breach or violation of or default ) under, or give rise to a right of or result in a termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional or accelerated rights or entitlements of any Person under, or result in the creation of any Lien or Encumbrance (as defined herein) upon any of the properties or assets of any Liberty Party the Company under, any provision of (i) the Organizational Documents Company’s Certificate of any Liberty PartyIncorporation or Bylaws, (ii) any Contracteach Company Subsidiary’s certificate of incorporation, permit bylaws, articles of association or franchise to which any Liberty Party is a party or by which any memorandum of their respective properties or assets is bound or is the beneficiary or association, (iii) any Judgment or any Applicable Law (including any applicable state takeover statute contract, lease, license, indenture, note, bond, agreement, concession, or other similar statute agreement (a “Contract”) to which the Company or regulationa Company Subsidiary is a party and which is a Material Contract (as defined herein), or (iv) subject to the filings and other matters referred to in Section 3.05(b), any judgment, order or decree (“Judgment”) or statute, law, ordinance, rule or regulation (“Law”) applicable to the Company or any Liberty Party Company Subsidiary or their respective properties or assets, except that no representation or warranty is made herein with respect to (x) Applicable Laws of any jurisdiction located outside of the United States and the European Community ("Liberty Excluded Jurisdictions"), (y) other than in the case of clauses clause (iiiv) and (iii) above, any such items that, individually or in the aggregate, would could not reasonably be expected to have a Liberty Company Material Adverse Effect and (z) the Articles of Association of multiThematiques (the "Articles of Association"), the multiThematiques Cooperation Agreement and the Option AgreementsEffect. (b) No material Consent consent, approval, license, Permit, order or authorization (“Consent”) of, or Filing registration, declaration or filing with, any federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a “Governmental Entity Entity”) is required to be obtained or made by or with respect to any Liberty Party the Company or a Company Subsidiary in connection with the execution, delivery and performance of this any Transaction Agreement to which it is a party or the consummation of the Transactions (provided, that no representation or warranty is made by a Liberty Party with respect to Consents from, or Filings with, any Governmental Entity in a Liberty Excluded Jurisdiction)Transactions, other than (i) approval by the Company’s stockholders, (ii) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the EC Merger Regulation and the merger regulations of individual countries in Europe, in each case if applicable, (ii) the filing of such reports as may be required under the securities laws of France, and with the SEC of such reports under Sections 13 and 16 of the Exchange Act, as may be required in connection with this Agreement, the Mergers and the other Transactions, (iii) the filing of the Certificates Certificate of Merger and the Certificate of Dissolution with the Delaware Secretary of State of the State of DelawareState, and (iv) compliance with and such filings as may be required under applicable environmental laws, (v) such filings as may be required in connection with any Taxes, (vi) filings with the Ministry of Economy of France in connection with the liquidation of a foreign investment and (vii) such other items (A) required solely by reason of the participation of the Universal Parties (as opposed to any third party) in the Transactions or (B) thatitems, individually or in the aggregate, have as are not had and would not have a Liberty Material Adverse Effectmaterial to the consummation of the Transactions.

No Conflicts; Consents. (a) The execution, execution and delivery and performance by each Liberty Party the Company of this Agreement does not, and the consummation of the Merger and the other Transactions and compliance with the terms hereof will not not, conflict with, or result in any violation of or default (with or without the giving of notice or lapse of time, or both), conflict with or result in any breach or violation of or default ) under, or give rise to a right of or result in a termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional additional, accelerated or accelerated guaranteed rights or entitlements of any Person under, or result in the creation of any Lien or Encumbrance upon any of the properties or assets of the Company or any Liberty Party Company Subsidiary under, any provision of (i) the Organizational Documents Company Charter, the Company By-laws or the comparable charter or organizational documents of any Liberty Party, Company Subsidiary or (ii) any contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a "Contract, permit or franchise ") to which the Company or any Liberty Party Company Subsidiary is a party or by which any of their respective properties or assets is bound or is the beneficiary or (iii) any Judgment or any Applicable Law (including any applicable state takeover statute or other similar statute or regulation) applicable to any Liberty Party or their respective properties or assetsthan, except that no representation or warranty is made herein with respect to (x) Applicable Laws of any jurisdiction located outside of the United States and the European Community ("Liberty Excluded Jurisdictions"), (y) in the case of clauses clause (ii) and (iii) above, any such items that, individually or in the aggregate, would could not reasonably be expected to have a Liberty Company Material Adverse Effect and (z) the Articles of Association of multiThematiques (the "Articles of Association"), the multiThematiques Cooperation Agreement and the Option AgreementsEffect. (b) No material Consent consent, approval, license, permit, order or authorization ("Consent") of, or Filing registration, declaration or filing with, or permit from, any Federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity Entity") is required to be obtained or made by or with respect to the Company or any Liberty Party Company Subsidiary in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions (provided, that no representation or warranty is made by a Liberty Party with respect to Consents from, or Filings with, any Governmental Entity in a Liberty Excluded Jurisdiction)Transactions, other than (i) compliance with and filings under the HSR Act, the EC Merger Regulation and the merger regulations of individual countries in Europe, in each case if applicable, (ii) the filing of such reports as may be required under the securities laws of France, and with the SEC of a proxy or information statement relating to the approval of this Agreement by the Company's stockholders, and such reports under Sections Section 13 and 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement, the Mergers Merger and the other Transactions, (iiiii) the filing of the Certificates Certificate of Merger and the Certificate of Dissolution with the Secretary of State of the State of Delaware, (iv) compliance with Delaware and such filings as may be required under applicable environmental laws, (v) such filings as may be required in connection with any Taxes, (vi) filings appropriate documents with the Ministry relevant authorities of Economy of France the other jurisdictions in connection with which the liquidation of a foreign investment Company is qualified to do business, and (viiiii) such other items (A) that may be required under the applicable Law of any foreign country, (B) required solely by reason of the participation of the Universal Parties Purchaser (as opposed to any third party) in the Transactions or (BC) that, individually or in the aggregate, have could not had and would not reasonably be expected to have a Liberty Company Material Adverse Effect.

No Conflicts; Consents. (a) The execution, execution and delivery and performance by each Liberty Party of this Agreement by Seller does not, and the consummation of the Transactions transactions contemplated hereby and compliance by Seller with the terms hereof will not not, conflict with, or result in any violation of or default (with or without the giving of notice or lapse of time, or both), conflict with or result in any breach or violation of or default ) under, or give rise to a right of or result in a termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional or accelerated rights or entitlements of any Person under, or result in the creation of any Lien lien, charge or Encumbrance encumbrance of any kind upon any of the properties or assets of any Liberty Party Shares being sold by Seller under, any provision of (i) the Organizational Documents articles of any Liberty Partyincorporation or by-laws or equivalent organizational document of Seller, (ii) except for the Existing Stockholders Agreement, which shall have been terminated by the Effective Time, any Contractmaterial note, permit bond, mortgage, indenture, deed of trust, loan document, license, lease, contract, commitment, agreement or franchise arrangement to which any Liberty Party Seller is a party or by which Seller or any of their respective its properties or assets is bound or is the beneficiary or (iii) any Judgment judgment, order or decree, or statute, law, ordinance, rule or regulation, applicable to Seller or any Applicable Law (including any applicable state takeover statute or other similar statute or regulation) applicable to any Liberty Party or their respective of its properties or assets. No consent, except that no representation approval, license, permit, order or warranty is made herein with respect to (x) Applicable Laws of any jurisdiction located outside of the United States and the European Community ("Liberty Excluded Jurisdictions"), (y) in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, would not have a Liberty Material Adverse Effect and (z) the Articles of Association of multiThematiques (the "Articles of Association"), the multiThematiques Cooperation Agreement and the Option Agreements. (b) No material Consent authorization of, or Filing registration, declaration or filing with, any Federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, or any national securities or commodities exchange or other regulatory or self-regulatory body or association (a "Governmental Entity Entity") is required to be obtained or made by or with respect to any Liberty Party such Seller in connection with the execution, delivery and performance of this Agreement by such Seller or the consummation of the Transactions (provided, that no representation or warranty is made by a Liberty Party with respect to Consents from, or Filings with, any Governmental Entity in a Liberty Excluded Jurisdiction)transactions contemplated hereby, other than (i) compliance with and filings under the HSR ActXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), the EC Merger Regulation and the merger regulations of individual countries in Europe, in each case if applicable, (ii) the filing of such reports as may be required under the securities laws of France, and with the SEC of such reports under Sections 13 and 16 of the Exchange Act, as may be required in connection with this Agreement, the Mergers and the other Transactions, (iii) the filing of the Certificates of Merger and the Certificate of Dissolution with the Secretary of State of the State of Delaware, (iv) compliance with and such filings as may be required under applicable environmental laws, (v) such filings as may be required in connection with any Taxes, (vi) filings with the Ministry of Economy of France in connection with the liquidation of a foreign investment and (vii) such other items (A) required solely by reason of the participation of the Universal Parties (as opposed to any third party) in the Transactions or (B) that, individually or in the aggregate, have not had and would not have a Liberty Material Adverse Effect.

No Conflicts; Consents. (a) The executionexecution and delivery by the Company, delivery the Stockholders, Xxxxx XX and performance by each Liberty Party the LLC Members of this Agreement does not, not and the consummation of the Transactions transactions contemplated hereby and compliance by the Company, the Stockholders, Xxxxx XX and the LLC Members with the terms hereof will not conflict with, or result in any violation of or default (with or without the giving of notice or lapse of time, or both), conflict with or result in any breach or violation of or default ) under, or give rise to a right of or result in a termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional or accelerated rights or entitlements require the consent of any Person under, or result in the creation of any Lien or Encumbrance upon any of the properties or assets of the Company or Xxxxx XX, any Liberty Party underStockholder or any LLC Member, cause or create any material liability, or terminate or amend (or give any Person the right to terminate or amend) any Material Contract, or accelerate or modify (or give any person the right to accelerate or modify) the time within which or the terms under which any duties or obligations are to be performed or any rights or benefits are to be received, under any provision of (i) the Organizational Documents certificate of any Liberty Partyformation or the limited liability company agreement (or the comparable governing instruments) of the Company or Xxxxx XX, (ii) any contract, lease, license, indenture, agreement, commitment or other legally binding arrangement (a “Contract, permit or franchise ”) to which any Liberty Party the Company, Xxxxx XX, a Stockholder or an LLC Member is a party or by which any of their respective properties or assets is bound or is the beneficiary bound, or (iii) any Judgment judgment, order or decree entered by or with any Governmental Entity (a “Judgment”) or any Applicable Law (including any applicable state takeover statute or other similar statute or regulation) applicable to any Liberty Party or their respective properties or assetsexcept, except that no representation or warranty is made herein with respect to (x) Applicable Laws of any jurisdiction located outside of the United States and the European Community ("Liberty Excluded Jurisdictions"), (y) in the case of clauses (ii) and (iii) above, any for such items that, individually as are disclosed on Section 3.04(a) of the Company Disclosure Schedule or in the aggregate, would not have a Liberty Material Adverse Effect and (z) the Articles of Association of multiThematiques (the "Articles of Association"), the multiThematiques Cooperation Agreement and the Option Agreementsare immaterial. (b) No material Consent consent, approval, license, permit, order or authorization (“Consent”) of, or Filing registration, declaration or filing with, any Federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental entity, domestic or foreign (a “Governmental Entity Entity”) is required to be obtained or made by or with respect to the Company, Xxxxx XX, any Liberty Party Stockholder or any LLC Member in connection with the execution, delivery and performance of this Agreement or the consummation Closing or the purchase and sale of the Transactions (provided, that no representation Company Stock under this Agreement or warranty is made by a Liberty Party with respect to Consents from, or Filings with, any Governmental Entity in a Liberty Excluded Jurisdiction)the other transactions contemplated hereby, other than (i) compliance with the Consents, registrations, declarations and filings under the HSR Act, the EC Merger Regulation and the merger regulations of individual countries in Europe, in each case if applicable, (iidisclosed on Section 3.04(b) the filing of such reports as may be required under the securities laws of France, and with the SEC of such reports under Sections 13 and 16 of the Exchange Act, as may be required in connection with this Agreement, the Mergers and the other Transactions, (iii) the filing of the Certificates of Merger and the Certificate of Dissolution with the Secretary of State of the State of Delaware, (iv) compliance with and such filings as may be required under applicable environmental laws, (v) such filings as may be required in connection with any Taxes, (vi) filings with the Ministry of Economy of France in connection with the liquidation of a foreign investment and (vii) such other items (A) required solely by reason of the participation of the Universal Parties (as opposed to any third party) in the Transactions or (B) that, individually or in the aggregate, have not had and would not have a Liberty Material Adverse EffectCompany Disclosure Schedule.

No Conflicts; Consents. (a) The execution, execution and delivery and performance by each Liberty Party the Company of this Agreement does do not, and the consummation of the Transactions Merger and the other transactions contemplated hereby and compliance with the terms hereof will not not, conflict with, or result in any violation of, or default (with or without the giving of notice or lapse of time, or both), conflict with or result in any breach or violation of or default ) under, or give rise to a right of or result in a termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional or accelerated rights or entitlements of any Person under, or result in the creation of any Lien or Encumbrance upon any of the properties or assets of any Liberty Party the Company or the Company Subsidiaries under, any provision of (i) the Organizational Documents of the Company or any Liberty PartyCompany Subsidiary, (ii) any Company Permit or any contract, lease, license, indenture, note, bond, agreement, concession, franchise or other binding instrument (a “Contract, permit or franchise ”) to which the Company or any Liberty Party Company Subsidiary is a party or by which any of their respective properties or assets is bound or is the beneficiary or (iii) subject to the filings and other matters referred to in Section 4.5(b), any Judgment or any Applicable Law (including any applicable state takeover statute or other similar statute or regulation) applicable to any Liberty Party the Company or the Company Subsidiaries or their respective properties or assets, except that no representation or warranty is made herein with respect to (x) Applicable Laws of any jurisdiction located outside of the United States and the European Community ("Liberty Excluded Jurisdictions")other than, (y) in the case of clauses (ii) and (iii) above, any such items thatthat would not reasonably be expected to, individually or in the aggregate, would not have a Liberty Company Material Adverse Effect and (z) the Articles of Association of multiThematiques (the "Articles of Association"), the multiThematiques Cooperation Agreement and the Option AgreementsEffect. (b) No material Consent consent, approval, license, permit, order, waiver or authorization (“Consent”) of, or Filing registration, declaration or filing with, or permit from, any national, Federal, state, provincial, local or other government, domestic, foreign or supranational, or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a “Governmental Entity Entity”), is required to be obtained or made by or with respect to the Company or any Liberty Party Company Subsidiary in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions (provided, that no representation or warranty is made by a Liberty Party with respect to Consents from, or Filings with, any Governmental Entity in a Liberty Excluded Jurisdiction)transactions contemplated hereby, other than (i) compliance with and filings under the HSR Act, the EC Merger Regulation and the merger regulations of individual countries in Europe, in each case if applicable, (ii) the filing of such reports as may be required under the securities laws of France, and with the SEC of (A) a proxy or information statement relating to the adoption of this Agreement by the Company’s and Parent’s stockholders (the “Joint Proxy Statement”) and (B) such reports under Sections 13 and 16 of the Exchange Act, Act and the Securities Act as may be required in connection with this Agreement, the Mergers Merger and the other Transactionstransactions contemplated hereby, (iii) the filing of the Certificates Certificate of Merger and the Certificate of Dissolution with the Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business, (iv) compliance with and such filings as may be required under applicable environmental laws, the rules and regulations of the NYSE and (v) such filings as may be required in connection with any Taxes, (vi) filings with the Ministry of Economy of France in connection with the liquidation of a foreign investment and (vii) such other items (A) required solely by reason that the failure of the participation of the Universal Parties (as opposed which to any third party) in the Transactions obtain or (B) thatmake would not reasonably be expected to, individually or in the aggregate, have not had and would not have a Liberty Company Material Adverse Effect.

No Conflicts; Consents. (a) The execution, execution and delivery and performance by each Liberty Party of this Agreement does the Company hereof do not, and the consummation of the Merger, the Subsequent Merger and the other Transactions and compliance with the terms hereof and thereof will not contravene, conflict with, or result in any violation of or default (with or without the giving of notice or lapse of time, or both), conflict with or result in any breach or violation of or default ) under, or give rise to a right of or result in a termination, cancelation cancellation or acceleration of any obligation obligation, to a right to challenge the Transactions or to loss of a material benefit under, or to increased, additional or accelerated rights or entitlements of any Person under, or result in the creation of any Lien or Encumbrance upon any of the properties or assets of the Company or any Liberty Party Company Subsidiary under, any provision of (i) the Organizational Documents Company Charter, the Company By-laws or the comparable charter or organizational documents of any Liberty PartySignificant Company Subsidiary, (ii) any Contract, permit Company Contract or franchise Benefit Plan to which the Company or any Liberty Party Company Subsidiary is a party or by which any of their respective properties or assets is bound or is the beneficiary or (iii) subject to the filings and other matters referred to in Section 3.04(b), any Judgment or any Applicable Law (including any applicable state takeover statute or other similar statute or regulation) applicable to the Company or any Liberty Party Company Subsidiary or their respective properties or assets, except that no representation or warranty is made herein with respect to (x) Applicable Laws of any jurisdiction located outside of the United States and the European Community ("Liberty Excluded Jurisdictions")other than, (y) in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Liberty Company Material Adverse Effect and (z) or materially impair the Articles ability of Association the Company to perform its obligations hereunder or prevent or unreasonably delay the consummation of multiThematiques (any of the "Articles of Association"), the multiThematiques Cooperation Agreement and the Option AgreementsTransactions. (b) No material Consent consent, approval, waiver, license, permit, franchise, authorization or Judgment (“Consent”) of, or Filing registration, declaration, notice, report, submission or other filing (“Filing”) with, any government or any arbitrator, tribunal or court of competent jurisdiction, administrative agency or commission or other governmental or quasi-governmental authority or instrumentality (in each case whether Federal, state, local, foreign, international or multinational) (a “Governmental Entity Entity”) is required to be obtained or made by or with respect to the Company or any Liberty Party Company Subsidiary in connection with the execution, delivery and performance of this Agreement hereof or the consummation of the Transactions (provided, that no representation or warranty is made the ownership by a Liberty Party with respect to Consents from, or Filings with, any Governmental Entity in a Liberty Excluded Jurisdiction)Parent of the Surviving Corporation following the Closing, other than (i) compliance with with, and filings under Filings under, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act, the EC Merger Regulation ”) and the merger regulations of individual countries in Europe, in each case if applicableany filings required under other applicable Regulatory Laws, (ii) the filing of such reports as may be required under the securities laws of France, and with the SEC of (A) the Form S-4 and the Joint Proxy Statement and (B) such reports under Sections 13 and 16 of the Exchange Act, Act as may be required in connection with this Agreement, the Mergers Merger, the Subsequent Merger and the other Transactions, (iii) such filings as are required under U.S. state securities or “blue sky” Laws or securities Laws of jurisdictions other than the United States, (iv) the filing of the Certificates Certificate of Merger and the Certificate filing of Dissolution the certificate of merger in connection with the Subsequent Merger, in each case with the Secretary of State of the State of Delaware, (iv) compliance with Delaware and such filings as may be required under applicable environmental laws, (v) such filings as may other Consents and Filings with Governmental Entities the failure of which to obtain or make has not had and would not reasonably be required in connection with any Taxes, (vi) filings with the Ministry of Economy of France in connection with the liquidation of a foreign investment and (vii) such other items (A) required solely by reason of the participation of the Universal Parties (as opposed expected to any third party) in the Transactions or (B) thathave, individually or in the aggregate, have not had and would not have a Liberty Company Material Adverse EffectEffect or materially impair the ability of the Company to perform its obligations hereunder or prevent or unreasonably delay the consummation of any of the Transactions.

No Conflicts; Consents. (a) The execution, delivery and performance by each Liberty Party the Company of this Agreement does notAgreement, and the consummation of the Transactions and compliance with the terms hereof do not and will not not, conflict with, or result in any violation of, or default (with or without the giving of notice or lapse of time, or both), conflict with or result in any breach or violation of or default ) under, or give rise to a right of or result in a termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional or accelerated rights or entitlements of any Person under, or result in the creation of any Lien or Encumbrance other than any Permitted Lien upon any of the properties or assets of any Liberty Party the Company or the Company Subsidiaries under, any provision of (i) the Organizational Documents of any Liberty PartyCompany Charter or the Company Bylaws, (ii) the organizational documents of any ContractCompany Subsidiary, permit or franchise (iii) any Contract to which the Company or any Liberty Party Company Subsidiary is a party or by which any of their respective assets or properties or assets is are bound or (iv) subject to the filings and other matters referred to in Section 3.05(b), any judgment, order, injunction or decree of any Governmental Entity (“Judgment”) or, assuming the representations and warranties set forth in Section 4.08 are true and correct, any statute, law (including controlling common law), ordinance, rule or regulation of any Governmental Entity (“Law”), in either case that is applicable to the beneficiary or (iii) any Judgment Company or any Applicable Law (including any applicable state takeover statute or other similar statute or regulation) applicable to any Liberty Party Company Subsidiary or their respective properties or assets, except that no representation or warranty is made herein with respect to (x) Applicable Laws of any jurisdiction located outside of the United States and the European Community ("Liberty Excluded Jurisdictions")other than, (y) in the case of clauses (iiiii) and (iiiiv) above, any such items thatthat would not reasonably be expected to, individually or in the aggregate, would not have a Liberty Company Material Adverse Effect and (z) the Articles of Association of multiThematiques (the "Articles of Association"), the multiThematiques Cooperation Agreement and the Option AgreementsEffect. (b) No material Consent consent, approval, license, permit, waiver, order or authorization of, or Filing registration, declaration or filing with, notice to or permit from (“Consent”), any national, Federal, state, provincial, local or other government, domestic or foreign, or any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, in each case of competent jurisdiction (a “Governmental Entity Entity”), is required to be obtained or made by or with respect to the Company or any Liberty Party Company Subsidiary in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions (provided, that no representation or warranty is made by a Liberty Party with respect to Consents from, or Filings with, any Governmental Entity in a Liberty Excluded Jurisdiction)Transactions, other than (i) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act, the EC Merger Regulation and the merger regulations of individual countries in Europe, in each case if applicable”), (ii) the applicable requirements of any other Antitrust Laws, (iii) the filing of such reports as may be required under the securities laws of France, and with the SEC of (A) the Schedule 14D-9 and (B) such reports under Sections 13 and 16 of the Exchange Act, Act as may be required in connection with this Agreement, the Mergers Agreement and the other Transactions, (iiiiv) the filing of the Certificates Certificate of Merger and the Certificate of Dissolution with the Secretary of State of the State of Delaware, (iv) compliance Delaware and appropriate documents with and such filings as may be required under applicable environmental lawsthe relevant authorities of the other jurisdictions in which the Company or any Company Subsidiary are qualified to do business, (v) such filings as may be required in connection with any Taxes, under the rules and regulations of the NYSE and (vi) filings with the Ministry of Economy of France in connection with the liquidation of a foreign investment and (vii) such other items (A) required solely by reason the failure of the participation of the Universal Parties (as opposed which to any third party) in the Transactions obtain or (B) thatmake would not reasonably be expected to, individually or in the aggregate, have not had and would not have a Liberty Company Material Adverse Effect.

No Conflicts; Consents. (a) The executionExcept as set forth in Section 3.05(a) of the Company Disclosure Letter, the execution and delivery and performance by each Liberty Party the Company of this Agreement does do not, and the consummation of the Merger and the other Transactions and compliance with the terms hereof by the Company will not not, conflict with, or result in any violation of or default (with or without the giving of notice or lapse of time, or both), conflict with or result in any breach or violation of or default ) under, or give rise to a right of or result in a termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional additional, accelerated or accelerated guaranteed rights or entitlements of any Person under, or result in the creation of any Lien or Encumbrance upon any of the properties or assets of the Company or any Liberty Party Company Subsidiary under, any provision of (i) the Organizational Documents Company Charter, the Company Bylaws or the comparable charter or organizational documents of any Liberty PartyCompany Subsidiary, (ii) any written or unwritten contract, plan, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument or arrangement (a “Contract, permit or franchise ”) to which the Company or any Liberty Party Company Subsidiary is a party or by which any of their respective properties or assets is bound or is the beneficiary or (iii) subject to the filings and other matters referred to in Section 3.05(b) and the receipt of the Company Stockholder Approval, any Judgment judgment, order, decree, writ, or injunction (“Order”) or any Applicable Law foreign, federal, state or local laws, statutes, regulations, rules, codes or ordinances enacted, adopted, issued or promulgated by any Governmental Entity, including principles of common law (including any applicable state takeover statute or other similar statute or regulation) “Law”), applicable to the Company or any Liberty Party Company Subsidiary or their respective employees, properties or assets, except that no representation or warranty is made herein with respect to (x) Applicable Laws of any jurisdiction located outside of the United States and the European Community ("Liberty Excluded Jurisdictions")other than, (y) in the case of clauses (ii) and (iii) above, any such items thatviolation, conflict, default, termination, cancellation, acceleration, increase, loss, entitlement or Lien that would not be, individually or in the aggregate, would not have a Liberty Material Adverse Effect and (z) material to the Articles of Association of multiThematiques (the "Articles of Association"), the multiThematiques Cooperation Agreement Company and the Option AgreementsCompany Subsidiaries, taken as a whole. (b) No Subject to the accuracy, in all material Consent respects, of the representations and warranties of Parent and Sub in Article IV, no consent, approval, or other authorization (“Consent”) of, or Filing Order of, or registration, declaration or filing with, or Permit from, any federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental entity or instrumentality, domestic or foreign, or any arbitral or other dispute resolution body (a “Governmental Entity Entity”) is required to be obtained or made by or with respect to the Company or any Liberty Party Company Subsidiary in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions (provided, that no representation or warranty is made by a Liberty Party with respect to Consents from, or Filings with, any Governmental Entity in a Liberty Excluded Jurisdiction)Transactions, other than (i) compliance with and filings under the HSR Act, the EC Merger Regulation and the merger regulations of individual countries in Europe, in each case if applicable, (ii) the filing of such reports as may be required under the securities laws of France, and with the SEC of (1) a proxy statement relating to the adoption of this Agreement by the Company’s stockholders (together with the letter to stockholders, notice of meeting, and any amendments or supplements to such proxy statement and any exhibits to be filed with the SEC in connection therewith, collectively, the “Proxy Statement”), and (2) such schedules and reports under Sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement, the Mergers Merger and the other Transactions, (iiiii) the filing of the Certificates Certificate of Merger and the Certificate of Dissolution with the Secretary of State Delaware Secretary, and appropriate documents with the relevant authorities of the State of Delawareother jurisdictions in which the Company is qualified to do business, (iviii) compliance with and such any filings as may be or notifications required under applicable environmental lawsthe listing standards of the NASDAQ National Market, (v) such filings as may be required in connection with any Taxes, (vi) filings with the Ministry of Economy of France in connection with the liquidation of a foreign investment and (viiiv) such other items (A) required solely by reason of the participation of the Universal Parties (as opposed to any third party) in the Transactions or (B) that, individually or in the aggregate, have not had and would not have reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a Liberty Material Adverse Effectwhole.

No Conflicts; Consents. (a) The execution, execution and delivery and performance by each Liberty Party the Company of this Agreement does do not, and the consummation of the Merger and the other Transactions contemplated by this Agreement and compliance with the terms hereof will not not, conflict with, or result in any violation of or default (with or without the giving of notice or lapse of time, or both), conflict with or result in any breach or violation of or default ) under, or give rise to a right of or result in a termination, cancelation cancellation, modification or acceleration of any obligation or to loss of a material asset (including material intellectual property asset) or benefit under, or to increased, additional or accelerated rights or entitlements of any Person under, or result in the creation of any Lien or Encumbrance upon any of the properties or assets of the Company or any Liberty Party Company Subsidiary under, any provision of (i) the Organizational Documents Company Charter, the Company Bylaws or the comparable charter or organizational documents of any Liberty PartyCompany Subsidiary, (ii) any Contractcontract, permit lease, license, loan, credit agreement, indenture, note, bond, mortgage, deed of trust, agreement, Company Permit (as defined in Section 3.16), obligation, concession, franchise or franchise other instrument (collectively, “Contracts”) to which the Company or any Liberty Party Company Subsidiary is a party or by which any of their respective properties or assets is bound or is the beneficiary or (iii) subject to the filings and other matters referred to in Section 3.05(b), any Judgment writ, judgment, order, award, consent decree, waiver, stipulation, subpoena, citation, notice, summons, restraining order, injunction, stay, ruling or any Applicable Law decree (collectively, “Judgments”), or statute, law (including common law), ordinance, rule (including any applicable state takeover statute New York Stock Exchange or other similar statute stock exchange rule or regulationlisting requirement) or regulation (collectively, “Laws”) applicable to the Company or any Liberty Party Company Subsidiary or their respective properties or assets, except that no representation or warranty is made herein with respect to (x) Applicable Laws of any jurisdiction located outside of the United States and the European Community ("Liberty Excluded Jurisdictions")other than, (y) in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, would have not had and could not reasonably be expected to have a Liberty Company Material Adverse Effect and (z) the Articles of Association of multiThematiques (the "Articles of Association"), the multiThematiques Cooperation Agreement and the Option AgreementsEffect. (b) No material Consent consent, approval, license, permit, order or authorization (“Consent”) of, or Filing registration, declaration or filing with, or permit from, any government or any court of competent jurisdiction, tribunal, judicial body, arbitrator, stock exchange, administrative or regulatory agency, self-regulatory organization, commission or other governmental or quasi-governmental authority or instrumentality, in each case, whether local, state or Federal, domestic or foreign (a “Governmental Entity Entity”), is required to be obtained or made by or with respect to the Company or any Liberty Party Company Subsidiary in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions (provided, that no representation or warranty is made contemplated by a Liberty Party with respect to Consents from, or Filings with, any Governmental Entity in a Liberty Excluded Jurisdiction)this Agreement, other than (i) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act, the EC Merger Regulation and the merger regulations of individual countries in Europe, in each case if applicable”), (ii) the filing of such reports as relicensures that may be required under following the securities laws of France, and with the SEC of such reports under Sections 13 and 16 of the Exchange Act, as may be required in connection with this Agreement, the Mergers and the other TransactionsEffective Time pursuant to applicable state or Federal Law, (iii) the filing with the Securities and Exchange Commission (the “SEC”) of a proxy or information statement relating to the approval of the Certificates Merger by the Company’s stockholders (the “Proxy Statement”) and a Schedule 13E-3 relating to the Merger (the “Schedule 13E-3”), (iv) the filing of the Merger and the Certificate of Dissolution Filing with the Secretary of State of the State of Delaware, (iv) compliance California and appropriate documents with and such filings as may be required under applicable environmental lawsthe relevant authorities of the other jurisdictions in which the Company is qualified to do business, (v) such filings as may be required in connection with any Taxesthe taxes described in Section 6.08, and (vi) filings with the Ministry of Economy of France in connection with the liquidation of a foreign investment and (vii) such other items (A) required solely by reason of the participation of the Universal Parties Parent (as opposed to any third party) in the Transactions or (B) that, individually or in the aggregate, have not had and would could not reasonably be expected to have a Liberty Company Material Adverse Effect.

No Conflicts; Consents. (ai) The execution, execution and delivery and performance by each Liberty Party the Stockholder of this Agreement does and the performance by it of its obligations hereunder do not, and the consummation by it of the Transactions transactions contemplated hereby and compliance with the terms hereof will not not, (A) conflict with, or result in any violation of any provision of, the organizational documents of such Stockholder, (B) conflict with, or result in any violation of or default (with or without the giving of notice or lapse of time, or both), conflict with or result in any breach or violation of or default ) under, or give rise to a right of or result in a termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional additional, accelerated or accelerated guaranteed rights or entitlements of any Person person under, or result in the creation of any Lien or Encumbrance upon any of the properties or assets of any Liberty Party such Stockholder under, any provision of (i) the Organizational Documents of any Liberty Party, (ii) any Contract, permit or franchise material Contract to which such Stockholder is a party or by which any Liberty Party of its properties or assets is bound (other than any Contract to which the Company or any Subsidiary of the Company is a party or by which any of their respective properties or assets is bound or is the beneficiary bound) or (iiiC) conflict with, or result in any Judgment violation of any provision of, subject to the filings and other matters referred to in Section 1(b)(ii), any judgments, decrees and orders of Governmental Authorities or any Applicable Law (including any applicable state takeover statute or other similar statute or regulation) Law, in each case applicable to any Liberty Party such Stockholder or their respective its properties or assets, except that no representation or warranty is made herein with respect to (x) Applicable Laws of any jurisdiction located outside of the United States and the European Community ("Liberty Excluded Jurisdictions")other than, (y) in the case of clauses (iiB) and (iiiC) above, any such items that, individually or in the aggregate, would not have a Liberty Material Adverse Effect and (z) reasonably be expected to prevent or materially impair the Articles ability of Association of multiThematiques (the "Articles of Association"), Stockholder to perform its obligations hereunder or to consummate the multiThematiques Cooperation Agreement and the Option Agreementstransactions contemplated hereby. (bii) No material Consent ofof or from, or Filing withregistration, declaration, notice or filing with or made to, any Governmental Entity Authority, or the expiry of any related waiting period, is required to be obtained or made by or with respect to any Liberty Party the Stockholder in connection with the execution, delivery and performance by the Stockholder of this Agreement or the consummation by it of the Transactions (provided, that no representation or warranty is made by a Liberty Party with respect to Consents from, or Filings with, any Governmental Entity in a Liberty Excluded Jurisdiction)transactions contemplated hereby, other than (i) compliance with and filings under the HSR Act, the EC Merger Regulation and the merger regulations of individual countries in Europe, in each case if applicable, (iiA) the filing of such reports as may be required under the securities laws of France, and with the SEC of such reports under Sections Section 13 and Section 16 of the Exchange Act, Act as may be required in connection with this Agreement, the Mergers Merger Agreement and the other Transactionstransactions contemplated hereby and thereby, (iiiB) any filings or Consents contemplated by the filing of the Certificates of Merger and the Certificate of Dissolution with the Secretary of State of the State of Delaware, (iv) compliance with and such filings as may be required under applicable environmental laws, (v) such filings as may be required in connection with any Taxes, (vi) filings with the Ministry of Economy of France in connection with the liquidation of a foreign investment Agreement and (viiC) such other items (A) required solely by reason that the failure of the participation of the Universal Parties (as opposed which to any third party) in the Transactions obtain or (B) thatmake, individually or in the aggregate, have not had and would not have a Liberty Material Adverse Effectreasonably be expected to prevent or materially impair the ability of the Stockholder to perform its obligations hereunder or to consummate the transactions contemplated hereby.

No Conflicts; Consents. (a) The executionExcept as set forth in the Company Disclosure Letter, the execution and delivery and performance by the Company of each Liberty Party of this Transaction Agreement does to which it is a party do not, and the consummation of the Merger and the other Transactions and compliance with the terms hereof and thereof will not not, conflict with, or result in any violation of or default (with or without the giving of notice or lapse of time, or both), conflict with or result in any breach or violation of or default ) under, or give rise to a right of or result in a termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional or accelerated rights or entitlements of any Person under, or result in the creation of any Lien or Encumbrance upon any of the properties or assets of the Company or any Liberty Party Company Subsidiary under, any provision of (i) the Organizational Documents Company Charter, the Company Bylaws or the comparable charter or organizational documents of any Liberty PartyCompany Subsidiary, (ii) any contract, lease, license, indenture, note, bond, mortgage, agreement, permit, concession, franchise or other instrument (a "Contract, permit or franchise ") to which the Company or any Liberty Party Company Subsidiary is a party or by which any of their respective properties or assets is bound or is the beneficiary or (iii) subject to the filings and other matters referred to in Section 3.05(b), any Judgment judgment, order or any decree ("Judgment") or statute, law, ordinance, rule or regulation ("Applicable Law (including any applicable state takeover statute or other similar statute or regulationLaw") applicable to the Company or any Liberty Party Company Subsidiary or any of their respective properties or assets, except that no representation or warranty is made herein with respect to (x) Applicable Laws of any jurisdiction located outside of the United States and the European Community ("Liberty Excluded Jurisdictions")other than, (y) in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, would could not reasonably be expected to have a Liberty Company Material Adverse Effect and (z) the Articles of Association of multiThematiques (the "Articles of Association"), the multiThematiques Cooperation Agreement and the Option AgreementsEffect. (b) No material Consent consent, approval, license, permit, order or authorization ("Consent") of, or Filing registration, declaration or filing with, any Federal, state, local or foreign government, or permit from any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity Entity") is required to be obtained or made by or with respect to the Company or any Liberty Party Company Subsidiary in connection with the execution, delivery and performance of this any Transaction Agreement to which it is a party or the consummation of the Transactions (provided, that no representation or warranty is made by a Liberty Party with respect to Consents from, or Filings with, any Governmental Entity in a Liberty Excluded Jurisdiction)Transactions, other than (i) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act, the EC Merger Regulation and the merger regulations of individual countries in Europe, in each case if applicable"), (ii) the filing with the Securities and Exchange Commission (the "SEC") of such reports as may be required under (A) a proxy or information statement relating to the securities laws adoption of Francethis Agreement by the Company's stockholders (the "Proxy Statement"), and with the SEC of (B) such reports under Sections Section 13 and 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this AgreementAgreement and the other Transaction Agreements, the Mergers Merger and the other Transactions, (iii) the filing of the Certificates Certificate of Merger and the Certificate of Dissolution with the Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business, (iv) compliance with and such filings as may be required under applicable environmental laws, including the New Jersey Environmental Cleanup Responsibility Act and the Connecticut Environmental Transfer Law, (v) such filings as may be required in connection with any Taxes, (vi) filings with the Ministry of Economy of France in connection with the liquidation of a foreign investment and (vii) such other items (A) required solely by reason approval of the participation of the Universal Parties (as opposed to any third party) relevant pharmacy boards and alcoholic beverage commissions or comparable entities in the Transactions or (B) that, individually or states in which the aggregate, have not had Company and would not have a Liberty Material Adverse Effect.the Company Subsidiaries do business,

No Conflicts; Consents. (a) The execution, execution and delivery and performance by each Liberty Party the Company of this Agreement does do not, and the consummation of the Transactions and compliance with the terms hereof will not not, conflict with, or result in any violation of, or default (with or without the giving of notice or lapse of time, or both), conflict with or result in any breach or violation of or default ) under, or give rise to a right of or result in a termination, cancelation or acceleration of any material obligation or to loss of a material benefit under, or to increased, additional or accelerated rights or entitlements of any Person under, or result in the creation of any Lien or Encumbrance upon any of the properties or assets of any Liberty Party the Company or the Company Subsidiaries under, any provision of (i) the Organizational Documents of any Liberty Partythe Company, (ii) any Contract, permit Company Permit or franchise to which any Liberty Party is a party or by which any of their respective properties or assets is bound or is the beneficiary Company Specified Contract or (iii) subject to the filings and other matters referred to in Section 4.5(b) and Section 6.3(a) and, assuming the accuracy of Parent’s representations in Section 5.9, any Judgment or any Applicable Law (including any applicable state takeover statute or other similar statute or regulation) applicable to any Liberty Party the Company or the Company Subsidiaries or their respective properties or assets, except that no representation or warranty is made herein with respect to (x) Applicable Laws of any jurisdiction located outside of the United States and the European Community ("Liberty Excluded Jurisdictions")other than, (y) in the case of clauses (ii) and (iii) above, any such items thatthat would not reasonably be expected to, individually or in the aggregate, would not have a Liberty Company Material Adverse Effect and (z) the Articles of Association of multiThematiques (the "Articles of Association"), the multiThematiques Cooperation Agreement and the Option AgreementsEffect. (b) No material Consent consent, approval, license, permit, order, waiver or authorization (“Consent”) of, or Filing registration, declaration or filing with, or permit from, any national, Federal, state, provincial, local or other government, domestic, foreign or supranational, or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, arbitral body (public or private), domestic or foreign (a “Governmental Entity Entity”), is required to be obtained or made by or with respect to the Company or any Liberty Party Company Subsidiary in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions (provided, that no representation or warranty is made by a Liberty Party with respect to Consents from, or Filings with, any Governmental Entity in a Liberty Excluded Jurisdiction)Transactions, other than (i) compliance with and filings under the HSR Act, the EC Merger Regulation Act and the merger regulations of individual countries in Europe, in each case if applicableAustrian Cartel Xxx 0000, (ii) the filing of such reports as may be required under the securities laws of France, and with the SEC of (A) a proxy relating to the adoption of this Agreement by the Company’s stockholders (the “Proxy Statement”) (B) a Rule 13E-3 transaction statement on Schedule 13E-3 relating to the adoption of this Agreement by the Company’s stockholders (the “Schedule 13E-3”), and (C) such reports under Sections 13 and 16 of the Exchange Act, Act and the Securities Act as may be required in connection with this Agreement, Agreement or the Mergers and the other Transactions, (iii) the filing of the Certificates Certificate of Merger and the Certificate of Dissolution with the Delaware Secretary of State and appropriate documents with the relevant authorities of the State of Delawareother jurisdictions in which the Company is qualified to do business, (iv) compliance with and such filings as may be required under applicable environmental lawsthe rules and regulations of the Nasdaq, and (v) such filings as may be required in connection with any Taxes, (vi) filings with the Ministry of Economy of France in connection with the liquidation of a foreign investment and (vii) such other items (A) required solely by reason that the failure of the participation of the Universal Parties (as opposed which to any third party) in the Transactions obtain or (B) thatmake would not reasonably be expected to, individually or in the aggregate, have not had and would not have a Liberty Company Material Adverse Effect.

No Conflicts; Consents. (a) The executionExcept as set forth in Section 4.05(a) of the Company Disclosure Letter, the execution and delivery and performance by each Liberty Party the Company of this Agreement does not, and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof will not not, conflict with, or result in any violation of or default (with or without the giving of notice or lapse of time, or both), conflict with or result in any breach or violation of or default ) under, or give rise to a right of or result in a termination, cancelation amendment, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional impose any penalty or accelerated rights or entitlements of any Person fine under, or result in the creation of any Lien or Encumbrance (other than Permitted Liens) upon any of the properties or assets of the Company or any Liberty Party of the Company Subsidiaries under, any provision of (i) the Organizational Documents Company Charter, the Company By-laws or the comparable charter or organizational documents of any Liberty PartyCompany Subsidiary, (ii) any Material Contract, permit or franchise (iii) any other Contract to which the Company or any Liberty Party Company Subsidiary is a party or by which any of their respective material properties or assets is bound or is (iv) subject to the beneficiary filings and other matters referred to in Section 4.05(b), any provision of any Order or (iii) any Judgment Applicable Law applicable to the Company or any Applicable Law (including any applicable state takeover statute or other similar statute or regulation) applicable to any Liberty Party Company Subsidiary or their respective properties or assets, except that no representation or warranty is made herein with respect to (x) Applicable Laws of any jurisdiction located outside of the United States and the European Community ("Liberty Excluded Jurisdictions")other than, (y) in the case of clauses (ii) and ), (iii) or (iv) above, any such items that, individually or in the aggregate, have not had or would not reasonably be expected to have a Liberty Company Material Adverse Effect and (z) the Articles of Association of multiThematiques (the "Articles of Association"), the multiThematiques Cooperation Agreement and the Option AgreementsEffect. (b) No material Except as set forth in Section 4.05(b) of the Company Disclosure Letter, no Consent of, or Filing registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to the Company or any Liberty Party Company Subsidiary in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions (provided, that no representation or warranty is made by a Liberty Party with respect to Consents from, or Filings with, any Governmental Entity in a Liberty Excluded Jurisdiction)Transactions, other than (i) compliance with and filings under the HSR ActAct and any applicable laws, regulations or statutes relating to the EC Merger Regulation and the merger regulations regulation of individual countries monopolies or competition in Europe, in each case if applicableany foreign jurisdiction (“Foreign Competition Laws”), (ii) the filing of such reports as may be required under the securities laws of France, and with the SEC of (A) the Schedule 14D-9, (B) the Proxy Statement, if Company Stockholder Approval is required by Applicable Law, and (C) such reports under Sections Section 13 and 16 of the Exchange Act, as may be required in connection with this Agreement and the Tender Agreement, the Mergers Offer, the Merger and the other Transactions, (iii) the filing of the Certificates Certificate of Merger and with the Certificate Office of Dissolution with the Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business, (iv) compliance with and such filings as may be required under applicable environmental laws, (v) such filings as may be required in connection with any Taxesthe Taxes described in Section 7.08, (vi) filings with the Ministry of Economy of France in connection with the liquidation of a foreign investment and (viiv) such other items (Aas are set forth in Section 4.05(b) required solely by reason of the participation Company Disclosure Letter. For purposes of this Section 4.05(b) and any other relevant representations and warranties of the Universal Parties (as opposed to any third party) in Company, the Transactions or (B) that, individually or in representations and warranties are made based upon the aggregate, have not had and would not have a Liberty Material Adverse Effectassumption that the Company shall be the Surviving Corporation.

No Conflicts; Consents. (a) The execution, execution and delivery and performance by each Liberty such Buyer Party of this Agreement and the other Transaction Documents does not, and the performance by such Buyer Party of its obligations hereunder and thereunder, and the consummation of the Transactions and the transactions contemplated by the other Transaction Documents will not not, conflict with, or result in any violation of or default (with or without the giving of notice or lapse of time, or both), conflict with or result in any breach or violation of or default ) under, or give rise to a right of or result in a termination, cancelation cancellation or acceleration of any obligation, any obligation to make an offer to purchase or to redeem any Indebtedness or share capital or any loss of a material benefit under, or to increased, additional or accelerated rights or entitlements of any Person under, or result in the creation of any Lien or Encumbrance upon any of the properties or assets of any Liberty such Buyer Party under, any provision of (i) the Organizational Documents governing or organizational documents of any Liberty such Buyer Party, (ii) any contract, lease, license, indenture, note, bond, agreement, understanding, undertaking, concession, franchise or other instrument (in each case, to the extent legally binding on the parties thereto) (a “Contract, permit or franchise ”) to which any Liberty such Buyer Party is a party or by which any of their respective its properties or assets is bound or is the beneficiary or (iii) subject to the filings and other matters referred to in Section 3.03(b), any Judgment judgment, injunction, ruling, award, order or any Applicable Law decree (“Judgment”) or statute, law (including any applicable state takeover statute common law), ordinance, rule, code or other similar statute or regulation) regulation (“Law”), in each case, applicable to any Liberty such Buyer Party or their respective its properties or assets, except that no representation or warranty is made herein with respect to (x) Applicable Laws of any jurisdiction located outside of the United States and the European Community ("Liberty Excluded Jurisdictions")other than, (y) in the case of clauses (ii) and (iii) above, any such items matters that, individually or in the aggregate, would have not have had a Liberty Buyer Material Adverse Effect and (z) the Articles of Association of multiThematiques (the "Articles of Association"), the multiThematiques Cooperation Agreement and the Option AgreementsEffect. (b) No material Consent ofgovernmental franchises, licenses, permits, authorizations, variances, exemptions, registrations, certificates, orders and approvals (each a “Permit” and collectively, the “Permits”), consent, approval, clearance, waiver or order (collectively, with the Permits, the “Consents” and each, a “Consent”) of or from, or Filing registration, declaration, notice or filing made to or with, any federal, national, state, provincial or local, whether domestic, foreign or supranational government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, whether domestic, foreign or supranational (a “Governmental Entity Entity”), is required to be obtained or made by or with respect to any Liberty such Buyer Party in connection with the execution, execution and delivery and performance of this Agreement or its performance of its obligations hereunder or the consummation of the Transactions (provided, that no representation or warranty is made by a Liberty Party with respect to Consents from, or Filings with, any Governmental Entity in a Liberty Excluded Jurisdiction)Transactions, other than (i) compliance with and filings under the HSR Act, the EC Merger Regulation and the merger regulations of individual countries in Europe, in each case if applicable, (ii) the filing of such reports as may be required under the securities laws of France, and with the SEC of such reports under Sections 13 under, and 16 of such other compliance with, the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Mergers Agreement and the other Transactions, (iii) the filing of the Certificates of Merger and the Certificate of Dissolution with the Secretary of State of the State of Delaware, (ivii) compliance with the NYSE and such filings as may be required under applicable environmental laws, (v) such filings as may be required in connection with any Taxes, (vi) filings with the Ministry of Economy of France in connection with the liquidation of a foreign investment NASDAQ rules and regulations and (viiiii) such other items (A) required solely by reason of the participation of the Universal Parties (as opposed to any third party) in the Transactions or (B) matters that, individually or in the aggregate, have not had and would not have a Liberty Buyer Material Adverse Effect.

No Conflicts; Consents. (a) The execution, execution and delivery and performance by each Liberty Party the Company of this Agreement does do not, and the consummation of the Transactions Merger and the other transactions contemplated hereby and compliance with the terms hereof will not not, conflict with, or result in any violation or breach of, or default (with or without the giving of notice or lapse of time, or both), conflict with or result in any breach or violation of or default ) under, or give rise to a right of or result in a termination, cancelation or acceleration of any material obligation or to loss of a material benefit under, or to increased, additional or accelerated rights or entitlements of any Person under, or result in the creation of any Lien or Encumbrance upon any of the properties or assets of any Liberty Party the Company or the Company Subsidiaries under, any provision of (i) the Company’s Organizational Documents or the comparable Organizational Documents of any Liberty Partythe Company Subsidiaries, (ii) any contract, lease, license, indenture, note, bond, agreement, concession, franchise or other binding instrument (other than Oil and Gas Leases) (a “Contract, permit or franchise ”) to which the Company or any Liberty Party Company Subsidiary is a party or by which any of their respective properties or assets is bound or is the beneficiary or (iii) subject to the filings and other matters referred to in Section 4.5(b), any Judgment or any Applicable Law (including any applicable state takeover statute or other similar statute or regulation) applicable to any Liberty Party the Company or the Company Subsidiaries or their respective properties or assets, except that no representation or warranty is made herein with respect to (x) Applicable Laws of any jurisdiction located outside of the United States and the European Community ("Liberty Excluded Jurisdictions")other than, (y) in the case of clauses (ii) and (iii) above, any such items thatthat would not reasonably be expected, individually or in the aggregate, would not to have a Liberty Company Material Adverse Effect and (z) the Articles it being agreed that for purposes of Association of multiThematiques (the "Articles of Association"this Section 4.5(a), clause (G) of the multiThematiques Cooperation Agreement and definition of the Option Agreementsterm “Company Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur). (b) No material Consent consent, approval, clearance, waiting period expiration or termination, license, permit, order or authorization (“Consent”) of, or Filing registration, declaration, notice, notification, submission or filing with, any national, Federal, state, supranational, provincial, local or other government, domestic or foreign, or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a “Governmental Entity Entity”), is required to be obtained or made by or with respect to the Company or any Liberty Party Company Subsidiary in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions (provided, that no representation or warranty is made by a Liberty Party with respect to Consents from, or Filings with, any Governmental Entity in a Liberty Excluded Jurisdiction)transactions contemplated hereby, other than (i) compliance with and filings under the HSR Act, the EC Merger Regulation and the merger regulations of individual countries in Europe, in each case if applicable, (ii) the filing of such reports as may be required under the securities laws of France, and with the SEC of such reports registration statements, reports, schedules and statements, or the taking of other actions, under Sections 13 and 16 of the Exchange Act, Act and the Securities Act as may be required in connection with this Agreement, the Mergers Merger and the other Transactionstransactions contemplated hereby, (iii) the filing of the Certificates Certificate of Merger and the Certificate of Dissolution with the Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business, (iv) compliance with and such filings as may be required under applicable environmental laws, the rules and regulations of the OTCQX and (v) such filings as may be required in connection with any Taxes, (vi) filings with the Ministry of Economy of France in connection with the liquidation of a foreign investment and (vii) such other items (A) required solely by reason of the participation of the Universal Parties Parent (as opposed to any third partyPerson) in the Transactions transactions contemplated hereby or (B) thatthat the failure of which to obtain or make would not reasonably be expected, individually or in the aggregate, have not had and would not to have a Liberty Company Material Adverse Effect (it being agreed that for purposes of this Section 4.5(b), clause (G) of the definition of the term “Company Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur).

No Conflicts; Consents. (a) The execution, execution and delivery and performance by each Liberty Party of this Agreement by the Company does not, and the consummation by the Company of the Transactions will not not, (i) violate any statute, law, ordinance, rule or regulation (“Law”) or any judgment, order or decree (“Judgment”), in each case applicable to the Company or by which its property is bound, (ii) violate the certificate of incorporation or by-laws (or comparable organizational document) of the Company or any Company Subsidiary, or (iii) result in any breach of or constitute a default (or an event which with or without the giving of notice or lapse of time, time or both), conflict with or result in any breach or violation of or default both would become a default) under, or give rise to a right others any rights of termination or result in a termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional or accelerated rights or entitlements of any Person undercancellation of, or result in the creation of any a Lien or Encumbrance upon (other than a Permitted Lien) on any of the properties or assets of the Company or any Liberty Party under, Company Subsidiary under any provision of any contract (iwhether written or oral), lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (other than a Company Benefit Plan) the Organizational Documents of any Liberty Party, (ii) any Contract, or permit or franchise to which the Company or any Liberty Party Company Subsidiary is a party or by which any of their respective properties or assets is bound or is the beneficiary or (iii) any Judgment or any Applicable Law (including any applicable state takeover statute or other similar statute or regulation) applicable to any Liberty Party or their respective properties or assetsbound, except that no representation or warranty is made herein with respect to (x) Applicable Laws of any jurisdiction located outside of the United States and the European Community ("Liberty Excluded Jurisdictions"), (y) in the case of clauses (iii) and (iii) abovefor violations, any such items thatbreaches or defaults which, individually or in the aggregate, would not have or result in a Liberty Company Material Adverse Effect and (z) the Articles of Association of multiThematiques (the "Articles of Association"), the multiThematiques Cooperation Agreement and the Option AgreementsEffect. (b) No material Consent consent, approval, license, permit, order or authorization (“Consent”) of, or Filing registration, declaration or filing with, or permit from, any domestic or foreign (whether national, federal, state, provincial, local or otherwise) government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (each, a “Governmental Entity Entity”) is required to be obtained or made by the Company or with respect to any Liberty Party Company Subsidiary in connection with the execution, delivery and performance of this Agreement by the Company or the consummation of the Transactions (providedTransactions, that no representation the failure of which to submit or warranty is made by a Liberty Party with respect to Consents fromobtain would, individually or Filings within the aggregate, any Governmental Entity have or result in a Liberty Excluded Jurisdiction)Company Material Adverse Effect, other than (i) compliance the filing with the Securities and filings under Exchange Commission (the HSR Act“SEC”) of (A) a proxy statement relating to the adoption of this Agreement by the Company’s stockholders (as amended or supplemented from time to time, the EC Merger Regulation and the merger regulations of individual countries in Europe, in each case if applicable“Proxy Statement”), (iiB) a Transaction Statement on Schedule 13E-3 (as amended or supplemented from time to time, the filing of such reports as may be required under the securities laws of France, “Schedule 13E-3”) and with the SEC of (C) such reports under Sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement, the Mergers Merger and the other Transactions, (iiiii) the filing of the Certificates Certificate of Merger and the Certificate of Dissolution with the Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business, (iv) compliance with and such filings as may be required under applicable environmental laws, (viii) such filings as may be required in connection with any Taxesthe Taxes described in Section 6.08, (iv) such filings as may be required under the rules and regulations of The NASDAQ Stock Market, Inc., (v) requirements, if any, under Competition Laws, (vi) filings with applicable state securities or “blue sky” laws and the Ministry securities laws of Economy of France in connection with the liquidation of a any foreign investment and country or (vii) such other items (A) required solely by reason of the participation of the Universal Parties (as opposed to any third party) Acquirer or its stockholders or affiliates in the Transactions or Transactions. (c) Prior to the Effective Time, the Company and the Company Board shall have taken such action necessary to (i) render the Company Rights inapplicable to (A) this Agreement, (B) thatthe Merger and (C) the other Transactions, individually and (ii) ensure that (A) neither of Acquirer nor any of its stockholders, affiliates or associates is or will become an “Acquiring Person” (as defined in the aggregateCompany Rights Agreement) by reason of this Agreement, have the Merger or any other Transaction and (B) a “Distribution Date” (as defined in the Company Rights Agreement) shall not had and would not have a Liberty Material Adverse Effectoccur by reason of this Agreement, the Merger or any other Transaction.

No Conflicts; Consents. (a) The execution, execution and delivery and performance by each Liberty Party the Company of this Agreement does do not, and the consummation of the Merger and the other Transactions and compliance with the terms hereof by the Company will not not, result in any loss, suspension, limitation or impairment of any right of the Company or any Subsidiary of the Company conflict with, or result in any violation of, or default (with or without the giving of notice or lapse of time, or both), conflict with or result in any breach or violation of or default ) under, or give rise to a right of or result in a termination, cancelation cancellation, first offer, first refusal, modification or acceleration of any right, obligation or to loss of a material benefit under, or require the Company or any Subsidiary of the Company to increased, additional or accelerated rights or entitlements of make any payment to any Person underor give any Person a right to receive or elect to receive a payment from the Company, or result in the creation of any Lien or Encumbrance upon any of the properties or assets of the Company or any Liberty Party Subsidiary of the Company under, or require any consent under, any provision of (ii)(x) the Organizational Documents Company Charter or the Company Bylaws or (y) other comparable organizational documents of any Liberty PartySubsidiary of the Company, (ii) any Contract, permit Authorization of the Company or franchise any Subsidiary of the Company or any Material Contract to which the Company or any Liberty Party Subsidiary of the Company is a party or by which it or any of their respective its properties or assets is are bound or is the beneficiary or (iii) subject to the filings and other matters referred to in Section 3.05(b), any Judgment judgment, order, injunction, decree, charge, writ, ruling, determination, directive, award or any Applicable Law settlement, whether civil, criminal or administrative and whether formal or informal (“Judgment”) or transnational, national, federal, state, local, provincial, municipal, domestic or foreign statute, constitution, law (including common law), ordinance, code, permit, rule, regulation or ruling (including, for the avoidance of doubt, any applicable state takeover statute or other similar statute or regulationHealth Care Law, “Law”) applicable to the Company, its Subsidiaries or any Liberty Party of its or their respective properties or assets, except that no representation or warranty is made herein with respect to (x) Applicable Laws of any jurisdiction located outside of the United States and the European Community ("Liberty Excluded Jurisdictions")other than, (y) in the case of clauses (ii) and (iii) above, any such items thatthat have not had and would not reasonably be expected to have, individually or in the aggregate, would not have a Liberty Company Material Adverse Effect and (z) the Articles of Association of multiThematiques (the "Articles of Association"), the multiThematiques Cooperation Agreement and the Option AgreementsEffect. (b) No material Consent consent, waiver, approval, clearance, license, permit, order or other authorization (“Consent”) of, or Filing withregistration, declaration, notice or filing with or from, any transnational, national, federal, state, local, provincial, municipal or other government, domestic or foreign, or any court of competent jurisdiction, administrative or regulatory agency, body or commission or other governmental or quasi-governmental (including self-regulatory) authority or instrumentality, domestic or foreign (each, a “Governmental Entity Entity”), is required to be obtained or made by or with respect to any Liberty Party the Company in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions (provided, that no representation or warranty is made by a Liberty Party with respect to Consents from, or Filings with, any Governmental Entity in a Liberty Excluded Jurisdiction)Transactions, other than (i) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act, the EC Merger Regulation ”) and the merger regulations of individual countries in Europe, in each case if applicableany other Antitrust Law, (ii) the filing of such reports as may be required under the securities laws of France, and with the SEC of (A) the Information Statement and (B) such reports and filings under Sections 13 and 16 of the Exchange Act, Act as may be required in connection with this Agreement, the Mergers Merger and the other Transactions, (iii) the filing of the Certificates Certificate of Merger and the Certificate of Dissolution with the Secretary of State of the State of Delaware, (iv) compliance with and such filings as may be required under applicable environmental lawsthe rules and regulations of Nasdaq in connection with this Agreement, the Merger and the other Transactions and (v) such filings as may other Consents that have not had and would not reasonably be required in connection with any Taxes, (vi) filings with the Ministry of Economy of France in connection with the liquidation of a foreign investment and (vii) such other items (A) required solely by reason of the participation of the Universal Parties (as opposed expected to any third party) in the Transactions or (B) thathave, individually or in the aggregate, have not had and would not have a Liberty Company Material Adverse Effect.

No Conflicts; Consents. (a) The execution, execution and delivery and performance by each Liberty Party the Company of this Agreement does do not, and the consummation of the Merger and the other Transactions and compliance with the terms hereof will not not, conflict with, or result in any violation of, or default (with or without the giving of notice or lapse of time, or both), conflict with or result in any breach or violation of or default ) under, or give rise to a right of or result in a termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional or accelerated rights or entitlements of any Person under, or result in the creation of any Lien or Encumbrance other than any Permitted Lien upon any of the properties or assets of the Company or any Liberty Party Company Subsidiary under, any provision of (i) the Organizational Documents Company Charter, the Company By-laws or the comparable organizational documents of any Liberty PartyCompany Subsidiary, (ii) any Contract, permit or franchise Contract to which the Company or any Liberty Party Company Subsidiary is a party or by which any of their respective properties or assets is bound or is the beneficiary or (iii) subject to the filings and other matters referred to in Section 2.05(b), any Judgment judgment, order, injunction or decree of any Governmental Entity (“Judgment”) or statute, law (including common law), ordinance, rule or regulation of any Governmental Entity (“Law”), in either case that is applicable to the Company or any Applicable Law (including any applicable state takeover statute or other similar statute or regulation) applicable to any Liberty Party Company Subsidiary or their respective properties properties, rights or assets, except that no representation or warranty is made herein with respect to (x) Applicable Laws of any jurisdiction located outside of the United States and the European Community ("Liberty Excluded Jurisdictions")other than, (y) in the case of clauses (ii) and (iii) above, any such items thatthat would not reasonably be expected to, individually or in the aggregate, would not have a Liberty Company Material Adverse Effect and (z) the Articles it being agreed that for purposes of Association of multiThematiques (the "Articles of Association"this Section 2.05(a), clause (G) of the multiThematiques Cooperation Agreement and definition of the Option Agreementsterm “Company Material Adverse Effect,” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur). (b) No material Consent consent, approval, license, permit, order or authorization (“Consent”) of, or Filing registration, notification, declaration or filing with, or permit from, any national, Federal, state, provincial, local or other government, domestic or foreign, or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a “Governmental Entity Entity”), is required to be obtained or made by or with respect to the Company or any Liberty Party Company Subsidiary in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions (provided, that no representation or warranty is made by a Liberty Party with respect to Consents from, or Filings with, any Governmental Entity in a Liberty Excluded Jurisdiction)Transactions, other than (i) compliance with and filings under U.S. Antitrust Laws, including the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act, the EC Merger Regulation and the merger regulations of individual countries in Europe, in each case if applicable”), (ii) the applicable requirements of antitrust, competition, foreign investment or other similar Laws of jurisdictions other than the United States (collectively, “Foreign Antitrust Laws” and together with the U.S. Antitrust Laws, “Antitrust Laws”), (iii) notices to the U.S. Department of Defense, Defense Security Service (“DSS”) pursuant to NISPOM, (iv) notices to the U.S. State Department Directorate of Defense Trade Controls (“DDTC”) pursuant to the International Traffic in Arms Regulations (“ITAR”), (v) the filing of such reports as may be required under the securities laws of France, and with the SEC of (A) the Proxy Statement and (B) such reports under Sections 13 the Securities Exchange Act of 1934, as amended (together with the rules and 16 of regulations promulgated thereunder, the “Exchange Act, ”) as may be required in connection with this Agreement, the Mergers Merger and the other Transactions, (iiivi) the filing of the Certificates Certificate of Merger and the Certificate of Dissolution with the Secretary of State of the State of Delaware, (ivvii) compliance with and such filings as may be required under applicable environmental laws, the rules and regulations of the NASDAQ Stock Market LLC (v“Nasdaq”) such filings as may be required in connection with any Taxes, (vi) filings with the Ministry of Economy of France in connection with the liquidation of a foreign investment and (viiviii) such other items (A) required solely by reason of the participation of the Universal Parties Parent (as opposed to any third partyPerson) in the Transactions or (B) thatthe failure of which to obtain or make would not reasonably be expected to, individually or in the aggregate, have not had and would not have a Liberty Company Material Adverse Effect (it being agreed that for purposes of this Section 2.05(b), clause (G) of the definition of the term “Company Material Adverse Effect,” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur).

No Conflicts; Consents. (a) The execution, execution and delivery and performance by each Liberty Party the Company of this Agreement does do not, and the consummation by the Company of the Merger and the other Transactions to be performed or consummated by the Company in accordance with the terms of this Agreement and compliance by the Company with the terms hereof will not not, conflict with, or result in any violation of or default (with or without the giving of notice or lapse of time, or both), conflict with or result in any breach or violation of or default ) under, or give rise to a right of or result in a termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional additional, accelerated or accelerated guaranteed rights or entitlements of any Person person under, or result in the creation of any Lien or Encumbrance upon any of the properties or assets of the Company or any Liberty Party Company Subsidiary under, any provision of (i) the Organizational Documents Company Charter, the Company By-laws or the comparable charter or organizational documents of any Liberty PartyCompany Subsidiary, (ii) any contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a "Contract, permit or franchise ") to which the Company or any Liberty Party Company Subsidiary is a party or by which any of their respective properties or assets is bound or is the beneficiary or (iii) subject to the filings and other matters referred to in Section 3.05(b), any Judgment judgment, order or any Applicable Law decree ("Judgment") or statute, law (including any applicable state takeover statute common law), ordinance, rule or other similar statute or regulationregulation ("Law") applicable to the Company or any Liberty Party Company Subsidiary or their respective properties or assets, except that no representation or warranty is made herein with respect to (x) Applicable Laws of any jurisdiction located outside of the United States and the European Community ("Liberty Excluded Jurisdictions")other than, (y) in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Liberty Company Material Adverse Effect and (z) the Articles of Association of multiThematiques (the "Articles of Association"), the multiThematiques Cooperation Agreement and the Option AgreementsEffect. (b) No material Consent consent, approval, license, permit, order or authorization ("Consent") of, or Filing registration, declaration or filing with, or permit from, any Federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity Entity"), is required to be obtained or made by the Company or with respect to any Liberty Party Company Subsidiary in connection with the execution, delivery and performance of this Agreement or the consummation of the Merger and the other Transactions (provided, that no representation to be performed or warranty is made consummated by a Liberty Party the Company in accordance with respect to Consents from, or Filings with, any Governmental Entity in a Liberty Excluded Jurisdiction)the terms of this Agreement, other than (i) compliance with and filings under the HSR ActHart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the EC Merger Regulation and the merger regulations of individual countries in Europe, in each case if applicable"XXX Xxx"), (iixx) the filing with the Securities and Exchange Commission (the "SEC") of (A) the Joint Proxy Statement and (B) such reports under, or other applicable requirements of, the Securities Exchange Act of 1934, as may be required under amended (the securities laws of France, and with the SEC of such reports under Sections 13 and 16 of the "Exchange Act"), as may be required in connection with this Agreement, the Mergers Merger and the other TransactionsTransactions to be performed or consummated by the Company in accordance with the terms of this Agreement, (iii) the filing of the Certificates of Merger and the Certificate of Dissolution with the Secretary of State of the State of Delaware, (iv) compliance with and such filings as may be required under applicable environmental laws, (v) such filings as may be required in connection with any Taxes, (vi) filings with the Ministry of Economy of France in connection with the liquidation of a foreign investment and (vii) such other items (A) required solely by reason of the participation of the Universal Parties (as opposed to any third party) in the Transactions or (B) that, individually or in the aggregate, have not had and would not have a Liberty Material Adverse Effect.the

No Conflicts; Consents. (a) The execution, execution and delivery and performance by each Liberty Party Seller of, and the performance of its obligations under, this Agreement, the Adjustment Escrow Agreement does (if applicable), the Indemnity Escrow Agreement (if applicable) and the Ancillary Documents do not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not not, conflict with, or result in any violation of or default (with or without the giving of notice or lapse of time, or both), conflict with or result in any breach or violation of or default ) under, or give rise to a right of or result in a termination, cancelation cancellation or acceleration of any obligation of such Seller or to loss of a material benefit under, or to increased, additional or accelerated rights or entitlements of any Person such Seller under, or result in the creation of any Lien or Encumbrance Liens (other than a Permitted Lien) upon any of the properties or assets of any Liberty Party such Seller under, any provision of (i) the Organizational Documents organizational documents of any Liberty Partysuch Seller, (ii) any contract, lease, license, indenture, note, bond, agreement, concession, franchise or other instrument (each, a “Contract, permit or franchise ”) to which any Liberty Party such Seller is a party or by which any of their respective its properties or assets is bound or is the beneficiary or (iii) subject to the filings and other matters referred to in Section 2.03(b), any Judgment judgment, order or any Applicable Law decree (including any applicable state takeover statute “Judgment”) or other similar statute statute, law, ordinance, rule or regulationregulation (“Law”) that is applicable to any Liberty Party such Seller or their respective its properties or assets, except that no representation or warranty is made herein with respect to (x) Applicable Laws of any jurisdiction located outside of the United States and the European Community ("Liberty Excluded Jurisdictions")other than, (y) in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, would not have a Liberty Material Adverse Effect and (z) reasonably be expected to prevent such Seller from consummating the Articles of Association of multiThematiques (the "Articles of Association"), the multiThematiques Cooperation Agreement and the Option AgreementsTransactions or otherwise performing in all material respects its obligations under this Agreement. (b) No material Consent consent, approval, waiver, license, permit, order or authorization (“Consent”) of, or Filing registration, declaration or filing with, or Governmental Authorization from, any Federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a “Governmental Entity Entity”) is required to be obtained or made by or with respect to any Liberty Party such Seller in connection with the execution, delivery and performance of this Agreement, the Adjustment Escrow Agreement, the Indemnity Escrow Agreement (if applicable) and the Ancillary Documents or the consummation of the Transactions (provided, that no representation or warranty is made by a Liberty Party with respect to Consents from, or Filings with, any Governmental Entity in a Liberty Excluded Jurisdiction)Transactions, other than (i) compliance with and filings under applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act, the EC Merger Regulation and the merger regulations of individual countries in Europe, in each case if applicable”), (ii) the filing of such reports as may be required under the securities laws of France, and with the SEC of such reports under Sections 13 and 16 of the Exchange Act, as may be required in connection with this Agreement, the Mergers and the other Transactions, (iii) the filing of the Certificates of Merger and the Certificate of Dissolution with the Secretary of State of the State of Delaware, (iv) compliance with and such filings as may be required under applicable environmental laws, (v) such filings as may be required in connection with any Taxesthe Transfer Taxes described in Section 6.06, (vi) filings with the Ministry of Economy of France in connection with the liquidation of a foreign investment and (viiiii) such other items (A) required solely by reason of the participation of the Universal Parties Purchaser (as opposed to any third party) in the Transactions or (B) that, individually or in the aggregate, have not had and would not have a Liberty Material Adverse Effectreasonably be expected to prevent such Seller from consummating the Transactions or otherwise performing in all material respects its obligations under this Agreement.

No Conflicts; Consents. (a) The execution, execution and delivery and performance by each Liberty Party the Company of this Agreement does do not, and the consummation of the Merger and the other Transactions and compliance with the terms hereof will not not, conflict with, or result in any violation of or default (with or without the lapse of time or the giving of notice or lapse of timenotice, or both), conflict with or result in any breach or violation of or default ) under, or give rise to a right of or result in a termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional additional, accelerated or accelerated guaranteed rights or entitlements of any Person under, or result in the creation of any Lien or Encumbrance upon any of the properties or assets of the Company or any Liberty Party Company Subsidiary under, any provision of (i) the Organizational Documents Company Charter, the Company By-laws or the comparable charter or organizational documents of any Liberty PartyCompany Subsidiary, (ii) any contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract, permit or franchise ”) to which the Company or any Liberty Party Company Subsidiary is a party or by which any of their respective properties or assets is bound or is the beneficiary or (iii) subject to the filings and other matters referred to in Section 3.05(b), any Judgment judgment, order or any Applicable Law decree (“Judgment”) or statute, law (including any applicable state takeover statute common law), ordinance, rule or other similar statute or regulationregulation (“Law”) applicable to the Company or any Liberty Party Company Subsidiary or their respective properties or assets, except that no representation or warranty is made herein with respect to (x) Applicable Laws of any jurisdiction located outside of the United States and the European Community ("Liberty Excluded Jurisdictions")other than, (y) in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, would could not reasonably be expected to have a Liberty Company Material Adverse Effect and (z) the Articles of Association of multiThematiques (the "Articles of Association"), the multiThematiques Cooperation Agreement and the Option AgreementsEffect. (b) No material Consent consent, approval, license, permit, order or authorization (“Consent”) of, or Filing registration, declaration or filing with, or permit from, any Federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a “Governmental Entity Entity”), is required to be obtained or made by or with respect to the Company or any Liberty Party Company Subsidiary in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions (provided, that no representation or warranty is made by a Liberty Party with respect to Consents from, or Filings with, any Governmental Entity in a Liberty Excluded Jurisdiction)Transactions, other than (i) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act, the EC Merger Regulation and the merger regulations of individual countries in Europe, in each case if applicable”), (ii) any additional Consents and filings under any foreign antitrust, competition, premerger notification or trade regulation law, regulation or order (“Antitrust Laws”), (iii) the filing of such reports as may be required under the securities laws of France, and with the SEC of (A) a proxy statement relating to the adoption of this Agreement by the Company’s stockholders (the “Proxy Statement”) and (B) such reports under Sections 13 and 16 of under, or other applicable requirements of, the Exchange Act, as may be required in connection with this Agreement, the Mergers Merger and the other Transactions, (iiiiv) the filing of the Certificates Certificate of Merger and the Certificate of Dissolution with the Secretary of State of the State of Delaware, (iv) compliance Delaware and appropriate documents with and such filings as may be required under applicable environmental lawsthe relevant authorities of the other jurisdictions in which the Company is qualified to do business, (v) such filings as may be required in connection with any Taxesthe Taxes described in Section 6.09, (vi) filings with the Ministry of Economy of France in connection with the liquidation of a foreign investment under any applicable state takeover Law and (vii) such other items (A) required solely by reason of the participation of the Universal Parties (as opposed to any third party) in the Transactions or (B) that, individually or in the aggregate, have could not had and would not reasonably be expected to have a Liberty Company Material Adverse Effect.

No Conflicts; Consents. (a) The Except as set forth in Section 3.04(a) of the Company Disclosure Letter, the execution, delivery and performance by each Liberty Party the Company of this Agreement does do not, and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms of this Agreement will not not, (i) conflict with or result in any violation of any provision of the Company Charter or the Company Bylaws, (ii) subject to the filings and other matters referred to in Section 3.04(b), conflict with, or result in any violation of or default (with or without the giving of notice or lapse of time, or both), conflict with or result in any breach or violation of or default ) under, or give rise to a right of or result in a termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional additional, accelerated or accelerated guaranteed rights or entitlements of any Person person under, or result in the creation of any Lien pledge, lien, charge, mortgage, encumbrance or Encumbrance security interest of any kind or nature whatsoever (collectively, "Liens") upon any of the properties or assets of the Company under, or require the consent of any Liberty Party person under, any provision of (i) the Organizational Documents of any Liberty Party, (ii) any Contract, permit or franchise Contract to which any Liberty Party the Company is a party or by which any of their respective its properties or assets is bound or is the beneficiary affected or (iii) subject to the filings and other matters referred to in Section 3.04(b), conflict with or result in any Judgment violation of any domestic or any Applicable Law foreign judgment, verdict, jury award, injunction, order or decree ("Judgment") or domestic or foreign statute, law (including any applicable state takeover statute common law), ordinance, rule or other similar statute or regulationregulation ("Law") applicable to any Liberty Party the Company or their respective its properties or assets, except that no representation or warranty is made herein with respect to (x) Applicable Laws of any jurisdiction located outside of the United States and the European Community ("Liberty Excluded Jurisdictions"), (y) in the case of clauses (ii) and (iii) above, any for such items thatmatters as, individually or in the aggregate, would could not reasonably be expected to have a Liberty Company Material Adverse Effect and (z) the Articles of Association of multiThematiques (the "Articles of Association"), the multiThematiques Cooperation Agreement and the Option AgreementsEffect. (b) No material Consent consent, approval, license, permit, order or authorization ("Consent") of, or Filing registration, declaration or filing with, or notice to, or Permit from, any federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity Entity") is required to be obtained or made by or with respect to any Liberty Party the Company in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions (provided, that no representation or warranty is made by a Liberty Party with respect to Consents from, or Filings with, any Governmental Entity in a Liberty Excluded Jurisdiction)Transactions, other than (i) compliance with and filings under the HSR Act, the EC Merger Regulation and the merger regulations of individual countries in Europe, in each case if applicable, (ii) the filing of such reports as may be required under the securities laws of France, and with the SEC of (A) the Schedule 14D-9, (B) a proxy or information statement relating to the Company Stockholder Approval (the "Proxy Statement"), if such approval is required by applicable Law, and (C) such reports under Sections Section 13 and 16 of the Exchange Act, as may be required in connection with this Agreement, the Mergers Offer, the Merger and the other Transactions, (iiiii) the filing of the Certificates Articles of Merger and the Certificate of Dissolution with the Secretary of State of the State of DelawareWashington and appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business, (iv) compliance with and such filings as may be required under applicable environmental laws, (viii) such filings as may be required in connection with any Taxesthe Taxes described in Section 6.09, (viiv) filings with the Ministry of Economy of France in connection with the liquidation of a under state securities Laws, (v) such filings and approvals as may be required by any foreign investment premerger notification, securities, corporate or other Law and (viivi) such other items (A) required solely by reason of the participation of the Universal Parties (as opposed to any third party) in the Transactions or (B) thatas, individually or in the aggregate, have could not had and would not reasonably be expected to have a Liberty Company Material Adverse Effect.

No Conflicts; Consents. (a) The execution, execution and delivery by Seller of each Lane Transaction Agreement to which it is or will be a party and the performance by each Liberty Party it of this Agreement does its obligations hereunder and thereunder do not, and the consummation of the Transactions Acquisition and the other transactions contemplated hereby and thereby and compliance with the terms hereof and thereof will not not, conflict with, or result in any violation of or default (with or without the giving of notice or lapse of time, or both), conflict with or result in any breach or violation of or default ) under, or give rise to a right of or result in a termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional additional, accelerated or accelerated guaranteed rights or entitlements of any Person person under, or result in the creation of any Lien pledges, claims, liens, charges, mortgages, encumbrances and security interests of any kind or Encumbrance nature whatsoever (collectively, "Liens") upon any of the properties or assets of any Liberty Party Seller under, any provision of (i) the Organizational Documents certificate of incorporation or by-laws or any Liberty Partycomparable organizational documents of Seller, (ii) any contract, commitment, obligation, lease, license, indenture, note, debenture, bond, guarantee, agreement, permit, concession, franchise or other instrument (a "Contract, permit or franchise ") to which any Liberty Party Seller is a party or by which any of their respective its properties or assets is are bound or is the beneficiary or (iii) subject to the filings and other matters referred to in Section 2.03(b), any Judgment judgment, order or any Applicable Law decree (including any applicable state takeover statute "Judgment") or other similar statute statute, law, ordinance, rule or regulationregulation ("Law") applicable to any Liberty Party Seller or their respective its properties or assets, except that no representation or warranty is made herein with respect to (x) Applicable Laws of any jurisdiction located outside of the United States and the European Community ("Liberty Excluded Jurisdictions")other than, (y) in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, would have not had and are not reasonably likely to have a Liberty Seller Material Adverse Effect and (z) the Articles of Association of multiThematiques (the "Articles of Association"), the multiThematiques Cooperation Agreement and the Option AgreementsEffect. (b) No material Consent consent, approval, license, Permit, order or authorization ("Consent") of, or Filing registration, declaration or filing with, or Permit from, any domestic or foreign (whether national, Federal, state, provincial, local or otherwise) government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity Entity") is required to be obtained or made by or with respect to any Liberty Party Seller in connection with the execution, delivery and performance of this any Lane Transaction Agreement to which it is or will be a party or the consummation of the Transactions (provided, that no representation Acquisition or warranty is made by a Liberty Party with respect to Consents from, or Filings with, any Governmental Entity in a Liberty Excluded Jurisdiction)the other transactions contemplated hereby and thereby, other than (i) compliance with and filings under the HSR ActHart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx"), (xx) any required approval of the Acquisition by the European Commission pursuant to Council Regulation No. 4064189 of the European Community, as amended (the "EC Merger Regulation and the merger regulations of individual countries in Europe, in each case if applicable, (ii) the filing of such reports as may be required under the securities laws of France, and with the SEC of such reports under Sections 13 and 16 of the Exchange Act, as may be required in connection with this Agreement, the Mergers and the other TransactionsRegulation"), (iii) any required approvals or filings under the filing antitrust laws of member states of the Certificates of Merger and the Certificate of Dissolution with the Secretary of State of the State of DelawareEuropean Union, (iv) any filings required under the rules and regulations of the New York Stock Exchange (the "NYSE"), (v) such filings with and approvals of the Bureau of Alcohol, Tobacco, Firearms and Explosives, state licensing authorities and state taxing authorities as are required to consummate the Acquisition, (vi) compliance with and any such filings as may be required under applicable environmental lawsEnvironmental Law (as defined in Section 9.05), (v) such filings as may be required in connection with any Taxes, (vi) filings with the Ministry of Economy of France in connection with the liquidation of a foreign investment and (vii) such other items (A) required solely by reason that the failure of the participation of the Universal Parties (as opposed which to any third party) in the Transactions obtain or (B) thatmake, individually or in the aggregate, have are not had and would not reasonably likely to have a Liberty Seller Material Adverse Effect.

No Conflicts; Consents. (a) The execution, execution and delivery by each of B&W and each B&W Company of each Transaction Agreement to which it is or will be a party and the performance by each Liberty Party it of this Agreement does its obligations hereunder and thereunder do not, and the consummation of the Asset Contribution, the Assumption of Liabilities, the B&W Opco Stock Contribution and the other Transactions and compliance with the terms hereof and thereof will not not, conflict with, or result in any violation of or default (with or without the giving of notice or lapse of time, or both), conflict with or result in any breach or violation of or default ) under, or give rise to a right of or result in a termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional additional, accelerated or accelerated guaranteed rights or entitlements of any Person person under, or result in the creation of any Lien or Encumbrance upon any of the properties or assets of any Liberty Party Contributed Assets under, any provision of (i) the Organizational Documents B&W certificate of incorporation or the B&W by-laws or the comparable charter or organizational documents of any Liberty Partyother B&W Company, (ii) any Contract, permit or franchise material Contract to which B&W or any Liberty Party B&W Company is a party or by which any of their respective properties or assets is bound or is the beneficiary or (iii) subject to the filings and other matters referred to in Section 4.05(b), any Judgment or any Applicable Law (including any applicable state takeover statute or other similar statute or regulation) applicable to B&W, B&W Opco or any Liberty Party other B&W Company or their respective properties or assets, except that no representation or warranty is made herein with respect to (x) Applicable Laws of any jurisdiction located outside of the United States and the European Community ("Liberty Excluded Jurisdictions")other than, (y) in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, would have not had and are not reasonably likely to have a Liberty B&W Material Adverse Effect and (z) the Articles of Association of multiThematiques (the "Articles of Association"), the multiThematiques Cooperation Agreement and the Option AgreementsEffect. (b) No material Consent of, or Filing registration, declaration or filing with, or Permit from, any Governmental Entity is required to be obtained or made by or with respect to B&W or any Liberty Party B&W Subsidiary in connection with the execution, delivery and performance by B&W or any B&W Company of this any Transaction Agreement to which it is a party or the consummation by it of the Transactions (provided, that no representation or warranty is made by a Liberty Party with respect to Consents from, or Filings with, any Governmental Entity in a Liberty Excluded Jurisdiction)Transactions, other than (i) compliance with and filings under the HSR Act, (ii) any required approval of the Transactions by the European Commission pursuant to the EC Merger Regulation and the merger regulations of individual countries in Europe, in each case if applicableRegulation, (iiiii) any required approvals or filings under the antitrust laws of member states of the European Union, (iv) the filing of such reports as may be required under the securities laws of France, and with the SEC of (A) the Form S-4, (B) the Form 8-A and (C) such reports under Sections Section 13 and Section 16 of the Exchange Act, Act as may be required in connection with this AgreementAgreement and the other Transaction Agreements, the Mergers Merger and the other Transactions, (iiiv) any filings required in connection with the Tax Rulings, (vi) filing of the Certificates Certificate of Merger and the Certificate of Dissolution with the Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of the other jurisdictions in which the B&W Subsidiaries are qualified to do business, (ivvii) such filings with and approvals of the NYSE as are required to permit the shares of Xxxxxxxx American Common Stock that are to be issued in the Share Issuance to be listed on the NYSE, (viii) such filings with and approvals of the Bureau of Alcohol, Tobacco, Firearms and Explosives, state licensing authorities and state taxing authorities as are required to transfer Permits to B&W Opco or to otherwise consummate the Transactions, (ix) compliance with and any such filings as may be required under applicable environmental lawsEnvironmental Law, (vx) such filings as may be required in connection with any Taxes, (vi) filings with the Ministry of Economy of France taxes described in connection with the liquidation of a foreign investment Section 6.09 and (viixi) such other items (A) required solely by reason that the failure of the participation of the Universal Parties (as opposed which to any third party) in the Transactions obtain or (B) thatmake, individually or in the aggregate, have are not had and would not reasonably likely to have a Liberty B&W Material Adverse Effect.

No Conflicts; Consents. (a) The executionExcept as set forth in the ---------------------- Company Disclosure Letter, the execution and delivery and performance by each Liberty Party the Company of this Agreement does not, and the consummation of the Merger and the other Transactions and compliance with the terms hereof and thereof will not not, conflict with, or result in any violation of or default (with or without the giving of notice or lapse of time, or both), conflict with or result in any breach or violation of or default ) under, or give rise to a right of or result in a termination, consent, approval, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional additional, accelerated or accelerated guaranteed rights or entitlements of any Person person under, or result in the creation of any Lien or Encumbrance upon any of the properties or assets of the Company or any Liberty Party Company Subsidiary under, any provision of (i) the Organizational Documents Company Charter, the Company By-laws or the comparable charter or organizational documents of any Liberty PartyCompany Subsidiary, (ii) any loan or credit agreement, contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a "Contract, permit or franchise ") to which the -------- Company or any Liberty Party Company Subsidiary is a party or by which any of their respective properties or assets is bound or is the beneficiary or (iii) subject to the filings and other matters referred to in Section 3.05(b), any Judgment judgment, order or decree ("Judgment") or -------- statute, law, ordinance, rule or regulation ("Applicable Law") or writ, permit -------------- or license applicable to the Company or any Applicable Law (including any applicable state takeover statute or other similar statute or regulation) applicable to any Liberty Party Company Subsidiary or their respective properties or assetsassets (other than immaterial consents, except that no representation approvals, licenses, permits, orders, authorizations, registrations, declarations or warranty is made herein filings, including with respect to (x) Applicable Laws of any jurisdiction located outside of the United States communications systems, zoning, name changes, occupancy and the European Community ("Liberty Excluded Jurisdictions"similar routine regulatory approvals), (y) other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, would have not had and could not reasonably be expected to have a Liberty Company Material Adverse Effect and (z) the Articles of Association of multiThematiques (the "Articles of Association"), the multiThematiques Cooperation Agreement and the Option AgreementsEffect. (b) No material Consent consent, approval, license, permit, order or authorization (other than immaterial consents, approvals, licenses, permits, orders, authorizations, registrations, declarations or filings, including with respect to communications systems, zoning, name changes, occupancy and similar routine regulatory approvals) ("Consent") of, action ------- by or in respect of, or Filing registration, declaration or filing with, or notice to, any Federal, state, local or foreign government or any court of competent jurisdiction, administrative or regulatory agency or commission or other governmental authority or instrumentality or any non-governmental self-regulatory agency, commission or authority, domestic or foreign (a "Governmental Entity Entity") is required to be obtained or made by or with ------------------- respect to the Company or any Liberty Party Company Subsidiary in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions (provided, that no representation or warranty is made by a Liberty Party with respect to Consents from, or Filings with, any Governmental Entity in a Liberty Excluded Jurisdiction)Transactions, other than (i) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as am ended (the "HSR Act, the EC Merger Regulation and the merger regulations of individual countries in Europe, in each case if applicable"), (ii) the filing with the Securities and Exchange Commission ------- (the "SEC") of such reports as may be required under (A) a proxy or information statement relating to the securities laws --- approval of Francethis Agreement by the Company's shareholders (the "Proxy ----- Statement"), and with the SEC of (B) such reports under Sections 13 and 16 the Securities Exchange Act of --------- 1934, as amended (the "Exchange Act"), as may be required in connection ------------ with this Agreement, the Mergers Second Step Merger and the other Transactions, (iii) the filing of the Certificates Illinois Articles of Merger with, and the Certificate issuance of Dissolution with a certificate of merger by, the Secretary of State of the State of DelawareIllinois, the filing of the Pennsylvania Articles of Merger with the Department of State of Pennsylvania and the filing of appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business, (iv) notice to, and the consent and approval of, the Federal Energy Regulatory Commission ("FERC") under ----- the Power Act, (v) notice to, and the consent and approval of, the Nuclear Regulatory Commission (the "NRC") under the Atomic Energy Act of --- 1954, as amended (the "Atomic Energy Act"), (vi) notice to the Illinois ----------------- Commerce Commission (the "ICC"), (vii) the consents, filings and approvals --- required under PUHCA, (viii) compliance with and such filings as may be required under applicable environmental lawsEnvironmental Laws (as defined in Section 3.17), (vix) such filings as may be required in connection with any Taxes, (vi) filings with the Ministry of Economy of France taxes described in connection with the liquidation of a foreign investment Section 6.09 and (viix) such other items as are set forth in the Company Disclosure Letter (collectively, whether or not legally required to be obtained, the "Company Required Statutory Approvals") ------------------------------------ (c) The Company and the Company Board have taken all action necessary to (i) render the Company Rights inapplicable to this Agreement, the Merger and the other Transactions and (ii) ensure that (A) required solely neither Parent nor any of its affiliates or associates is or will become an "Acquiring Person" (as defined in the Company Rights Agreement) by reason of this Agreement, the participation of the Universal Parties (as opposed to Merger or any third party) in the Transactions or other Transaction, (B) that, individually or a "Distribution Date" (as defined in the aggregateCompany Rights Agreement) shall not occur by reason of this Agreement, have not had the Merger or any other Transaction and would not have a Liberty Material Adverse Effect(C) the Company Rights shall expire immediately prior to the Merger Effective Time.

No Conflicts; Consents. (a) The execution, execution and delivery and performance by each Liberty Party the Company of this Agreement does do not, and the consummation by the Company of the Merger and the other Transactions to be performed or consummated by the Company in accordance with the terms of this Agreement and compliance by the Company with the terms hereof will not not, conflict with, or result in any violation of or default (with or without the giving of notice or lapse of time, or both), conflict with or result in any breach or violation of or default ) under, or give rise to a right of or result in a consent, termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional additional, accelerated or accelerated guaranteed rights or entitlements of any Person person under, or result in the creation of any Lien or Encumbrance upon any of the properties or assets of the Company or any Liberty Party Company Subsidiary under, any provision of (i) the Organizational Documents Company Charter, the Company By-laws or the comparable organizational documents of any Liberty PartyCompany Subsidiary, (ii) any contract, management agreement, development agreement, consulting agreement, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a "Contract, permit or franchise ") to which the Company or any Liberty Party Company Subsidiary is a party or by which any of their respective properties or assets is bound or is the beneficiary or (iii) subject to the filings and other matters referred to in Section 3.05(b), any Judgment judgment, order or any Applicable Law decree ("Judgment") or statute, law (including any applicable state takeover statute common law), ordinance, rule or other similar statute or regulationregulation ("Law") applicable to the Company or any Liberty Party Company Subsidiary or their respective properties or assets, except that no representation or warranty is made herein with respect to (x) Applicable Laws of any jurisdiction located outside of the United States and the European Community ("Liberty Excluded Jurisdictions")other than, (y) in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Liberty Company Material Adverse Effect and (z) the Articles of Association of multiThematiques (the "Articles of Association"), the multiThematiques Cooperation Agreement and the Option AgreementsEffect. (b) No material Consent consent, approval, license, order or authorization ("Consent") of, or Filing registration, declaration or filing with, or Permit from, any Federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity Entity"), is required to be obtained or made by the Company or with respect to any Liberty Party Company Subsidiary in connection with the execution, delivery and performance of this Agreement or the consummation of the Merger and the other Transactions (provided, that no representation to be performed or warranty is made consummated by a Liberty Party the Company in accordance with respect to Consents from, or Filings with, any Governmental Entity in a Liberty Excluded Jurisdiction)the terms of this Agreement, other than (i) compliance with and filings under the HSR Hart-Scott-Rodino Antitrust Improvements Act of 1976, as axxxxxx (xxx "XXX Act, the EC Merger Regulation ") and the merger regulations any applicable antitrust or competition laws of individual countries in Europe, in each case if applicableforeign jurisdictions ("Foreign Competition Laws"), (ii) the filing with the Securities and Exchange Commission (the "SEC") of (A) the Joint Proxy Statement and (B) such reports under, or other applicable requirements of, the Securities Exchange Act of 1934, as may be required under amended (the securities laws of France, and with the SEC of such reports under Sections 13 and 16 of the "Exchange Act"), as may be required in connection with this Agreement, the Mergers Merger and the other TransactionsTransactions to be performed or consummated by the Company in accordance with the terms of this Agreement, (iii) the filing of the Certificates Certificate of Merger and the Certificate of Dissolution with the Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business, (iv) compliance with and such filings and approvals as may be required under applicable environmental laws, Gaming Laws and (v) such filings as may be required in connection with any Taxes, (vi) filings with the Ministry of Economy of France in connection with the liquidation of a foreign investment and (vii) such other items (A) required solely by reason of the participation of the Universal Parties (as opposed to any third party) in the Transactions or (B) that, individually or in the aggregate, have not had and would not reasonably be expected to have a Liberty Company Material Adverse Effect.

No Conflicts; Consents. (a) a. The execution, execution and delivery and performance hereof by each Liberty Party of this Agreement does the Company do not, and and, subject to the receipt of the Company Stockholder Approval, the consummation of the Merger and the other Transactions and compliance with the terms hereof will not not, contravene, conflict with, require any consent or notice under, or result in any violation of or default (with or without the giving of notice or lapse of time, or both), conflict with or result in any breach or violation of or default ) under, or give rise to a right of or result in a termination, cancelation or acceleration of any obligation obligation, to a right to challenge the Transactions or to loss of a material benefit under, or to increased, additional or accelerated rights or entitlements result in the triggering of any Person underpayments pursuant to, or result in the creation of any Lien or Encumbrance upon any of the properties or assets of the Company or any Liberty Party Company Subsidiary under, any provision of (i) the Organizational Documents Company Charter, the Company By-laws or the comparable charter or organizational documents of any Liberty PartyCompany Subsidiary, (ii) any Contractindenture, permit credit agreement, mortgage, note, instrument of indebtedness, Company Contract or franchise Company Benefit Plan to which the Company or any Liberty Party Company Subsidiary is a party or by which any of their respective properties or assets is bound or is the beneficiary or (iii) subject to the filings and other matters referred to in Section 3.04(b), any Judgment or any Applicable Law (including any applicable state takeover statute or other similar statute or regulation) applicable to the Company or any Liberty Party Company Subsidiary or their respective properties or assetsassets other than, except that no representation or warranty is made herein with respect to (x) Applicable Laws of any jurisdiction located outside of the United States and the European Community ("Liberty Excluded Jurisdictions"), (y) in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had, or would not have reasonably be expected to have, a Liberty Company Material Adverse Effect and (z) the Articles of Association of multiThematiques (the "Articles of Association"), the multiThematiques Cooperation Agreement and the Option AgreementsEffect. b. No consent, approval, waiver, license, permit, franchise, authorization or Judgment (b“Consent”) No material Consent of, or Filing registration, declaration, notice, report, submission or other filing (“Filing”) with, any government or any arbitrator, tribunal or court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality (in each case whether Federal, state, local, foreign, international or multinational) (a “Governmental Entity Entity”) is required to be obtained or made by or with respect to the Company or any Liberty Party Company Subsidiary in connection with the execution, delivery and performance of this Agreement hereof or the consummation of the Transactions (provided, that no representation or warranty is made by a Liberty Party with respect to Consents from, or Filings with, any Governmental Entity in a Liberty Excluded Jurisdiction)Transactions, other than (i) compliance with Filings and filings Consents under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), (B) Council Regulation (EC) No 139/2004 (the “EU Merger Regulation”), (C) the Competition Act (Canada) (the “Canadian Investment Regulations”), and (D) any other applicable foreign competition, antitrust, merger control or investment laws set forth on Schedule 3.04(b) (the Filings and Consents identified in this clause (i), the EC Merger Regulation and the merger regulations of individual countries in Europe, in each case if applicable“Required Antitrust Filings”), (ii) the filing of such reports as may be required under the securities laws of France, and with the SEC of (A) the Proxy Statement, and (B) such reports Filings under Sections 13 and 16 of the Exchange Act, Act as may be required in connection with this Agreement, the Mergers Merger and the other Transactions, (iii) such Filings and Consents as may be required under the rules and regulations of the NYSE, (iv) the filing of the Certificates Certificate of Merger and the Certificate of Dissolution with the Secretary of State of the State of Delaware, (iv) compliance Delaware and appropriate documents with and such filings as may be required under applicable environmental lawsthe relevant authorities of the other jurisdictions in which the Company is qualified to do business, (v) such filings Filings and Consents as may be required in connection with any the Taxes described in Section 6.08 (Transfer Taxes), (vi) filings with such Filings and Consents as may be required solely by reason of Parent’s (as opposed to any other third party’s) participation in the Ministry of Economy of France in connection with the liquidation of a foreign investment Transactions and (vii) such other items (A) required solely by reason Consents or Filings under applicable Law the absence of the participation of the Universal Parties (as opposed to any third party) in the Transactions or (B) thatwhich, individually or in the aggregate, have not had and would not reasonably be expected to have a Liberty Company Material Adverse Effect.

No Conflicts; Consents. (a) The executionExcept as set forth in the disclosure letter dated as of and delivered by the Company to Parent on March 31, 1999, the execution and delivery and performance by the Company of each Liberty Party of this Transaction Agreement does to which it is a party do not, and the consummation of the Merger and the other Transactions and compliance with the terms hereof and thereof will not not, conflict with, or result in any violation of or default (with or without the giving of notice or lapse of time, or both), conflict with or result in any breach or violation of or default ) under, or give rise to a right of or result in a termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional or accelerated rights or entitlements of any Person under, or result in the creation of any Lien or Encumbrance upon any of the properties or assets of the Company or any Liberty Party Company Subsidiary under, any provision of (i) the Organizational Documents Company Charter, the Company By-laws or the comparable charter or organizational documents of any Liberty PartyCompany Subsidiary, (ii) any contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a "Contract, permit or franchise ") to which the Company or any Liberty Party Company Subsidiary is a party or by which any of their respective properties or assets is bound or is the beneficiary or (iii) subject to the filings and other matters referred to in Section 3.5(b), any Judgment judgment, order or any Applicable Law decree ("Judgment") or statute, law (including any applicable state takeover statute common law), ordinance, rule or other similar statute or regulationregulation ("Applicable Law") applicable to the Company or any Liberty Party Company Subsidiary or their respective properties or assets, except that no representation or warranty is made herein with respect to (x) Applicable Laws of any jurisdiction located outside of the United States and the European Community ("Liberty Excluded Jurisdictions")except, (y) in the case of clauses (ii) and (iii) above, for any such items that, individually or in the aggregate, would not have a Liberty Material Adverse Effect and (z) the Articles of Association of multiThematiques (the "Articles of Association"), the multiThematiques Cooperation Agreement and the Option Agreements. (b) No material Consent of, or Filing with, any Governmental Entity is required to be obtained or made by or with respect to any Liberty Party in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions (provided, that no representation or warranty is made by a Liberty Party with respect to Consents from, or Filings with, any Governmental Entity in a Liberty Excluded Jurisdiction), other than (i) compliance with and filings under the HSR Act, the EC Merger Regulation and the merger regulations of individual countries in Europe, in each case if applicable, (ii) the filing of such reports as may be required under the securities laws of France, and with the SEC of such reports under Sections 13 and 16 of the Exchange Act, as may be required in connection with this Agreement, the Mergers and the other Transactions, (iii) the filing of the Certificates of Merger and the Certificate of Dissolution with the Secretary of State of the State of Delaware, (iv) compliance with and such filings as may be required under applicable environmental laws, (v) such filings as may be required in connection with any Taxes, (vi) filings with the Ministry of Economy of France in connection with the liquidation of a foreign investment and (vii) such other items (A) required solely by reason of the participation of the Universal Parties (as opposed to any third party) in the Transactions or (B) that, individually or in the aggregate, have not had and would not reasonably be expected to have a Liberty Company Material Adverse Effect. (b) No material consent, approval, license, permit, order or authorization ("Consent") of, or registration, declaration or filing with, any Federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity") is required to be obtained or made by or with respect to the Company or any Company Subsidiary in connection with the execution, delivery and performance of any Transaction Agreement to which it is a party or the consummation of the Transactions, other than (i) compliance with and filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act"), (xx) xxx xxxxxx xith the Securities and Exchange Xxxxxxxxxx (xxx "XXX") xx (A) a proxy or information statement relating to the approval of this Agreement by the Company's shareholders (the "Proxy Statement") and (B) such reports under Sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement and the other Transaction Agreement, the Merger and the other Transactions, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Louisiana and appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business, (iv) such filings as may be required in connection with transfers of property under applicable Environmental Laws (as defined in Section 3.17), and (v) such other items required solely by reason of the participation of Parent (as opposed to any third party) in the Transactions. (c) The Company and the Company Board have taken all action necessary to (i) render the Company Rights inapplicable to this Agreement and the other Transaction Agreement, the Merger and the other Transactions and (ii) ensure that (A) neither Parent nor any of its affiliates or associates is or will become an "Acquiring Person" (as defined in the Company Rights Agreement) by reason of any Transaction Agreement, the Merger or any other Transaction, (B) no "Separation Time", "Flip-in Date" or "Flip-over Event" (as such terms are defined in the Company Rights Agreement) shall occur by reason of any Transaction Agreement, the Merger or any other Transaction and (C) the Company Rights shall expire immediately prior to the Effective Time.

No Conflicts; Consents. (a) The Except as set forth on Section 3.05(a) of the Company Disclosure Letter, the execution, delivery and performance by each Liberty Party the Company of this Agreement does and the Escrow Agreement do not, and the consummation of the Merger and the other Transactions and compliance with the terms hereof and thereof will not conflict with, or result in any violation of or default (with or without the giving of notice or lapse of time, or both), conflict with or result in any breach or violation of or default ) under, or give rise to a right of or result in a termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional or accelerated rights or entitlements of any Person under, or result in the creation of any Lien or Encumbrance (other than a Permitted Lien) upon any of the properties or assets of the Company or any Liberty Party Company Subsidiary under, require any notice under (the failure of which to deliver would constitute a material breach or default thereof) or consent or waiver of any person pursuant to, any provision of (i) the Organizational Documents Company Charter, the Company Bylaws or the comparable charter or organizational documents of any Liberty PartyCompany Subsidiary, (ii) any Contract, permit or franchise Material Contract to which the Company or any Liberty Party Company Subsidiary is a party or by which any of their respective properties or assets is bound or is the beneficiary bound, or (iii) subject to the filings and other matters referred to in Section 3.05(b), in any material respect, any Judgment or any Applicable Law (including any applicable state takeover statute or other similar statute or regulation) applicable to the Company or any Liberty Party Company Subsidiary or their respective properties or assets, except that no representation or warranty is made herein with respect to (x) Applicable Laws of any jurisdiction located outside of the United States and the European Community ("Liberty Excluded Jurisdictions"), (y) in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, as is not and would not have a Liberty Material Adverse Effect and (z) reasonably be expected to be material to the Articles business of Association of multiThematiques (the "Articles of Association"), the multiThematiques Cooperation Agreement Company and the Option AgreementsCompany Subsidiaries, taken as a whole. (b) No material Consent consent, approval, license, permit, order or authorization (“Consent”) of, or Filing registration, declaration or filing with, or permit from, or notice to, any Federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a “Governmental Entity Entity”) is required to be obtained or made by or with respect to the Company or any Liberty Party Company Subsidiary in connection with the execution, delivery and performance of this Agreement or the Escrow Agreement or the consummation of the Transactions (provided, that no representation or warranty is made by a Liberty Party with respect to Consents from, or Filings with, any Governmental Entity in a Liberty Excluded Jurisdiction)Transactions, other than (i) compliance with and filings under applicable requirements under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act, the EC Merger Regulation and the merger regulations of individual countries in Europe, in each case if applicable”), (ii) the filing and recordation of such reports appropriate merger documents as may be required under by the securities laws of France, and with the SEC of such reports under Sections 13 and 16 of the Exchange Act, as may be required in connection with this Agreement, the Mergers and the other TransactionsNYBCL, (iii) the filing of the Certificates of Merger and the Certificate of Dissolution with the Secretary of State of the State of Delaware, (iv) compliance with and such filings as may be required under applicable environmental laws, (v) such filings as may be required in connection with any Taxes, (vi) filings with the Ministry of Economy of France Taxes described in connection with the liquidation of a foreign investment Section 6.07 and (viiiv) such other items (A) that may be required under any applicable foreign Law, (B) required solely by reason of the participation of the Universal Parties Parent (as opposed to any third party) in the Transactions or (BC) that, individually or in the aggregate, have are not had and would not have reasonably be expected to be material to the business of the Company and the Company Subsidiaries, taken as a Liberty Material Adverse Effectwhole.

No Conflicts; Consents. (a) The executionExcept as set forth in Schedule 3.05(a) of the Company Disclosure Letter, the execution and delivery and performance by each Liberty Party the Company of this Agreement does do not, and the consummation of the Transactions Merger and the other transactions contemplated hereby and compliance with the terms hereof will not not, conflict with, or result in any violation or breach of or default (with or without the giving of notice or lapse of time, or both), conflict with or result in any breach or violation of or default ) under, or give rise to a right of of, or result in a in, termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional or accelerated rights or entitlements of any Person under, or result in the creation of any Lien or Encumbrance upon any of the properties or assets of any Liberty Party the Company under, any provision of (i) the Organizational Documents amended and restated certificate of any Liberty Partyincorporation of the Company, as amended through the date of this Agreement (as so amended, the “Company Charter”) or the bylaws of the Company, as amended through the date of this Agreement (as so amended, the “Company Bylaws”), (ii) any a Material Company Contract, permit or franchise to which any Liberty Party is a party or by which any of their respective properties or assets is bound or is the beneficiary or (iii) subject to the filings and other matters referred to in Section 3.05(b), any Judgment judgment, order, ruling, award, assessment, writ, injunction, decree, stipulation or determination, in each case whether preliminary or final, of a Governmental Entity (“Judgment”) or any Applicable Law statute, law, ordinance, rule, regulation or order (including any applicable state takeover statute or other similar statute or regulation“Law”) applicable to any Liberty Party the Company or their respective its properties or assets, except that no representation or warranty is made herein with respect to (x) Applicable Laws of any jurisdiction located outside of the United States and the European Community ("Liberty Excluded Jurisdictions")other than, (y) in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, would is not reasonably likely to have a Liberty Company Material Adverse Effect and (z) the Articles of Association of multiThematiques (the "Articles of Association"), the multiThematiques Cooperation Agreement and the Option AgreementsEffect. (b) No material Consent Except as set forth in Schedule 3.05(b) of the Company Disclosure Letter, no consent, approval, license, permit, order or authorization (“Consent”) of, or Filing registration, declaration or filing with, or notice to, or permit from, any United States federal or state judicial body, administrative or regulatory agency, authority, commission or board or other governmental department, or instrumentality (a “Governmental Entity Entity”) is required to be obtained or made by or with respect to any Liberty Party the Company in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of the Transactions (provided, that no representation or warranty is made by a Liberty Party with respect to Consents from, or Filings with, any Governmental Entity in a Liberty Excluded Jurisdiction)transactions contemplated hereby, other than (i) compliance with and filings under (A) the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (B) the EC Merger Regulation Exon-Fxxxxx Statute, Sec. 721 of Title VII of the Defense Production Act of 1950, as amended (“Exon-Fxxxxx”) and (C) the merger regulations requirements of individual countries in Europeany applicable competition, in each case if applicableantitrust or similar Law of any jurisdiction outside the United States, (ii) the filing of such reports as may be required under the securities laws of France, and with the SEC of (A) a proxy statement relating to the adoption of this Agreement by the stockholders of the Company (the “Proxy Statement”) and (B) such reports under Sections 13 and 16 the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement, the Mergers Merger and the other Transactionstransactions contemplated hereby, (iii) the filing of the Certificates Certificate of Merger and the Certificate of Dissolution with the Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of the other jurisdictions in which the Company conducts or is qualified to do business, (iv) compliance with and such filings as may be required under applicable environmental laws, (v) such filings as may be required in connection with any Taxesthe taxes described in Section 6.08, (vi) filings with the Ministry of Economy of France in connection with the liquidation of a foreign investment and (viiv) such other items (A) required solely by reason of the participation of the Universal Parties Parent, Merger Sub or any of their affiliates (as opposed to any other third party) in the Transactions transactions contemplated hereby (including any filings or notices related to national security, government contracts or foreign ownership control or influence) and (Bvi) thatsuch other Consents, registrations, declarations, filings, notices or permits, other than any such items the failure of which to obtain or make, individually or in the aggregate, have is not had and would not reasonably likely to have a Liberty Company Material Adverse Effect.

No Conflicts; Consents. (a) The execution, execution and delivery and performance by each Liberty Party the Company of this Agreement does do not, and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof will not not, conflict with, or result in any violation of, or default (with or without the giving of notice or lapse of time, or both), conflict with or result in any breach or violation of or default ) under, or give rise to a right of or result in a termination, cancelation or acceleration of any obligation or to loss of or reduction in a material benefit under, or to increased, additional or accelerated rights or entitlements of any Person under, or result in the creation of any Lien or Encumbrance upon any of the properties or assets of the Company, any Liberty Party Company Subsidiary or, to the knowledge of the Company, Vivelle under, any provision of (i) the Organizational Documents Company Charter, the Company By-laws or the comparable organizational documents of any Liberty PartyCompany Subsidiary or Vivelle, (ii) any material contract (written or oral), lease, license, indenture, note, bond, agreement, concession, franchise or other instrument (a “Contract, permit or franchise ”) to which the Company, any Liberty Party Company Subsidiary or, to the knowledge of the Company, Vivelle is a party or by which any of their respective properties or assets is bound or is the beneficiary or (iii) subject to the filings and other matters referred to in Section 3.05(b), any Judgment judgment, order or any Applicable Law decree (including any applicable state takeover statute “Judgment”) or other similar statute statute, law, ordinance, rule or regulationregulation (“Law”) applicable to the Company or any Liberty Party Company Subsidiary or their respective properties or assetsassets or, except that no representation or warranty is made herein with respect to (x) Applicable Laws of any jurisdiction located outside the knowledge of the United States and the European Community ("Liberty Excluded Jurisdictions")Company, (y) in the case of clauses (ii) and (iii) above, any such items that, individually Vivelle or in the aggregate, would not have a Liberty Material Adverse Effect and (z) the Articles of Association of multiThematiques (the "Articles of Association"), the multiThematiques Cooperation Agreement and the Option Agreementsits properties or assets. (b) No material Consent consent, approval, license, permit, order or authorization (“Consent”) of, or Filing registration, declaration or filing with, or permit from, any Federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a “Governmental Entity Entity”), is required to be obtained or made by or with respect to the Company, any Liberty Party Company Subsidiary or, to the knowledge of the Company, Vivelle in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions (provided, that no representation or warranty is made by a Liberty Party with respect to Consents from, or Filings with, any Governmental Entity in a Liberty Excluded Jurisdiction)Transactions, other than (i) compliance with and filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act, the EC Merger Regulation and the merger regulations of individual countries in Europe, in each case if applicable”), (ii) the filing with txx XXX xx (X) xxx Schedule 14D-9, (B) a proxy or information statement relating to the adoption of this Agreement by the Company’s stockholders (the “Proxy Statement”), if such reports as may be adoption is required by Law, (C) any information statement (the “Information Statement”) required under the securities laws of France, and Rule 14f-1 in connection with the SEC of Offer and (D) such reports under Sections Section 13 and 16 of the Exchange Act, Act as may be required in connection with this Agreement, the Mergers Offer, the Merger and the other Transactions, (iii) the filing of the Certificates Certificate of Merger and the Certificate of Dissolution with the Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business, (iv) compliance with and such filings as may be required under applicable environmental laws, the rules and regulations of Nasdaq and (v) such filings as may be required in connection with any Taxes, (vi) filings with the Ministry of Economy of France in connection with the liquidation of a foreign investment and (vii) such other items (A) required solely by reason of the participation of the Universal Parties Parent (as opposed to any third partyPerson) in the Transactions or (B) thatthat would not reasonably be expected to, individually or in the aggregate, have not had and would not have a Liberty Company Material Adverse Effect. (c) The Company has taken all actions necessary to (i) render the Company Rights Agreement inapplicable to this Agreement, the Offer, the Merger and the other Transactions and (ii) ensure that (A) neither Parent nor any of its affiliates or associates is or will become an “Acquiring Person” (as defined in the Company Rights Agreement) by reason of this Agreement, the Offer, the Merger or any other Transaction, (B) a “Distribution Date” (as defined in the Company Rights Agreement) shall not occur by reason of this Agreement, the Offer, the Merger or any other Transaction and (C) the Company Rights shall expire immediately prior to the Effective Time. Table of Contents

No Conflicts; Consents. (a) The execution, execution and delivery and performance by each Liberty Party of this Agreement does by Seller do not, and the execution and delivery of the Other Transaction Documents by Seller and its Affiliates specified to be parties thereto shall not, and the consummation of the Transactions will not transactions contemplated hereby and thereby and compliance with the terms and conditions hereof and thereof shall not, conflict with, or result in any violation of or default (with or without the giving of notice or lapse of time, or both), conflict with or result in any breach or violation of or default ) under, or give rise to a right of or result in a termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional or accelerated rights or entitlements of any Person under, or result in the creation of any Lien liens, claims, encumbrances, security interests, licenses, covenants not to use, options, charges or Encumbrance restrictions of any kind (“Liens”) (other than Permitted Liens) upon the Program, the Product or any of the properties or assets of any Liberty Party Acquired Assets under, any provision of (i) the Organizational Documents certificate of incorporation or by-laws (or the comparable governing instruments) of Seller or any Liberty Partyof its Affiliates, (ii) any Transferred Contract, permit or franchise to which any Liberty Party is a party or by which any of their respective properties or assets is bound or is the beneficiary or (iii) any Judgment judgment, order or decree, or, subject to the matters referred to in clauses (i) and (ii) of paragraph (b) below, Applicable Laws applicable to Seller or any Applicable Law (including any applicable state takeover statute of its Affiliates or the Acquired Assets, other similar statute or regulation) applicable to any Liberty Party or their respective properties or assetsthan, except that no representation or warranty is made herein with respect to (x) Applicable Laws of any jurisdiction located outside of the United States and the European Community ("Liberty Excluded Jurisdictions"), (y) in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, would not be reasonably likely to have a Liberty Material Adverse Effect and (z) Effect. Seller has obtained the Articles requisite approval of Association of multiThematiques (its stockholders to consummate the "Articles of Association"), the multiThematiques Cooperation transactions contemplated by this Agreement and the Option AgreementsOther Transaction Documents. (b) No material Consent consent, approval, license, permit, order or authorization of, or Filing registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Seller or any Liberty Party of its Affiliates in connection with the execution, delivery and performance of this Agreement Agreement, the Other Transaction Documents or the consummation of the Transactions (provided, that no representation transactions contemplated hereby or warranty is made by a Liberty Party with respect to Consents from, or Filings with, any Governmental Entity in a Liberty Excluded Jurisdiction)thereby, other than (i) compliance with and filings under the HSR Act, the EC Merger Regulation and the merger regulations of individual countries in Europe, in each case if applicable, (ii) the filing of such reports as those that may be required under the securities laws of France, and with the SEC of such reports under Sections 13 and 16 of the Exchange Act, as may be required in connection with this Agreement, the Mergers and the other Transactions, (iii) the filing of the Certificates of Merger and the Certificate of Dissolution with the Secretary of State of the State of Delaware, (iv) compliance with and such filings as may be required under applicable environmental laws, (v) such filings as may be required in connection with any Taxes, (vi) filings with the Ministry of Economy of France in connection with the liquidation of a foreign investment and (vii) such other items (A) required solely by reason of the participation Purchaser’s or any Affiliate of the Universal Parties Purchaser’s (as opposed to any other third party’s) participation in the Transactions transactions contemplated hereby or by the Other Transaction Documents and (Bii) thatsuch consents, approvals, licenses, permits, orders, authorizations, registrations, declarations and filings the absence of which, or the failure to make or obtain which, individually or in the aggregate, have not had and would not have a Liberty Material Adverse Effectbe reasonably likely to be material to the Program.

No Conflicts; Consents. (a) The executionExcept as set forth in the Company Disclosure Letter, the execution and delivery and performance by each Liberty Party the Company of this Agreement does not, and the consummation of the Merger and the Transactions and compliance with the terms hereof will not not, conflict with, or result in any violation of or default (with or without the giving of notice or lapse of time, or both), conflict with or result in any breach or violation of or default ) under, or give rise to a right of or result in a termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional additional, accelerated or accelerated guaranteed rights or entitlements of any Person person under, or result in the creation of any Lien or Encumbrance upon any of the properties or assets of the Company or any Liberty Party Company Subsidiary under, any provision of (i) the Organizational Documents Company Charter, the Company By-laws or the comparable charter or organizational documents of any Liberty PartyCompany Subsidiary, (ii) any contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract, permit or franchise ”) to which the Company or any Liberty Party Company Subsidiary is a party or by which any of their respective properties or assets is bound or is the beneficiary or (iii) subject to the filings and other matters referred to in Section 3.05(b), any Judgment judgment, order or any Applicable Law decree (“Judgment”) or statute, law (including any applicable state takeover statute common law), ordinance, rule or other similar statute or regulationregulation (“Law”) applicable to the Company or any Liberty Party Company Subsidiary or their respective properties or assets, except that no representation or warranty is made herein with respect to (x) Applicable Laws of any jurisdiction located outside of the United States and the European Community ("Liberty Excluded Jurisdictions")other than, (y) in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, would have not had and are not expected to have a Liberty Company Material Adverse Effect and (z) the Articles of Association of multiThematiques (the "Articles of Association"), the multiThematiques Cooperation Agreement and the Option AgreementsEffect. (b) No material Consent consent, approval, license, permit, order or authorization (“Consent”) of, or Filing registration, declaration or filing with, or permit from, any Federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a “Governmental Entity Entity”) is required to be obtained or made by or with respect to the Company or any Liberty Party Company Subsidiary in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions (provided, that no representation or warranty is made by a Liberty Party with respect to Consents from, or Filings with, any Governmental Entity in a Liberty Excluded Jurisdiction)Transactions, other than (i) compliance with and filings under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and (B) Council Regulation (EC) No. 139/2004 of the European Community, as amended (the “EC Merger Regulation Regulation”) and the merger regulations of individual countries in Europe, in each case if applicableany other relevant foreign antitrust authority, (ii) the filing with the Securities and Exchange Commission (the “SEC”) of such reports as may be required under (A) a proxy statement relating to the securities laws adoption of Francethis Agreement by the Company’s stockholders (the “Proxy Statement”), and with the SEC of (B) such reports under Sections Section 13 and 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with this Agreement, the Mergers Merger and the other Transactions, (iii) the filing of the Certificates Certificate of Merger and the Certificate of Dissolution with the Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business, (iv) compliance with and such filings as may be required under applicable environmental lawsEnvironmental Laws, (v) such filings as may be required in connection with any Taxesthe Taxes described in Section 6.09, (vi) filings under any applicable state takeover Law (vii) compliance with applicable requirements of The NASDAQ Stock Market LLC, (viii) Consents, registrations, declarations filings or permits that the Ministry of Economy of France failure to obtain would not, either individually or in connection with the liquidation of aggregate, result in a foreign investment Company Material Adverse Effect and (viiix) such other items (A) that may be required under the applicable Law of any foreign country, (B) required solely by reason of the participation of the Universal Parties Parent (as opposed to any third party) in the Transactions or (BC) that, individually or as are set forth in the aggregate, have not had and would not have a Liberty Material Adverse EffectCompany Disclosure Letter.

No Conflicts; Consents. (a) The execution, execution and delivery and performance by each Liberty Party the Company of this Agreement does do not, and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof will not not, conflict with, or result in any violation of, or default (with or without the giving of notice or lapse of time, or both), conflict with or result in any breach or violation of or default ) under, or give rise to a right of or result in a termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional or accelerated rights or entitlements of any Person under, or result in the creation of any Lien or Encumbrance other than any Permitted Lien upon any of the properties or assets of the Company or any Liberty Party Company Subsidiary under, any provision of (i) the Organizational Documents Company Charter, the Company By-laws or the comparable organizational documents of any Liberty PartyCompany Subsidiary, (ii) any Contract, permit or franchise Contract to which the Company or any Liberty Party Company Subsidiary is a party or by which any of their respective properties or assets is bound or is the beneficiary or (iii) subject to the filings and other matters referred to in Section 3.05(b), any Judgment judgment, order, injunction or decree of any Governmental Entity (“Judgment”) or statute, law, ordinance, rule or regulation of any Governmental Entity (“Law”), in either case that is applicable to the Company or any Applicable Law (including any applicable state takeover statute or other similar statute or regulation) applicable to any Liberty Party Company Subsidiary or their respective properties or assets, except that no representation or warranty is made herein with respect to (x) Applicable Laws of any jurisdiction located outside of the United States and the European Community ("Liberty Excluded Jurisdictions")other than, (y) in the case of clauses (ii) and (iii) above, any such items thatthat would not reasonably be expected to, individually or in the aggregate, would not have a Liberty Company Material Adverse Effect and (z) the Articles it being agreed that for purposes of Association of multiThematiques (the "Articles of Association"this Section 3.05(a), clause (G) of the multiThematiques Cooperation Agreement and definition of the Option Agreementsterm “Company Material Adverse Effect”, shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur). (b) No material Consent consent, approval, license, permit, order or authorization (“Consent”) of, or Filing registration, declaration or filing with, or permit from, any national, Federal, state, provincial, local or other government, domestic or foreign, or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a “Governmental Entity Entity”), is required to be obtained or made by or with respect to the Company or any Liberty Party Company Subsidiary in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions (provided, that no representation or warranty is made by a Liberty Party with respect to Consents from, or Filings with, any Governmental Entity in a Liberty Excluded Jurisdiction)Transactions, other than (i) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act, the EC Merger Regulation and the merger regulations of individual countries in Europe, in each case if applicable”), (ii) the filing of such reports as may be required under the securities laws of France, and with the SEC of (A) the Schedule 14D-9, and (B) such reports under Sections 13 and 16 of the Exchange Act, Act as may be required in connection with this Agreement, the Mergers Offer, the Merger and the other Transactions, (iii) the filing of the Certificates Certificate of Merger and the Certificate of Dissolution with the Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business, (iv) compliance with and such filings as may be required under applicable environmental laws, the rules and regulations of Nasdaq and (v) such filings as may be required in connection with any Taxes, (vi) filings with the Ministry of Economy of France in connection with the liquidation of a foreign investment and (vii) such other items (A) required solely by reason of the participation of the Universal Parties Parent (as opposed to any third partyPerson) in the Transactions or (B) thatthe failure of which to obtain or make would not reasonably be expected to, individually or in the aggregate, have not had and would not have a Liberty Company Material Adverse Effect (it being agreed that for purposes of this Section 3.05(b), clause (G) of the definition of the term “Company Material Adverse Effect”, shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur).

No Conflicts; Consents. (a) The execution, execution and delivery and performance by each Liberty Party the Company of this Agreement does do not, and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof will not not, conflict with, or result in any violation of, or default (with or without the giving of notice or lapse of time, or both), conflict with or result in any breach or violation of or default ) under, or give rise to a right of or result in a termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional or accelerated rights or entitlements of any Person under, or result in the creation of any Lien or Encumbrance other than any Permitted Lien upon any of the properties or assets of any Liberty Party the Company or the Company Subsidiary under, any provision of (i) the Organizational Documents of any Liberty PartyCompany Charter or the Company Bylaws, (ii) any Contract, permit or franchise Material Contract to which any Liberty Party the Company or the Company Subsidiary is a party or by which any of their respective properties or assets is bound or is the beneficiary or (iii) subject to the filings and other matters referred to in Section 3.05(b), any Judgment judgment, order, injunction or decree of any Applicable Law Governmental Entity (“Judgment”) or, assuming the representations and warranties set forth in Section 4.08 are true and correct, any statute, law (including controlling common law), ordinance, rule or regulation of any applicable state takeover statute or other similar statute or regulation) Governmental Entity (“Law”), in either case that is applicable to any Liberty Party the Company or the Company Subsidiary or their respective properties or assets, except that no representation or warranty is made herein with respect to (x) Applicable Laws of any jurisdiction located outside of the United States and the European Community ("Liberty Excluded Jurisdictions")other than, (y) in the case of clauses (ii) and (iii) above, any such items thatthat would not reasonably be expected to, individually or in the aggregate, would not have a Liberty Company Material Adverse Effect and (z) the Articles of Association of multiThematiques (the "Articles of Association"), the multiThematiques Cooperation Agreement and the Option AgreementsEffect. (b) No material Consent consent, approval, license, permit, order or authorization (“Consent”) of, or Filing registration, declaration or filing with, or permit from, any national, federal, state, provincial, local or other government, domestic or foreign, or any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, in each case of competent jurisdiction (a “Governmental Entity Entity”), is required to be obtained or made by or with respect to any Liberty Party the Company or the Company Subsidiary in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions (provided, that no representation or warranty is made by a Liberty Party with respect to Consents from, or Filings with, any Governmental Entity in a Liberty Excluded Jurisdiction)Transactions, other than (i) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act, the EC Merger Regulation and the merger regulations of individual countries in Europe, in each case if applicable”), (ii) the applicable requirements of antitrust, competition or other similar Laws of jurisdictions other than the United States (collectively, “Foreign Antitrust Laws”), (iii) the filing of such reports as may be required under the securities laws of France, and with the SEC of (A) the Schedule 14D-9 and (B) such reports under Sections 13 and 16 of the Exchange Act, Act as may be required in connection with this Agreement, the Mergers Offer, the Merger and the other Transactions, (iiiiv) the filing of the Certificates Certificate of Merger and the Certificate of Dissolution with the Secretary of State of the State of Delaware, (iv) compliance Delaware and appropriate documents with and such filings as may be required under applicable environmental lawsthe relevant authorities of the other jurisdictions in which the Company or the Company Subsidiary is qualified to do business, (v) such filings as may be required in connection with any Taxes, under the rules and regulations of Nasdaq and (vi) filings with the Ministry of Economy of France in connection with the liquidation of a foreign investment and (vii) such other items (A) required solely by reason the failure of the participation of the Universal Parties (as opposed which to any third party) in the Transactions obtain or (B) thatmake would not reasonably be expected to, individually or in the aggregate, have not had and would not have a Liberty Company Material Adverse Effect.

No Conflicts; Consents. (a) The executionExcept as set forth in the Company Disclosure Letter, the execution and delivery and performance by each Liberty Party the Company of this Agreement does not, and the consummation of the Merger and the other Transactions and compliance with the terms hereof and thereof will not not, conflict with, or result in any violation of or default (with or without the giving of notice or lapse of time, or both), conflict with or result in any breach or violation of or default ) under, or give rise to a right of or result in a termination, consent, approval, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional additional, accelerated or accelerated guaranteed rights or entitlements of any Person person under, or result in the creation of any Lien or Encumbrance upon any of the properties or assets of the Company or any Liberty Party Company Subsidiary under, any provision of (i) the Organizational Documents Company Charter, the Company By-laws or the comparable charter or organizational documents of any Liberty PartyCompany Subsidiary, (ii) any loan or credit agreement, contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a "Contract, permit or franchise ") to which the Company or any Liberty Party Company Subsidiary is a party or by which any of their respective properties or assets is bound or is the beneficiary or (iii) subject to the filings and other matters referred to in Section 3.05(b), any Judgment judgment, order or decree ("Judgment") or statute, law, ordinance, rule or regulation ("Applicable Law") or writ, permit or license applicable to the Company or any Applicable Law (including any applicable state takeover statute or other similar statute or regulation) applicable to any Liberty Party Company Subsidiary or their respective properties or assetsassets (other than immaterial consents, except that no representation approvals, licenses, permits, orders, authorizations, registrations, declarations or warranty is made herein filings, including with respect to (x) Applicable Laws of any jurisdiction located outside of the United States communications systems, zoning, name changes, occupancy and the European Community ("Liberty Excluded Jurisdictions"similar routine regulatory approvals), (y) other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, would have not had and could not reasonably be expected to have a Liberty Company Material Adverse Effect and (z) the Articles of Association of multiThematiques (the "Articles of Association"), the multiThematiques Cooperation Agreement and the Option AgreementsEffect. (b) No material Consent consent, approval, license, permit, order or authorization (other than immaterial consents, approvals, licenses, permits, orders, authorizations, registrations, declarations or filings, including with respect to communications systems, zoning, name changes, occupancy and similar routine regulatory approvals) ("Consent") of, action by or in respect of, or Filing registration, declaration or filing with, or notice to, any Federal, state, local or foreign government or any court of competent jurisdiction, administrative or regulatory agency or commission or other governmental authority or instrumentality or any non- governmental self-regulatory agency, commission or authority, domestic or foreign (a "Governmental Entity Entity") is required to be obtained or made by or with respect to the Company or any Liberty Party Company Subsidiary in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions (provided, that no representation or warranty is made by a Liberty Party with respect to Consents from, or Filings with, any Governmental Entity in a Liberty Excluded Jurisdiction)Transactions, other than (i) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act, the EC Merger Regulation and the merger regulations of individual countries in Europe, in each case if applicable"), (ii) the filing with the Securities and Exchange Commission (the "SEC") of such reports as may be required under (A) a proxy or information statement relating to the securities laws approval of Francethis Agreement by the Company's shareholders (the "Proxy Statement"), and with the SEC of (B) such reports under Sections 13 and 16 the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement, the Mergers Second Step Merger and the other Transactions, (iii) the filing of the Certificates Illinois Articles of Merger with, and the Certificate issuance of Dissolution with a certificate of merger by, the Secretary of State of the State of DelawareIllinois, the filing of the Pennsylvania Articles of Merger with the Department of State of Pennsylvania and the filing of appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business, (iv) notice to, and the consent and approval of, the Federal Energy Regulatory Commission ("FERC") under the Power Act, (v) notice to, and the consent and approval of, the Nuclear Regulatory Commission (the "NRC") under the Atomic Energy Act of 1954, as amended (the "Atomic Energy Act"), (vi) notice to the Illinois Commerce Commission (the "ICC"), (vii) the consents, filings and approvals required under PUHCA, (viii) compliance with and such filings as may be required under applicable environmental lawsEnvironmental Laws (as defined in Section 3.17), (vix) such filings as may be required in connection with any Taxes, (vi) filings with the Ministry of Economy of France taxes described in connection with the liquidation of a foreign investment Section 6.09 and (viix) such other items as are set forth in the Company Disclosure Letter (collectively, whether or not legally required to be obtained, the "Company Required Statutory Approvals"). (c) The Company and the Company Board have taken all action necessary to (i) render the Company Rights inapplicable to this Agreement, the Merger and the other Transactions and (ii) ensure that (A) required solely neither Parent nor any of its affiliates or associates is or will become an "Acquiring Person" (as defined in the Company Rights Agreement) by reason of this Agreement, the participation of the Universal Parties (as opposed to Merger or any third party) in the Transactions or other Transaction, (B) that, individually or a "Distribution Date" (as defined in the aggregateCompany Rights Agreement) shall not occur by reason of this Agreement, have not had the Merger or any other Transaction and would not have a Liberty Material Adverse Effect(C) the Company Rights shall expire immediately prior to the Merger Effective Time.

No Conflicts; Consents. (a) The execution, execution and delivery by Seller and performance by each Liberty Party Parent of this Agreement does do not, the execution and delivery by Seller and Parent of each Ancillary Agreement to which it is, or is specified to be, a party will not, and the consummation of the Transactions Acquisition and the other transactions contemplated hereby and thereby and compliance by Seller and Parent with the terms hereof and thereof will not conflict with, or result in any violation of or default (with or without the giving of notice or lapse of time, or both), conflict with or result in any breach or violation of or default ) under, or give rise to a right of or result in a termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional or accelerated rights or entitlements of any Person under, or result in the creation of any Lien or Encumbrance upon any of the properties or assets of any Liberty Party Seller under, any provision of (i) the Organizational Documents certificate of any Liberty Partyincorporation or bylaws of Seller or Parent, (ii) any Contract, permit or franchise Contract to which any Liberty Party Seller or Parent is a party or by which any of their respective properties or assets is bound or is the beneficiary or (iii) any Judgment judgment, order or any decree (“Judgment”) or statute, law, ordinance, rule or regulation (“Applicable Law (including any applicable state takeover statute or other similar statute or regulationLaw”) applicable to any Liberty Party Seller or Parent or their respective properties or assets, except that no representation or warranty is made herein with respect to other than (x) Applicable Laws of any jurisdiction located outside of the United States and the European Community ("Liberty Excluded Jurisdictions"), (yA) in the case of clauses (ii) and (iii) above, (1) any such items applicable to Seller (excluding purchase orders, sales orders and those Contracts listed on Schedule 3.08) that, individually or in the aggregate, would have not had and could not reasonably be expected to have a Liberty Seller Material Adverse Effect Effect, (2) any such items applicable to Parent that individually or in the aggregate, have not had and could not reasonably be expected to have a Parent Material Adverse Effect, and (zB) the Articles of Association of multiThematiques those Contracts listed on Schedule 3.08 as noted therein as requiring consent. No consent, approval, license, permit, order or authorization (the "Articles of Association"), the multiThematiques Cooperation Agreement and the Option Agreements. (b“Consent”) No material Consent of, or Filing registration, declaration or filing with, any Federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a “Governmental Entity Entity”), is required to be obtained or made by or with respect to any Liberty Party Seller or Parent in connection with the execution, delivery and performance of this Agreement or any Ancillary Agreement or the consummation of the Transactions (provided, that no representation Acquisition or warranty is made by a Liberty Party with respect to Consents from, or Filings with, any Governmental Entity in a Liberty Excluded Jurisdiction)the other transactions contemplated hereby and thereby, other than (iI) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act, the EC Merger Regulation and the merger regulations of individual countries in Europe, in each case if applicable”), (ii) the filing of such reports as may be required under the securities laws of France, and with the SEC of such reports under Sections 13 and 16 of the Exchange Act, as may be required in connection with this Agreement, the Mergers and the other Transactions, (iii) the filing of the Certificates of Merger and the Certificate of Dissolution with the Secretary of State of the State of Delaware, (ivII) compliance with and such filings as may be required under Section 13(a) of the Securities Exchange Act of 1934 (the “Exchange Act”), (III) compliance with and filings and notifications under applicable environmental laws, and (vIV) such filings as those that may be required in connection with any Taxes, (vi) filings with the Ministry of Economy of France in connection with the liquidation of a foreign investment and (vii) such other items (A) required solely by reason of the participation of the Universal Parties Purchaser’s (as opposed to any other third party’s) participation in the Transactions or (B) that, individually or in Acquisition and the aggregate, have not had other transactions contemplated hereby and would not have a Liberty Material Adverse Effectby the Ancillary Agreements. SECTION 3.04.

No Conflicts; Consents. (a) The execution, execution and delivery and performance by each Liberty Party the Company of this Agreement does do not, and the consummation of the Exchange and the other Transactions and compliance with the terms hereof will not not, conflict with, or result in any violation of or default (with or without the giving of notice or lapse of time, or both), conflict with or result in any breach or violation of or default ) under, or give rise to a right of or result in a termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional additional, accelerated or accelerated guaranteed rights or entitlements of any Person person under, or result in the creation of any Lien or Encumbrance upon any of the properties or assets of the Company or any Liberty Party Company Subsidiary under, any provision of (i) the Organizational Documents Company Charter, the Company By-laws or the comparable charter or organizational documents of any Liberty PartyCompany Subsidiary, (ii) any contract, lease, license, indenture, note, bond, mortgage, agreement, permit, concession, franchise, tariff, trust arrangement or other instrument (a “Contract, permit or franchise ”) to which the Company or any Liberty Party Company Subsidiary is a party or by which any of their respective properties or assets is bound or is the beneficiary or bound, (iii) subject to the filings and other matters referred to in Section 3.06(b), any Judgment judgment, order or any Applicable Law decree (“Judgment”) or statute, law (including any applicable state takeover statute common law), ordinance, rule or other similar statute or regulationregulation (“Law”) applicable to the Company or any Liberty Party Company Subsidiary or their respective properties or assets, except that no representation or warranty is made herein with respect (iv) any insurance policy issued to the Company or any Company Subsidiary or any of their respective predecessors in interest which provides coverage for actual or potential claims, damages, expenses, obligations, losses or liabilities (xwhether accrued, absolute, contingent or otherwise) Applicable Laws related to or arising out of any jurisdiction located outside of former manufactured gas production operations (the United States and the European Community ("Liberty Excluded Jurisdictions")“MGP Liabilities”) other than, (y) in the case of clauses (ii), (iii) and (iiiiv) above, any such items that, individually or in the aggregate, would have not had and are not reasonably likely to have a Liberty Company Material Adverse Effect and (z) the Articles of Association of multiThematiques (the "Articles of Association"), the multiThematiques Cooperation Agreement and the Option AgreementsEffect. (b) No material Consent consent, approval, license, permit, order or authorization (“Consent”) of, or Filing registration, notice to, declaration or filing with, or permit from, any Federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a “Governmental Entity Entity”) is required to be obtained or made by or with respect to the Company or any Liberty Party Company Subsidiary in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions (provided, that no representation or warranty is made by a Liberty Party with respect to Consents from, or Filings with, any Governmental Entity in a Liberty Excluded Jurisdiction)Transactions, other than (i) compliance with and filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act, the EC Merger Regulation and the merger regulations of individual countries in Europe, in each case if applicable”), (ii) the filing with the United States Securities and Exchange Commission (the “SEC”) of such reports as may be required under (A) a proxy statement relating to the securities laws approval of Francethis Agreement and the Exchange by the holders of the Company Common Stock (the “Proxy Statement”), and with the SEC of (B) such reports under Sections Section 13 and 16 of the Exchange Act, Act as may be required in connection with this Agreement, the Mergers Exchange and the other Transactions, (iii) the filing of the Certificates of Merger and the Certificate of Dissolution Exchange with the Secretary Department of State Labor and Economic Growth of the State of DelawareMichigan and appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business, (iv) compliance with and such filings as may be required under applicable environmental lawsEnvironmental Laws, (v) such filings as may be required in connection with any Taxesthe Taxes described in Section 6.09, (vi) the approval of the Regulatory Commission of Alaska (the “RCA”) under Section AS 42.05.281 of the Alaska Public Utilities Regulatory Act and RCA General Order No. U-77-71(6), dated July 27, 1978, (vii) the approval or other action, if required by Law, of the Michigan Public Service Commission (the “MPSC”), (viii) consents required from the Federal Communications Commission with respect to certain licenses held by the Company and the Company Subsidiaries, (ix) such registrations, filings with and approvals as may be required to perfect or record security interests granted under the Ministry of Economy of France in connection with the liquidation of a foreign investment Financing, and (viix) such other items (A) required solely by reason of the participation of the Universal Parties Parent or Cap Rock Holding (as opposed to any third party) in the Transactions. (c) The Company and the Company Board have taken all action necessary to (i) render the Company Rights inapplicable to this Agreement, the Exchange and the other Transactions and (ii) ensure that (A) neither Parent nor any of its affiliates or associates is or will become an “Acquiring Person” (as defined in the Company Rights Agreement) by reason of this Agreement, the Exchange or any other Transaction), and (B) that, individually or a “Distribution Date” (as defined in the aggregateCompany Rights Agreement) shall not occur by reason of this Agreement, have not had and would not have a Liberty Material Adverse Effectthe Exchange or any other Transaction.

No Conflicts; Consents. (a) The executionexecution and delivery by Purchaser of, delivery and the performance by each Liberty Party of its obligations under, this Agreement, the Escrow Agreement does and the Ancillary Documents, do not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not not, conflict with, or result in any violation of or default (with or without the giving of notice or lapse of time, or both), conflict with or result in any breach or violation of or default ) under, or give rise to a right of or result in a termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional or accelerated rights or entitlements of any Person under, or result in the creation of any Lien or Encumbrance (other than Permitted Liens) upon any of the properties or assets of Purchaser or any Liberty Party of its subsidiaries under, any provision of (i) the Organizational Documents charter or organizational documents of Purchaser or any Liberty Partyof its subsidiaries, (ii) any Contract, permit or franchise Contract to which Purchaser or any Liberty Party of its subsidiaries is a party or by which any of their respective properties or assets is bound or is the beneficiary or (iii) subject to the filings and other matters referred to in Section 4.03(b), any Judgment or any Applicable Law (including any applicable state takeover statute or other similar statute or regulation) applicable to Purchaser or any Liberty Party of its subsidiaries or their respective properties or assets, except that no representation or warranty is made herein with respect to (x) Applicable Laws of any jurisdiction located outside of the United States and the European Community ("Liberty Excluded Jurisdictions")other than, (y) in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Liberty Purchaser Material Adverse Effect and (z) the Articles of Association of multiThematiques (the "Articles of Association"), the multiThematiques Cooperation Agreement and the Option AgreementsEffect. (b) No material Consent of, or Filing withregistration, declaration or filing with or Governmental Authorization from, any Governmental Entity is required to be obtained or made by or with respect to Purchaser or any Liberty Party of its subsidiaries in connection with the execution, delivery and performance of this Agreement and the Ancillary Documents or the consummation of the Transactions (provided, that no representation or warranty is made by a Liberty Party with respect to Consents from, or Filings with, any Governmental Entity in a Liberty Excluded Jurisdiction), other than (i) compliance with and filings under the HSR Act, the EC Merger Regulation and the merger regulations of individual countries in Europe, in each case if applicable, (ii) the filing of such reports as may be required under the securities laws of France, and with the SEC of such reports under Sections 13 and 16 of the Exchange Act, as may be required in connection with this Agreement, the Mergers and the other Transactions, (iii) the filing of the Certificates of Merger and the Certificate of Dissolution with the Secretary of State of the State of Delaware, (iv) compliance with and such filings as may be required under applicable environmental lawsstate property transfer laws or Environmental Laws, (viii) such filings as may be required in connection with any the Transfer Taxes, (viiv) filings approval by the New Mexico Public Regulation Commission under the New Mexico Public Utility Act and any applicable rules and regulations thereunder (the approval in this clause (iv), the “Purchaser Required Regulatory Approval” and, together with the Ministry of Economy of France in connection with Seller Required Regulatory Approval and the liquidation of a foreign investment Company Required Regulatory Approval, the “Required Regulatory Approvals”) and (viiv) such other items (A) required solely by reason of the participation of the Universal Parties Company or Seller (as opposed to any third party) in the Transactions or (B) that, individually or in the aggregate, have not had and would not reasonably be expected to have a Liberty Purchaser Material Adverse Effect.

No Conflicts; Consents. (a) The execution, delivery and performance by each Liberty Party the Company of this Agreement does do not, and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms of this Agreement will not not, conflict with, or result in any violation or breach of or default (with or without the giving of notice or lapse of time, or both), conflict with or result in any breach or violation of or default ) under, or give rise to a right of of, or result in a in, termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional additional, accelerated or accelerated guaranteed rights or entitlements of any Person person under, or result in the creation of any Lien or Encumbrance upon any of the properties or assets of the Company or any Liberty Party Company Subsidiary under, any provision of (i) the Organizational Documents Company Charter, the Company By-laws or the comparable charter or organizational documents of any Liberty PartyCompany Subsidiary, (ii) any Contract, permit or franchise Contract to which the Company or any Liberty Party Company Subsidiary is a party or by which any of their respective properties or assets is bound or is the beneficiary or (iii) subject to the filings and other matters referred to in Section 4.5(b), any Judgment judgment, injunction, order or any Applicable Law decree (JUDGMENT) or statute, law (including any applicable state takeover statute common law), ordinance, rule, legislation, interpretation or other similar statute or regulationregulation (LAW) applicable to the Company or any Liberty Party Company Subsidiary or their respective properties or assets, except that no representation or warranty is made herein with respect to (x) Applicable Laws of any jurisdiction located outside of the United States and the European Community ("Liberty Excluded Jurisdictions"), (y) in the case of clauses (ii) and (iii) above, any for such items that, matters that individually or in the aggregate, aggregate have not had and would not reasonably be expected to have a Liberty Company Material Adverse Effect and (z) or result in a liability to the Articles of Association of multiThematiques (the "Articles of Association"), the multiThematiques Cooperation Agreement Company and the Option AgreementsCompany Subsidiaries, taken as a whole, in excess of $5,000,000. (b) No material Consent consent, approval, license, permit, order or authorization (CONSENT) of, or Filing registration, declaration or filing with, or Permit from, any Governmental Entity Federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic, foreign or supranational (a GOVERNMENTAL ENTITY), or termination or expiration of any waiting period under applicable Law, is required to be obtained or made by or with respect to the Company or any Liberty Party Company Subsidiary in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions (provided, that no representation or warranty is made by a Liberty Party with respect to Consents from, or Filings with, any Governmental Entity in a Liberty Excluded Jurisdiction)Transactions, other than than: (i) compliance with and filings under the HSR ActHart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (xxx XXR ACT) and all other applicable competition and antitrust Laws, if any, including under the EC Merger Regulation and the merger regulations of individual countries in Europe, in each case if applicable, German Federal Cartel Office; (ii) the filing of such reports as may be required under the securities laws of France, and with the SEC of (A) the Schedule 14D-9, (B) a proxy or information statement relating to the adoption of this Agreement by the Company's stockholders (the PROXY STATEMENT), if such adoption is required by Law, (C) the Information Statement and (D) such reports under Sections Section 13 and 16 of the Exchange Act, as may be required in connection with this Agreement, the Mergers Offer, the Merger and the other Transactions, ; (iii) the filing of the Certificates Certificate of Merger and the Certificate of Dissolution with the Secretary of State of the State of Delaware, Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business; (iv) compliance with and such filings as may be required under applicable environmental laws, Environmental Laws; (v) such filings as may be required in connection with any Taxes, the taxes described in Section 7.8 and (vi) such filings with the Ministry of Economy of France in connection with the liquidation of a foreign investment and (vii) such other items (A) as may be required solely by reason under Chapter 80B of the participation of the Universal Parties (as opposed to any third party) in the Transactions or (B) that, individually or in the aggregate, have not had and would not have a Liberty Material Adverse EffectMinnesota Statutes.

No Conflicts; Consents. None of (a) The execution, execution and delivery and performance by each Liberty Party Seller of this Agreement; (b) the execution and delivery by Seller of each Ancillary Agreement does notto which it is, and the or is specified to be, a party; (c) consummation of the Transactions Acquisition and the other transactions contemplated hereby and thereby, nor (d) compliance by Seller with the terms hereof and thereof will not conflict with, or result in any violation of or default (with or without the giving of notice or lapse of time, or both), conflict with or result in any breach or violation of or default ) under, or give rise to a right of or result in a termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional or accelerated rights or entitlements of any Person under, or result in the creation of any Lien or Encumbrance upon any of the properties or assets of any Liberty Party Acquired Assets under, any provision of (i) the Organizational Documents certificate of any Liberty Partyincorporation or by-laws of Seller, (ii) any Contract, permit or franchise Contract to which any Liberty Party Seller is a party or by which any of their respective properties or assets the Acquired Assets is bound or is the beneficiary or (iii) any Judgment judgment, order or any decree (“Judgment”) or statute, law, ordinance, rule or regulation (“Applicable Law (including any applicable state takeover statute or other similar statute or regulationLaw”) applicable to any Liberty Party Seller or their respective properties or assetsthe Acquired Assets, except that no representation or warranty is made herein with respect to (x) Applicable Laws of any jurisdiction located outside of the United States and the European Community ("Liberty Excluded Jurisdictions")other than, (y) in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, would have not have had and could not reasonably be expected to a Liberty Material Adverse Effect and material adverse effect on (y) the Acquired Assets, or (z) the Articles ability of Association of multiThematiques (Seller to consummate the "Articles of Association"), the multiThematiques Cooperation Agreement Acquisition and the Option Agreements. other transactions contemplated hereby (ba “Seller Material Adverse Effect”). No consent, approval, license, permit, order, or authorization (“Consent”) No material Consent of, or Filing registration, declaration or filing with, any Federal, state, local, or foreign government or any court of competent jurisdiction, administrative agency or commission, or other governmental authority or instrumentality, domestic or foreign (a “Governmental Entity Entity”) is required to be obtained or made by or with respect to any Liberty Party Seller in connection with the execution, delivery delivery, and performance of this Agreement or any Ancillary Agreement or the consummation of the Transactions (provided, that no representation Acquisition or warranty is made by a Liberty Party with respect to Consents from, or Filings with, any Governmental Entity in a Liberty Excluded Jurisdiction)the other transactions contemplated hereby and thereby, other than (i) compliance with and filings under the HSR Act, the EC Merger Regulation and the merger regulations of individual countries in Europe, in each case if applicable, (iiSection 13(a) the filing of such reports as may be required under the securities laws of France, and with the SEC of such reports under Sections 13 and 16 of the Securities Exchange Act of 1934 (the “Exchange Act, as may be required in connection with this Agreement, the Mergers and the other Transactions, (iii) the filing of the Certificates of Merger and the Certificate of Dissolution with the Secretary of State of the State of Delaware, (iv) compliance with and such filings as may be required under applicable environmental laws, (v) such filings as may be required in connection with any Taxes, (vi) filings with the Ministry of Economy of France in connection with the liquidation of a foreign investment and (vii) such other items (A) required solely by reason of the participation of the Universal Parties (as opposed to any third party) in the Transactions or (B) that, individually or in the aggregate, have not had and would not have a Liberty Material Adverse Effect.”). 0000-0000-0000.8

No Conflicts; Consents. (a) The executionExcept as set forth in the letter, dated as of the date of this Agreement, from the Company to Purchaser (the "Company Disclosure Letter"), the execution and delivery and performance by each Liberty Party the Company of this Agreement does not, and the consummation of the Transactions Merger and the transactions contemplated hereby and compliance with the terms hereof will not not, conflict with, or result in any violation of or default (with or without the giving of notice or lapse of time, or both)) under, conflict with or result in any breach or violation of or default underthe, or give rise to to, a right of or result in a termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional or accelerated rights or entitlements of any Person under, or result in the creation of any Lien pledges, liens, charges, mortgages, encumbrances and security interests of any kind or Encumbrance nature whatsoever (collectively, "Liens") upon any of the properties or assets of the Company or any Liberty Party Company Subsidiary under, any provision of (i) the Organizational Documents Company's certificate of incorporation, bylaws or the comparable charter or organizational documents of any Liberty PartyCompany Subsidiary, (ii) any contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a "Contract, permit or franchise ") to which the Company or any Liberty Party Company Subsidiary is a party or by which any of their respective properties or assets is bound or is the beneficiary or (iii) subject to the filings and other matters referred to in Section 3.04(b), any Judgment judgment, order or any Applicable Law decree ("Judgment") or statute, law (including any applicable state takeover statute common law), ordinance, rule or other similar statute or regulationregulation ("Law") applicable to the Company or any Liberty Party Company Subsidiary or their respective properties or assets, except that no representation or warranty is made herein with respect to (x) Applicable Laws of any jurisdiction located outside of the United States and the European Community ("Liberty Excluded Jurisdictions")other than, (y) in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, would have not had and could not reasonably be expected to have a Liberty Company Material Adverse Effect and (z) the Articles of Association of multiThematiques (the "Articles of Association"), the multiThematiques Cooperation Agreement and the Option AgreementsEffect. (b) No material Consent consent, approval, license, permit, order, authorization or waiver ("Consent") of, or Filing registration, declaration or filing with, or permit from, any Federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity Entity") is required to be obtained or made by or with respect to the Company or any Liberty Party Company Subsidiary in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions (provided, that no representation or warranty is made by a Liberty Party with respect to Consents from, or Filings with, any Governmental Entity in a Liberty Excluded Jurisdiction)Merger and the transactions contemplated hereby, other than (i) compliance the filing with the Securities and filings under Exchange Commission (the HSR Act"SEC") of a Transaction Statement on Schedule 13E-3 (as amended from time to time, the EC Merger Regulation "Schedule 13E-3"), (B) a proxy statement relating to the approval and adoption of this Agreement and the merger regulations of individual countries in EuropeMerger by the Company Requisite Vote (as amended from time to time, in each case if applicable, the "Proxy Statement") and (iiC) the filing of such reports as may be required under the securities laws of France, and with the SEC of such reports under Sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement, the Mergers Merger and the other Transactionstransactions contemplated hereby, (iiiii) the filing of the Certificates Certificate of Merger and with the Certificate office of Dissolution with the Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business, (iviii) compliance with and such filings as may be required under applicable environmental lawsLaws, (viv) such filings as may be required in connection with the taxes described in Section 6.08, (v) filings under any Taxesapplicable state takeover Law or state securities or "blue sky" Law, (vi) filings with the Ministry of Economy of France in connection with the liquidation premerger notification requirement of a foreign investment and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), if applicable to the transactions contemplated hereby, (vii) such filings required under the delisting or other requirements of the Nasdaq Stock Market, and (viii) such other items (A) required solely by reason of the participation of the Universal Parties (as opposed to any third party) in the Transactions or (B) that, individually or in the aggregate, have not had and would could not reasonably be expected to have a Liberty Company Material Adverse Effect.

No Conflicts; Consents. (a) The execution, execution and delivery and performance by each Liberty Party such Preferred Seller of this Agreement does do not, and the consummation of the Transactions Acquisition and the other transactions contemplated to be consummated by it hereby and compliance by such Preferred Seller with the terms hereof will not not, conflict with, or result in any violation of or default (with or without the giving of notice or lapse of time, or both), conflict with or result in any breach or violation of or default ) under, or give rise to a right of or result in a termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional additional, accelerated or accelerated guaranteed rights or entitlements of any Person person under, or result in the creation of any Lien or Encumbrance (as defined in Section 4.06) upon any of the properties or assets of any Liberty Party such Preferred Seller under, any provision of (i) the Organizational Documents certificate of any Liberty Partyincorporation or by-laws or other organizational documents of such Preferred Seller, (ii) any contract, lease, license, indenture, agreement, commitment or other legally binding arrangement (a "Contract, permit or franchise ") to which any Liberty Party such Preferred Seller is a party or by which it or any of their respective its properties or assets is bound or is the beneficiary or (iii) any Judgment judgment, order or any Applicable Law decree ("Judgment") or statute, law (including any applicable state takeover statute common law), ordinance, rule or other similar statute or regulationregulation ("Applicable Law") applicable to such Preferred Seller or any Liberty Party or their respective of its properties or assets. No consent, except that no representation approval, license, permit, order or warranty is made herein with respect to (x) Applicable Laws of any jurisdiction located outside of the United States and the European Community authorization ("Liberty Excluded JurisdictionsConsent") of, or registration, declaration or filing with, any Federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity"), (y) in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, would not have a Liberty Material Adverse Effect and (z) the Articles of Association of multiThematiques (the "Articles of Association"), the multiThematiques Cooperation Agreement and the Option Agreements. (b) No material Consent of, or Filing with, any Governmental Entity is required to be obtained or made by or with respect to such Preferred Seller or any Liberty Party of its affiliates in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions (provided, that no representation Acquisition or warranty is made the other transactions contemplated to be consummated by a Liberty Party with respect to Consents from, or Filings with, any Governmental Entity in a Liberty Excluded Jurisdiction), it hereby other than (i) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), the EC Merger Regulation and the merger regulations of individual countries in Europe, in each case if applicable, (ii) the filing of such reports as may be required under the securities laws of France, and with the SEC of such reports under Sections 13 and 16 of the Exchange Act, as may be required in connection with this Agreement, the Mergers and the other Transactions, (iii) the filing of the Certificates of Merger and the Certificate of Dissolution with the Secretary of State of the State of Delaware, (iv) compliance with and such filings as may be required under applicable environmental laws, (v) such filings as may be required in connection with any Taxes, (vi) filings with the Ministry of Economy of France in connection with the liquidation of a foreign investment and (vii) such other items (A) required solely by reason of the participation of the Universal Parties (as opposed to any third party) in the Transactions or (B) that, individually or in the aggregate, have not had and would not have a Liberty Material Adverse Effectrequired.

No Conflicts; Consents. (a) The execution, execution and delivery and performance by each Liberty Party the Company of this Agreement does do not, and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof will not not, conflict with, or result in any violation of or default (with or without the giving of notice or lapse of time, or both), conflict with or result in any breach or violation of or default ) under, or give rise to a right of or result in a termination, cancelation or acceleration of any material obligation or to loss of a material benefit under, or to increased, additional or accelerated rights or entitlements of any Person under, or result in the creation of any Lien or Encumbrance upon any of the properties or assets of the Company or any Liberty Party Company Subsidiary under, any provision of (i) the Organizational Documents Company Charter, the Company By-laws or the comparable charter or organizational documents of any Liberty PartyCompany Subsidiary, (ii) any Contractcontract, permit lease, license, indenture, note, bond, agreement, permit, concession, franchise or franchise other instrument (a "CONTRACT") to which the Company or any Liberty Party Company Subsidiary is a party or by which any of their respective properties or assets is bound or is the beneficiary or (iii) subject to the filings and other matters referred to in Section 3.05(b), any Judgment judgment, order or any Applicable Law decree (including any applicable state takeover statute "JUDGMENT") or other similar statute statute, law, ordinance, rule or regulationregulation ("LAW") applicable to the Company or any Liberty Party Company Subsidiary or their respective properties or assets, except that no representation or warranty is made herein with respect to (x) Applicable Laws of any jurisdiction located outside of the United States and the European Community ("Liberty Excluded Jurisdictions")other than, (y) in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Liberty Company Material Adverse Effect and (z) the Articles of Association of multiThematiques (the "Articles of Association"), the multiThematiques Cooperation Agreement and the Option AgreementsEffect. (b) No material Consent consent, approval, license, permit, order or authorization ("CONSENT") of, or Filing registration, declaration or filing with, or permit from, any Governmental Entity federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "GOVERNMENTAL ENTITY"), is required to be obtained or made by or with respect to any Liberty Party in connection with necessary for the execution, delivery and performance of this Agreement or the consummation of the Transactions (provided, that no representation by the Company or warranty is made by a Liberty Party with respect to Consents from, or Filings with, any Governmental Entity in a Liberty Excluded Jurisdiction)Company Subsidiary, other than (i) compliance with and filings under the HSR Act, the EC Merger Regulation and the merger regulations of individual countries in Europe, in each case if applicable, (ii) the filing of such reports as may be required under the securities laws of France, and with the SEC of such reports under Sections 13 and 16 (A) the Schedule 14D-9 Amendment, (B) a proxy or information statement relating to the approval of this Agreement by the Company's shareholders (the "PROXY STATEMENT"), (C) any information statement (the "INFORMATION STATEMENT") required to be filed in connection with the Offer pursuant to Rule 14f-1 of the Exchange Act, and (D) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement, the Mergers Offer, the Merger and the other Transactions, (iiiii) the filing of the Certificates Articles of Merger and the Certificate of Dissolution with the Secretary of State of the State of DelawareOregon and the Secretary of State of the State of Washington and appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business, (iviii) compliance with and such filings as may be required under applicable environmental lawsEnvironmental Laws (as defined in Section 3.13(d)), (viv) such filings as may be required in connection with any Taxesthe taxes described in Section 6.09, (viv) filings compliance with the Ministry rules and regulations of Economy of France in connection with the liquidation of a foreign investment New York Stock Exchange and (viivi) such other items (A) that may be required under the applicable Law of any foreign country, (B) required solely by reason of the participation of the Universal Parties Parent or Sub (as opposed to any third party) in the Transactions or Transactions, (BC) that, individually or in the aggregate, have not had and would not reasonably be expected to have a Liberty Company Material Adverse EffectEffect or (D) as are set forth in the Company Disclosure Letter. (c) The Company and the Company Board have taken all action necessary to (i) render the Company Rights inapplicable to this Agreement, the Offer, the Merger and the other Transactions and (ii) ensure that (A) neither Parent nor any of its affiliates or associates is or will become an "Acquiring Person" (as defined in the Company Rights Agreement) by reason of this Agreement, the Offer, the Merger or any other Transaction, (B) a "Distribution Date" or a "Shares Acquisition Date" (each as defined in the Company Rights Agreement) shall not occur by reason of this Agreement, the Offer, the Merger or any other Transaction and (C) the Company Rights shall expire immediately prior to the Effective Time.

No Conflicts; Consents. (a) The executionExcept as set forth in Section 5.5 of the Company Disclosure Letter, the execution and delivery and performance by each Liberty Party the Company of this Agreement does do not, and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof will not not, conflict with, or result in any violation or breach of or default (with or without the giving of notice or lapse of time, or both), conflict with or result in any breach or violation of or default ) under, or give rise to a right of of, or result in a in, termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional or accelerated rights or entitlements of any Person under, or result in the creation of any Lien or Encumbrance upon any of the properties or assets of any Liberty Party the Company or the Company Subsidiary under, any provision of (i) assuming the Organizational Documents Company Stockholder Approval is obtained, if required, the Company Charter, the Company Bylaws or the comparable charter or organizational documents of any Liberty Partythe Company Subsidiary, (ii) any loan or credit agreement, debenture, contract, lease, license, indenture, note, bond, mortgage, agreement, concession, franchise or other obligation, commitment or instrument (a “Contract, permit or franchise ”) to which any Liberty Party the Company or the Company Subsidiary is a party or by which any of their respective properties or assets is bound or is the beneficiary or (iii) subject to the filings and other matters referred to in Section 5.5(b), any Judgment federal, state, local or foreign judgment, injunction, order, writ, ruling or decree (“Judgment”) or any Applicable Law federal, state, local or foreign statute, law, code, ordinance, rule or regulation (including any applicable state takeover statute or other similar statute or regulation“Law”) applicable to any Liberty Party the Company or the Company Subsidiary or their respective properties or assets, except that no representation or warranty is made herein with respect to (x) Applicable Laws of any jurisdiction located outside of the United States and the European Community ("Liberty Excluded Jurisdictions"), (y) in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, would not have a Liberty Material Adverse Effect and (z) the Articles of Association of multiThematiques (the "Articles of Association"), the multiThematiques Cooperation Agreement and the Option Agreements. (b) No material Consent Except as set forth in Section 5.5 of the Company Disclosure Letter, no consent, approval, license, permit, order or authorization (“Consent”) of, or Filing registration, declaration or filing with, or permit from, any federal, state, local or foreign government or any court of competent jurisdiction, administrative, regulatory or other governmental agency, authority or commission, other governmental authority, entity or instrumentality, domestic or foreign (a “Governmental Entity Entity”), is required to be obtained or made by or with respect to any Liberty Party the Company or the Company Subsidiary in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions (provided, that no representation or warranty is made by a Liberty Party with respect to Consents from, or Filings with, any Governmental Entity in a Liberty Excluded Jurisdiction)Transactions, other than than: (i) (A) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and the termination of the waiting period required thereunder, and (B) filings and receipt, termination or expiration, as applicable, of such other approvals or waiting periods required under any other applicable federal, state or foreign competition, merger control, antitrust or similar Law (together with the HSR Act, the EC Merger Regulation and the merger regulations of individual countries in Europe, in each case if applicable, “Antitrust Laws”); (ii) the filing of such reports as may be required under the securities laws of France, and with the SEC of (A) the Schedule 14D-9, (B) a proxy or information statement relating to the adoption of this Agreement by the Company’s stockholders (the “Proxy Statement”), if such adoption is required by Law, (C) any information statement (the “Information Statement”) required under Rule 14f-1 in connection with the Offer and (D) such reports under Sections Section 13 and 16 of the Exchange Act, Act as may be required in connection with this Agreement, the Mergers Offer, the Merger and the other Transactions, ; (iii) the filing of the Certificates Certificate of Merger and the Certificate of Dissolution with the Secretary of State of the State of Delaware, Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business; (iv) compliance with and such filings as may be required under applicable environmental laws, the rules and regulations of NYSE Amex; and (v) such Such filings as may be required in connection with any Taxes, (vi) filings with the Ministry of Economy of France in connection with the liquidation of a foreign investment and (vii) such other items (A) required solely by reason of the participation of the Universal Parties (as opposed to any third party) in the Transactions or (B) that, individually or in the aggregate, have not had and would not have a Liberty Material Adverse EffectTaxes under Section 8.11.

No Conflicts; Consents. (a) The execution, delivery and performance by the Company of each Liberty Party of this Transaction Agreement does to which it is a party do not, and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof and thereof will not not, conflict with, or result in any violation of or default (with or without the giving of notice or lapse of time, or both), conflict with or result in any breach or violation of or default ) under, or give rise to a right of or result in a termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional additional, accelerated or accelerated guaranteed rights or entitlements of any Person person under, or result in the creation of any Lien or Encumbrance upon any of the properties or assets of the Company or any Liberty Party Company Subsidiary under, any provision of (i) the Organizational Documents Company Charter, the Company Bylaws or the comparable charter or organizational documents of any Liberty PartyCompany Subsidiary, (ii) any contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract, permit or franchise ”) to which the Company or any Liberty Party Company Subsidiary is a party or by which any of their respective properties or assets is bound or is the beneficiary or (iii) subject to the filings and other matters referred to in Section 3.05(b), any Judgment judgment, order or any Applicable Law decree (a “Judgment”) or statute, law (including any applicable state takeover statute common law), ordinance, rule or other similar statute or regulationregulation (“Law”) applicable to the Company or any Liberty Party Company Subsidiary or their respective properties or assets, except that no representation or warranty is made herein with respect to (x) Applicable Laws of any jurisdiction located outside of the United States and the European Community ("Liberty Excluded Jurisdictions")other than, (y) in the case of clauses clause (ii) above, any Contract that is not material to the Company and the Company Subsidiaries taken as a whole, or in the case of clause (iii) above, any such items that, individually or in the aggregate, would have not had and could not reasonably be expected to have a Liberty Company Material Adverse Effect and (z) the Articles of Association of multiThematiques (the "Articles of Association"), the multiThematiques Cooperation Agreement and the Option AgreementsEffect. (b) No material Consent consent, approval, license, permit, order or authorization (a “Consent”) of, or Filing registration, declaration or filing with, or permit from, any U.S. federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a “Governmental Entity Entity”) is required to be obtained or made by or with respect to the Company or any Liberty Party Company Subsidiary in connection with the execution, delivery and performance of this any Transaction Agreement to which it is a party or the consummation of the Transactions (provided, that no representation or warranty is made by a Liberty Party with respect to Consents from, or Filings with, any Governmental Entity in a Liberty Excluded Jurisdiction)Transactions, other than (i) (A) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the EC Merger Regulation and the (B) compliance with any mandatory pre-merger regulations of individual countries in Europe, in each case if applicablenotification and approval requirements under any foreign (non-US) antitrust or competition laws (“Foreign Antitrust Laws”), (ii) the filing of such reports as may be required under the securities laws of France, and with the SEC of (A) the Schedule 14D-9 and a proxy or information statement relating to the adoption of this Agreement by the Company’s stockholders (the “Proxy Statement”), if such adoption is required by Law, (B) any information statement (the “Information Statement”) required under Rule 14f-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) in connection with the Offer, and (C) such reports under Sections 13 and 16 of the Exchange Act, as may be required in connection with this AgreementAgreement and the other Transaction Agreements, the Mergers Offer, the Merger and the other Transactions, (iii) the filing of the Certificates Certificate of Merger and the Certificate of Dissolution with the Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business, and (iv) compliance with and such filings as may be required under applicable environmental laws, (v) such filings as may be required in connection with any Taxes, (vi) filings with the Ministry of Economy of France in connection with the liquidation of a foreign investment and (vii) such other items (A) required solely by reason of the participation of the Universal Parties (as opposed to any third party) in the Transactions or (B) that, individually or in the aggregate, have not had and would could not reasonably be expected to have a Liberty Company Material Adverse EffectEffect and are set forth in Section 3.05(b) of the Company Disclosure Letter.

No Conflicts; Consents. (a) The execution, execution and delivery and performance by each Liberty Party of this Agreement by Seller and the Company does not, and the execution and delivery of the Other Transaction Documents by Seller and the Company will not, and the consummation of the Transactions transactions contemplated hereby and thereby and compliance with the terms hereof and thereof will not not, conflict with, or result in any violation of or default (with or without the giving of notice or lapse of time, or both), conflict with or result in any breach or violation of or default ) under, or give rise to a right of or result in a termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional or accelerated rights or entitlements of any Person under, or result in the creation of any Lien liens, pledges, claims, encumbrances, title defects, security interests, options, charges or Encumbrance restrictions of any kind (“Liens”) upon any of the properties or assets of any Liberty Party the Company under, any provision of (i) the Organizational Documents Certificate of Incorporation or Bylaws (or the comparable governing instruments) of Seller or the Company, or (ii) any Liberty Partyjudgment, order or decree, or, subject to the matters referred to in clauses (i), (ii) any Contract, permit or franchise to which any Liberty Party is a party or by which any of their respective properties or assets is bound or is the beneficiary or and (iii) any Judgment of paragraph (b) below, statute, law, ordinance, rule or any Applicable Law (including any applicable state takeover statute or other similar statute or regulation) regulation applicable to any Liberty Party Seller or the Company or their respective properties or assets, except that no representation or warranty is made herein with respect to (x) Applicable Laws of any jurisdiction located outside of the United States and the European Community ("Liberty Excluded Jurisdictions")other than, (y) in the case of clauses clause (ii) and of this paragraph (iii) abovea), any such items that, individually or in that are not material to the aggregate, would not have a Liberty Material Adverse Effect and (z) the Articles of Association of multiThematiques (the "Articles of Association"), the multiThematiques Cooperation Agreement and the Option AgreementsCompany. (b) No material Consent consent, approval, license, permit, order or authorization of, or Filing registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to any Liberty Party Seller or the Company in connection with the execution, delivery and performance of this Agreement or the Other Transaction Documents or the consummation of the Transactions (provided, that no representation transactions contemplated hereby or warranty is made by a Liberty Party with respect to Consents from, or Filings with, any Governmental Entity in a Liberty Excluded Jurisdiction), thereby other than (i) compliance with and filings under the HSR Act, the EC Merger Regulation and the merger regulations of individual countries in Europe, in each case if applicable, (ii) the filing of such reports as those that may be required under the securities laws of France, and with the SEC of such reports under Sections 13 and 16 of the Exchange Act, as may be required in connection with this Agreement, the Mergers and the other Transactions, (iii) the filing of the Certificates of Merger and the Certificate of Dissolution with the Secretary of State of the State of Delaware, (iv) compliance with and such filings as may be required under applicable environmental laws, (v) such filings as may be required in connection with any Taxes, (vi) filings with the Ministry of Economy of France in connection with the liquidation of a foreign investment and (vii) such other items (A) required solely by reason of the participation of the Universal Parties Buyer’s (as opposed to any other third party’s) participation in the Transactions transactions contemplated hereby, (iii) those required to transfer environmental permits and (iv) such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations and filings the absence of which, or (B) thatthe failure to make which, individually or in are not material to the aggregate, have not had and would not have a Liberty Material Adverse EffectCompany.

No Conflicts; Consents. (a) The execution, execution and delivery and performance by each Liberty Party the Company of this Agreement does do not, and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof will not not, conflict with, or result in any violation of, or default (with or without the giving of notice or lapse of time, or both), conflict with or result in any breach or violation of or default ) under, or give rise to a right of or result in a termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional or accelerated rights or entitlements of any Person under, or result in the creation of any Lien or Encumbrance other than any Permitted Lien upon any of the properties or assets of any Liberty Party the Company under, any provision of (i) the Organizational Documents of any Liberty PartyCompany Charter or the Company Bylaws, (ii) any Contract, permit or franchise Contract to which any Liberty Party the Company is a party or by which any of their respective properties or assets is bound or is the beneficiary or (iii) subject to the filings and other matters referred to in Section 3.05(b), any Judgment judgment, order, injunction or decree of any Applicable Law Governmental Entity (including “Judgment”) or statute, law, ordinance, rule or regulation of any applicable state takeover statute or other similar statute or regulation) Governmental Entity (“Law”), in either case that is applicable to any Liberty Party the Company or their respective its properties or assets, except that no representation or warranty is made herein with respect to (x) Applicable Laws of any jurisdiction located outside of the United States and the European Community ("Liberty Excluded Jurisdictions")other than, (y) in the case of clauses (ii) and (iii) above, any such items thatthat would not reasonably be expected to, individually or in the aggregate, would not have a Liberty Company Material Adverse Effect and (z) the Articles of Association of multiThematiques (the "Articles of Association"), the multiThematiques Cooperation Agreement and the Option AgreementsEffect. (b) No material Consent consent, approval, license, permit, order or authorization (“Consent”) of, or Filing registration, declaration or filing with, or permit from, any national, Federal, state, provincial, local or other government, domestic or foreign, or any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, in each case of competent jurisdiction (a “Governmental Entity Entity”), is required to be obtained or made by or with respect to any Liberty Party the Company in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions (provided, that no representation or warranty is made by a Liberty Party with respect to Consents from, or Filings with, any Governmental Entity in a Liberty Excluded Jurisdiction)Transactions, other than (i) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act, the EC Merger Regulation and the merger regulations of individual countries in Europe, in each case if applicable”), (ii) the filing of such reports as may be required under the securities laws of France, and with the SEC of (A) the Schedule 14D-9, and (B) such reports under Sections 13 and 16 of the Exchange Act, Act as may be required in connection with this Agreement, the Mergers Offer, the Merger and the other Transactions, (iii) the filing of the Certificates Certificate of Merger and the Certificate of Dissolution with the Secretary of State of the State of DelawareDelaware and appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business, (iv) compliance with and such filings as may be required under applicable environmental laws, the rules and regulations of Nasdaq and (v) such filings as may be required in connection with any Taxes, (vi) filings with the Ministry of Economy of France in connection with the liquidation of a foreign investment and (vii) such other items (A) required solely by reason of the participation of the Universal Parties Parent (as opposed to any third partyPerson) in the Transactions or (B) thatthe failure of which to obtain or make would not reasonably be expected to, individually or in the aggregate, have not had and would not have a Liberty Company Material Adverse Effect.

No Conflicts; Consents. (a) The executionExcept as set ---------------------- forth in the Company Disclosure Letter, the execution and delivery and performance by each Liberty Party the Company of this Agreement does not, and the consummation of the Merger and the other Transactions will not not, conflict with, or result in any violation of or default (with or without the giving of notice or lapse of time, or both), conflict with or result in any breach or violation of or default ) under, or give rise to a right of or result in a termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional or accelerated rights or entitlements of any Person under, or result in the creation of any Lien or Encumbrance upon any of the properties or assets of the Company or any Liberty Party Company Subsidiary under, any provision of (i1) the Organizational Documents Company Charter, the Company Bylaws or the comparable charter or organizational documents of any Liberty PartyCompany Subsidiary, (ii2) to the knowledge of the Company, any Contractcontract, permit lease, license, indenture, note, bond, agreement, permit, concession, franchise or franchise other instrument (a "CONTRACT") to which the Company or any Liberty Party Company -------- Subsidiary is a party or by which any of their respective properties or assets is bound or is (3) to the beneficiary knowledge of the Company, subject to the filings and other matters referred to in Section 4.05(b), any judgment, --------------- order or decree (iii"JUDGMENT") any Judgment or any Applicable Law statute, law, ordinance, rule or regulation -------- (including any applicable state takeover statute or other similar statute or regulationcommon law and interpretations thereof by a Governmental Entity) ("LAW") applicable to the Company or any Liberty Party Company Subsidiary or their --- respective properties or assets, except that no representation or warranty is made herein with respect to (x) Applicable Laws of any jurisdiction located outside of the United States and the European Community ("Liberty Excluded Jurisdictions")other than, (y) in the case of clauses (ii2) and (iii3) above, any such items that, individually or in the aggregate, would not reasonably be expected to have a Liberty Company Material Adverse Effect and (z) the Articles of Association of multiThematiques (the "Articles of Association"), the multiThematiques Cooperation Agreement and the Option AgreementsEffect. (b) No material Consent Except as set forth in the Company Disclosure Letter, no consent, approval, license, permit, order or authorization ("CONSENT") ------- of, or Filing registration, declaration or filing with, or permit from, any Governmental Entity Federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "GOVERNMENTAL ENTITY") ------------------- is required to be obtained or made by or with respect to the Company or any Liberty Party Company Subsidiary in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions (providedTransactions, that no representation which failure to make or warranty is made by obtain, individually or in the aggregate, would reasonably be expected to have a Liberty Party with respect to Consents from, or Filings with, any Governmental Entity in a Liberty Excluded Jurisdiction)Company Material Adverse Effect, other than (i1) compliance with and filings under (i) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ActACT"), the EC Merger Regulation and the merger regulations of individual countries in Europe, in each case if applicable, (ii) applicable ------- foreign merger control or competition Laws and regulations, (2) the filing of such reports as may be required under the securities laws of France, and with the SEC of (i) the Proxy Statement and (ii) such other reports under Sections 13 the Exchange Act or the rules and 16 regulations of the Exchange ActNew York Stock Exchange, as may be required in connection with this Agreement, the Mergers Merger or the other Transactions and the other Transactions, (iii) obtaining from the filing SEC of the Certificates of Merger and the Certificate of Dissolution with the Secretary of State of the State of Delaware, (iv) compliance with and such filings orders as may be required under applicable environmental lawsin connection therewith, (v3) the filing and recordation of appropriate documents for the Merger and the other Transactions as required by the DGCL and appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business, (4) such filings as may be required in connection with any Taxesthe Taxes described in Section 7.08, (vi) filings with the Ministry of Economy of France in connection with the liquidation of a foreign investment and (vii5) such other ------------ items (Ai) that may be required under the applicable Law of any foreign country or Governmental Entity or (ii) required solely by reason of the participation of the Universal Parties Parent or Sub (as opposed to any third party) in the Merger or the Transactions. (c) The Company and the Company Board have taken all action necessary to (1) render the Company Rights inapplicable to this Agreement, the Merger and the other Transactions or and (B2) that, individually or ensure that Parent and Sub will not become an "Acquiring Person" (as defined in the aggregateCompany Rights Agreement) by reason of this Agreement, have not had the Merger or any other Transaction). (d) The Company Board has taken all actions necessary to cause the provisions of Section 203 of the DGCL to be inapplicable to Parent or Sub with respect to this Agreement, the Merger and would not have a Liberty Material Adverse Effectthe other Transactions. To the Company's knowledge, no other fair price, moratorium, control share acquisition or other form of antitakeover statute, rule or regulation of any state or jurisdiction applies or purports to apply to this Agreement, the Merger or the other Transactions.

No Conflicts; Consents. (a) The execution, execution and delivery and performance by each Liberty Party the Company of this Agreement does do not, and the consummation by the Company of the Merger and the other Transactions to be performed or consummated by the Company in accordance with the terms of this Agreement and compliance by the Company with the terms hereof will not not, conflict with, or result in any violation of or default (with or without the giving of notice or lapse of time, or both), conflict with or result in any breach or violation of or default ) under, or give rise to a right of or result in a termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional additional, accelerated or accelerated guaranteed rights or entitlements of any Person person under, or result in the creation of any Lien or Encumbrance upon any of the properties or assets of the Company or any Liberty Party Company Subsidiary under, any provision of (i) the Organizational Documents Company Charter, the Company By-laws or the comparable charter or organizational documents of any Liberty PartyCompany Subsidiary, (ii) any contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a "Contract, permit or franchise ") to which the Company or any Liberty Party Company Subsidiary is a party or by which any of their respective properties or assets is bound or is the beneficiary or (iii) subject to the filings and other matters referred to in Section 3.05(b), any Judgment judgment, order or any Applicable Law decree ("Judgment") or statute, law (including any applicable state takeover statute common law), ordinance, rule or other similar statute or regulationregulation ("Law") applicable to the Company or any Liberty Party Company Subsidiary or their respective properties or assets, except that no representation or warranty is made herein with respect to (x) Applicable Laws of any jurisdiction located outside of the United States and the European Community ("Liberty Excluded Jurisdictions")other than, (y) in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Liberty Company Material Adverse Effect and (z) the Articles of Association of multiThematiques (the "Articles of Association"), the multiThematiques Cooperation Agreement and the Option AgreementsEffect. (b) No material Consent consent, approval, license, permit, order or authorization ("Consent") of, or Filing registration, declaration or filing with, or permit from, any Federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity Entity"), is required to be obtained or made by the Company or with respect to any Liberty Party Company Subsidiary in connection with the execution, delivery and performance of this Agreement or the consummation of the Merger and the other Transactions (provided, that no representation to be performed or warranty is made consummated by a Liberty Party the Company in accordance with respect to Consents from, or Filings with, any Governmental Entity in a Liberty Excluded Jurisdiction)the terms of this Agreement, other than (i) compliance with and filings under the HSR ActHart-Scott-Rodino Antitrust Improvements Act of 1976, the EC Merger Regulation and the merger regulations of individual countries in Europe, in each case if applicableas amended (xxx "XXX Xxx"), (ii) the filing with the Securities and Exchange Commission (the "SEC") of (A) the Joint Proxy Statement and (B) such reports under, or other applicable requirements of, the Securities Exchange Act of 1934, as may be required under amended (the securities laws of France, and with the SEC of such reports under Sections 13 and 16 of the "Exchange Act"), as may be required in connection with this Agreement, the Mergers Merger and the other TransactionsTransactions to be performed or consummated by the Company in accordance with the terms of this Agreement, (iii) the filing of the Certificates of Merger and the Certificate of Dissolution with the Secretary of State of the State of Delaware, (iv) compliance with and such filings as may be required under applicable environmental laws, (v) such filings as may be required in connection with any Taxes, (vi) filings with the Ministry of Economy of France in connection with the liquidation of a foreign investment and (vii) such other items (A) required solely by reason of the participation of the Universal Parties (as opposed to any third party) in the Transactions or (B) that, individually or in the aggregate, have not had and would not have a Liberty Material Adverse Effect.the

No Conflicts; Consents. (a) The executionExcept as set forth on Schedule 3.03, the execution and delivery by Seller and performance by each Liberty Party Seller Sub of this Agreement does do not, the execution and delivery by Seller and Seller Sub of each Ancillary Agreement to which it is, or is specified to be, a party will not, and the consummation of the Transactions Acquisition and the other transactions contemplated hereby and thereby and compliance by Seller and Seller Sub with the terms hereof and thereof will not conflict with, or result in any violation of or default (with or without the giving of notice or lapse of time, or both), conflict with or result in any breach or violation of or default ) under, or give rise to a right of or result in a termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional or accelerated rights or entitlements of any Person under, or result in the creation of any Lien or Encumbrance upon any of the properties or assets of Seller or any Liberty Party underof its subsidiaries, under any provision of (ia) the Organizational Documents certificate of incorporation or by-laws of Seller or any Liberty Partyof its subsidiaries, (iib) any Contract, permit or franchise Contract to which any Liberty Party Seller or Seller Sub is a party or by which any of their respective properties or assets is bound or is the beneficiary or (iiic) any Judgment judgment, order or any Applicable Law decree (including any applicable state takeover statute "JUDGMENT") or other similar statute statute, law, ordinance, rule or regulationregulation ("APPLICABLE LAW") applicable to Seller or any Liberty Party of its subsidiaries or their respective properties or assets, except that no representation or warranty is made herein with respect to (x) Applicable Laws of any jurisdiction located outside of the United States and the European Community ("Liberty Excluded Jurisdictions")other than, (y) in the case of clauses (iib) and (iiic) above, any such items that, individually or in the aggregate, would could not reasonably be expected to have a Liberty Business Material Adverse Effect and Effect. No material consent, approval, license, permit, order or authorization (z"CONSENT") the Articles of, or material registration, declaration or filing with, any Federal, state, local or foreign government or any court of Association of multiThematiques competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (the a "Articles of AssociationGOVERNMENTAL ENTITY"), the multiThematiques Cooperation Agreement and the Option Agreements. (b) No material Consent of, or Filing with, any Governmental Entity is required to be obtained or made by or with respect to Seller or any Liberty Party of its subsidiaries in connection with the execution, delivery and performance of this Agreement or any Ancillary Agreement or the consummation of the Transactions (provided, that no representation Acquisition or warranty is made by a Liberty Party with respect to Consents from, or Filings with, any Governmental Entity in a Liberty Excluded Jurisdiction)the other transactions contemplated hereby and thereby, other than (i) compliance with and filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR ActXXX"), xx (xx) xxher filings or approvals that ixxxxxxxxxxx xx xx xxe aggregate could not reasonably be expected to prevent the EC Merger Regulation and the merger regulations of individual countries in Europe, in each case if applicable, (ii) the filing of such reports as may be required under the securities laws of France, and with the SEC of such reports under Sections 13 and 16 consummation of the Exchange Act, as may be required in connection with this Agreement, the Mergers and the other Transactions, (iii) the filing of the Certificates of Merger and the Certificate of Dissolution with the Secretary of State of the State of Delaware, (iv) compliance with and such filings as may be required under applicable environmental laws, (v) such filings as may be required in connection with any Taxes, (vi) filings with the Ministry of Economy of France in connection with the liquidation of a foreign investment and (vii) such other items (A) required solely by reason of the participation of the Universal Parties (as opposed to any third party) in the Transactions or (B) that, individually or in the aggregate, have not had and would not have a Liberty Material Adverse Effecttransactions contemplated hereby.