Common use of No Conflicts; Governmental Approvals Clause in Contracts

No Conflicts; Governmental Approvals. (a) The execution and delivery of this Agreement by such Shareholder do not, and the performance by such Shareholder of its obligations hereunder will not, (i) to the extent such Shareholder is not an individual, conflict with or violate any provision of the organizational documents of such Shareholder, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by Section 3.04(b) have been obtained, and all filings described therein have been made, conflict with or violate any Law applicable to such Shareholder or by which any property or asset of such Shareholder is bound or affected, (iii) require any consent or other action by any Person under, result in a breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, or result in the loss of any right or benefit to which such Shareholder is entitled under, any Contract to which such Shareholder is a party or by which such Shareholder, or any property or asset of such Shareholder, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of such Shareholder, except in the case of clauses (ii), (iii) and (iv) for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, reasonably be likely to have a material adverse effect on the ability of such Shareholder to perform its obligations hereunder. (i) The execution and delivery of this Agreement by such Shareholder do not, and (ii) the performance by such Shareholder of its obligations hereunder will not, require any action, consent, approval, authorization, waiver or permit of, or filing with or notification to, or registration or qualification with, any Governmental Authority, except in the case of clause (ii), for the avoidance of doubt, for applicable consents, approvals, authorizations and waivers contemplated by Section 4.05(b) of the Merger Agreement in connection with the divestiture by such Shareholder of its Shares at the Effective Time.

No Conflicts; Governmental Approvals. (a) The execution and delivery of this Agreement by such Shareholder Buyer do not, and the performance by such Shareholder Buyer of its obligations hereunder will not, (i) to the extent such Shareholder is not an individual, conflict with or violate any provision of the organizational documents Organizational Documents of such ShareholderBuyer, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by Section 3.04(b4.03(b) have been obtained, and all filings described therein have been made, and assuming the accuracy and completeness of the representations and warranties contained in Section 3.04(a), conflict with or violate any Law applicable to such Shareholder Buyer or by which any property or asset of such Shareholder Buyer is bound or affected, (iii) require any consent or other action by any Person under, result in a breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, or result in the loss of any right or benefit to which such Shareholder Buyer is entitled under, any Contract to which such Shareholder Buyer is a party or by which such ShareholderBuyer, or any property or asset of such ShareholderBuyer, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien an Encumbrance on any property or asset of such ShareholderBuyer, except in the case of clauses (ii), (iii) and (iv) for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, reasonably be likely to have a material adverse effect on prohibit or materially impair the ability of such Shareholder Buyer to perform its obligations hereunder. (ib) The execution and delivery of this Agreement by such Shareholder Buyer do not, and (ii) the performance by such Shareholder Buyer of its obligations hereunder will not, require any action, consent, approval, authorization, waiver or permit of, or filing with or notification to, or registration or qualification with, any Governmental AuthorityEntity, except in the case of clause (ii), for the avoidance of doubt, for applicable consents, approvals, authorizations and waivers contemplated by Section 4.05(b) Sections 4.3 and 5.3 of the Merger Agreement in connection with Asset Purchase Agreement, to the divestiture by such Shareholder of its Shares at the Effective Timeextent applicable.

No Conflicts; Governmental Approvals. (a) The execution and delivery of this Agreement by such Shareholder each Stockholder do not, and the performance by such Shareholder each Stockholder of its obligations hereunder will not, (i) to the extent such Shareholder Stockholder is not an individual, conflict with or violate any provision of the organizational documents Organizational Documents of such ShareholderStockholder, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by Section 3.04(b) have been obtained, and all filings described therein have been made, and assuming the accuracy and completeness of the representations and warranties contained in Section 4.03(a), conflict with or violate any Law applicable to such Shareholder Stockholder or by which any property or asset of such Shareholder Stockholder is bound or affected, (iii) require any consent or other action by any Person under, result in a breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, or result in the loss of any right or benefit to which such Shareholder Stockholder is entitled under, any Contract to which such Shareholder Stockholder is a party or by which such ShareholderStockholder, or any property or asset of such ShareholderStockholder, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien an Encumbrance on any property or asset of such ShareholderStockholder, except in the case of clauses (ii), (iii) and (iv) for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, reasonably be likely to have a material adverse effect on prohibit or materially impair the ability of such Shareholder Stockholder to perform its obligations hereunder. (ib) The execution and delivery of this Agreement by such Shareholder each Stockholder do not, and (ii) the performance by such Shareholder each Stockholder of its obligations hereunder will not, require any action, consent, approval, authorization, waiver or permit of, or filing with or notification to, or registration or qualification with, any Governmental AuthorityEntity, except in the case of clause (ii), for the avoidance of doubt, for applicable consents, approvals, authorizations and waivers contemplated by Section 4.05(b) Sections 4.3 and 5.3 of the Merger Agreement in connection with Asset Purchase Agreement, to the divestiture by such Shareholder of its Shares at the Effective Timeextent applicable.

No Conflicts; Governmental Approvals. (a) The execution and delivery of this Agreement by such Shareholder do not, and the performance by such Shareholder of its obligations hereunder will not, (i) to the extent such Shareholder is not an individual, conflict with or violate any provision of the organizational documents of such Shareholder, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by Section 3.04(b) have been obtained, and all filings described therein have been made, conflict with or violate any Law applicable to such Shareholder or by which any property or asset of such Shareholder is bound or affected, (iii) require any consent or other action by any Person under, result in a breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, or result in the loss of any right or benefit to which such Shareholder is entitled under, any Contract to which such Shareholder is a party or by which such Shareholder, or any property or asset of such Shareholder, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of such Shareholder, except in the case of clauses (ii), (iii) and (iv) for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, reasonably be likely to have a material adverse effect on the ability of such Shareholder to perform its obligations hereunder. (ib) The execution and delivery of this Agreement by such Shareholder do not, and (ii) the performance by such Shareholder of its obligations hereunder will not, require any action, consent, approval, authorization, waiver or permit of, or filing with or notification to, or registration or qualification with, any Governmental Authority, except in the case of clause (ii), for the avoidance of doubt, for applicable consents, approvals, authorizations and waivers contemplated by Section 4.05(b) of the Merger Agreement in connection with the divestiture by such Shareholder of its Shares at the Effective Time.

No Conflicts; Governmental Approvals. (a) The Neither the execution and delivery of this Agreement by such Shareholder do notHolder, and nor the performance or compliance by such Shareholder Holder with any of its obligations hereunder the terms or provisions hereof, will not, (i) to the extent if such Shareholder Holder is not an individual, conflict with or violate any provision of the organizational documents of such Shareholder, Holder or (iiii)(x) assuming that all consents, approvals, authorizations and waivers contemplated by the actions described in Section 3.04(b2.04(b) have been obtainedcompleted prior to or promptly after the Effective Time, and all filings described therein have been made, conflict with or violate any Law law applicable to such Shareholder Holder or by which any property its assets or asset of such Shareholder is bound properties are bound, or affected, (iiiy) require any consent or other action by any Person underconflict with, result in a any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others (immediately or with notice or lapse of time or both) any right rights of termination, amendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, or result in the loss creation of any right encumbrance on the properties or benefit assets of such Holder (including the Subject Shares) pursuant to, any note, bond, mortgage, indenture, contract (whether written or oral), agreement, lease, license, permit, franchise or other instrument or obligation to which such Shareholder is entitled under, any Contract to which such Shareholder Holder is a party or by which such Shareholder, Holder or any property of its assets or asset of such Shareholder, properties is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of such Shareholderbound, except in the case of clauses (ii), (iii) and (iv) for any such conflicts, violations, breaches, defaults or other occurrences that of the foregoing as would not, not individually or in the aggregate, reasonably be likely expected to have a material adverse effect on prevent, impair or interfere with the ability of such Shareholder Holder to perform its obligations hereunderhereunder or consummate the transactions contemplated hereby on a timely basis. (ib) The No consent of, or filing, declaration or registration with, any Governmental Authority is necessary for the execution and delivery of this Agreement by such Shareholder do not, and (ii) Holder or the performance by such Shareholder Holder of its obligations hereunder will nothereunder, require any actionother than filings with the SEC under the Exchange Act and such reports under, consent, approval, authorization, waiver or permit of, or filing with or notification to, or registration or qualification and such other compliance with, any Governmental Authority, except in the case of clause (ii), for the avoidance of doubt, for Exchange Act and other applicable consents, approvals, authorizations and waivers contemplated by Section 4.05(b) of the Merger Agreement securities laws as may be required in connection with this Agreement and the divestiture transactions contemplated by such Shareholder of its Shares at the Effective Timethis Agreement.

No Conflicts; Governmental Approvals. (a) The execution and delivery by each of this Agreement Weyerhaeuser and WRECO of each Transaction Document to which it is a party do not, the execution and delivery by such Shareholder do each of Weyerhaeuser and WRECO of each Transaction Document to which it is contemplated to be a party will not, and the performance by such Shareholder consummation of its obligations hereunder the Transactions and compliance with the terms hereof and thereof will not, (i) to the extent such Shareholder is not an individualconflict with, conflict with or violate any provision of the organizational documents of such Shareholder, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by Section 3.04(b) have been obtained, and all filings described therein have been made, conflict with or violate any Law applicable to such Shareholder or by which any property or asset of such Shareholder is bound or affected, (iii) require any consent or other action by any Person under, result in a breach any violation of or constitute a default (or an event that that, with or without notice or lapse of time or both both, would become a default) under, or give rise to others (immediately or with notice or lapse of time or both) any a right of termination, amendmentcancelation or acceleration of any obligation or to loss of a material benefit under, acceleration or cancellation ofto increased, result (immediately additional, accelerated or with notice guaranteed rights or lapse entitlements of time or both) in triggering any payment or other obligations Person under, or result in the loss creation of any right or benefit to which such Shareholder is entitled Lien upon any of the REB Assets under, any provision of (i) the certificate or articles of incorporation and the bylaws or comparable organizational documents of Weyerhaeuser, WRECO or any WRECO Subsidiary, (ii) any Contract to which such Shareholder Weyerhaeuser, WRECO or any WRECO Subsidiary is a party or by which such Shareholder, any of their respective properties or any property or asset of such Shareholder, assets is bound or affected (iii) subject to the filings, consents and other matters referred to in Section 7.05(b), any Judgment or (iv) result (immediately Law applicable to Weyerhaeuser, WRECO or with notice any WRECO Subsidiary or lapse of time their respective properties or both) in the creation of a Lien on any property or asset of such Shareholderassets, except other than, in the case of clauses (ii), ) and (iii) and (iv) for above, any such conflicts, violations, breaches, defaults or other occurrences that would notitem that, individually or in the aggregate, has not had and would not reasonably be likely expected to have a material adverse effect on the ability of such Shareholder to perform its obligations hereunderan REB Material Adverse Effect. (ib) The execution and delivery of this Agreement No Governmental Approval is required to be obtained or made by such Shareholder do notor with respect to Weyerhaeuser, and (ii) the performance by such Shareholder of its obligations hereunder will not, require WRECO or any action, consent, approval, authorization, waiver or permit of, or filing with or notification to, or registration or qualification with, any Governmental Authority, except in the case of clause (ii), for the avoidance of doubt, for applicable consents, approvals, authorizations and waivers contemplated by Section 4.05(b) of the Merger Agreement WRECO Subsidiary in connection with the divestiture execution, delivery and performance of any Transaction Document to which it is a party or the consummation of the Transactions, other than (i) compliance with and filings under the HSR Act and any other Review Laws, (ii) compliance with and filings under the Securities Act and the Exchange Act, (iii) filings required under the WBCA in connection with the amendment of the articles of incorporation of WRECO in connection with the WRECO Stock Split, (iv) the filing of the Articles of Merger, the Plan of Merger and any other filings or recordings required under the WBCA in connection with the Merger with the Secretary of State of the State of Washington, (v) compliance by Weyerhaeuser with the rules and regulations of the NYSE, (vi) compliance with and filings under any applicable international, Federal or state securities or “blue sky” Laws and (vii) such Shareholder other Governmental Approvals, the failure of its Shares at which to be obtained or made, individually or in the Effective Timeaggregate, would not reasonably be expected to have an REB Material Adverse Effect.

No Conflicts; Governmental Approvals. (a) The execution and delivery by each of this Agreement Parent and Merger Sub of each Transaction Document to which it is a party do not, the execution and delivery by such Shareholder do each of Parent and Merger Sub of each Transaction Document to which it is contemplated to be a party will not, and the performance by such Shareholder consummation of its obligations hereunder the Transactions and compliance with the terms hereof and thereof will not, (i) to the extent such Shareholder is not an individualconflict with, conflict with or violate any provision of the organizational documents of such Shareholder, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by Section 3.04(b) have been obtained, and all filings described therein have been made, conflict with or violate any Law applicable to such Shareholder or by which any property or asset of such Shareholder is bound or affected, (iii) require any consent or other action by any Person under, result in a breach any violation of or constitute a default (or an event that that, with or without notice or lapse of time or both both, would become a default) under, or give rise to others (immediately or with notice or lapse of time or both) any a right of termination, amendmentcancelation or acceleration of any obligation or to loss of a material benefit under, acceleration or cancellation ofto increased, result (immediately additional, accelerated or with notice guaranteed rights or lapse entitlements of time or both) in triggering any payment or other obligations Person under, or result in the loss creation of any right Lien upon any of the properties or benefit to which such Shareholder is entitled assets of Parent or any Parent Subsidiary under, any provision of (i) the certificate or articles of incorporation and the bylaws or comparable organizational documents of Parent or any Parent Subsidiary, (ii) any Contract to which such Shareholder Parent or any Parent Subsidiary is a party or by which such Shareholder, any of their respective properties or any property or asset of such Shareholder, assets is bound or affected (iii) subject to the filings, consents and other matters referred to in Section 6.06(b), any Judgment or (iv) result (immediately Law applicable to Parent or with notice any Parent Subsidiary or lapse of time their respective properties or both) in the creation of a Lien on any property or asset of such Shareholderassets, except other than, in the case of clauses (ii), ) and (iii) and (iv) for above, any such conflicts, violations, breaches, defaults or other occurrences that would notitem that, individually or in the aggregate, has not had and would not reasonably be likely expected to have a material adverse effect on the ability of such Shareholder to perform its obligations hereunderParent Material Adverse Effect. (ib) The execution and delivery of this Agreement No Governmental Approval is required to be obtained or made by such Shareholder do not, and (ii) the performance by such Shareholder of its obligations hereunder will not, require or with respect to Parent or any action, consent, approval, authorization, waiver or permit of, or filing with or notification to, or registration or qualification with, any Governmental Authority, except in the case of clause (ii), for the avoidance of doubt, for applicable consents, approvals, authorizations and waivers contemplated by Section 4.05(b) of the Merger Agreement Parent Subsidiary in connection with the divestiture execution, delivery and performance of any Transaction Document to which it is a party or the consummation of the Transactions, other than (i) compliance with and filings under the HSR Act and any other Review Laws, (ii) compliance with and filings under the Securities Act and the Exchange Act, (iii) the filing of the Articles of Merger, the Plan of Merger and any other filings or recordings required under the WBCA in connection with the Merger with the Secretary of State of the State of Washington, (iv) compliance by Parent with the rules and regulations of the NYSE, (v) compliance with and filings under any applicable international, Federal or state securities or “blue sky” Laws and (vi) such Shareholder other Governmental Approvals, the failure of its Shares at which to be obtained or made, individually or in the Effective Timeaggregate, would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Governmental Approvals. (a) The execution and delivery by Monsoon of this each Transaction Document to which it is a party do not, the execution and delivery of each Voting Agreement by such Shareholder each party thereto do not, the execution and delivery by Monsoon of each Transaction Document to which it is contemplated to be a party will not, and the performance by such Shareholder consummation of its obligations hereunder the Transactions and compliance with the terms hereof and thereof will not, (i) to the extent such Shareholder is not an individualconflict with, conflict with or violate any provision of the organizational documents of such Shareholder, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by Section 3.04(b) have been obtained, and all filings described therein have been made, conflict with or violate any Law applicable to such Shareholder or by which any property or asset of such Shareholder is bound or affected, (iii) require any consent or other action by any Person under, result in a breach any violation of or constitute a default (or an event that that, with or without notice or lapse of time or both both, would become a default) under, or give rise to others (immediately or with notice or lapse of time or both) any a right of termination, amendmentcancelation or acceleration of any obligation or to loss of a material benefit under, acceleration or, to the knowledge of Monsoon as of the date hereof, give rise to an obligation to make an offer to purchase, or cancellation ofan obligation to purchase, result (immediately securities from any shareholder of Monsoon under, or with notice to increased, additional, accelerated or lapse guaranteed rights or entitlements of time or both) in triggering any payment or other obligations Person under, or result in the loss creation of any right Lien upon any of the properties or benefit to which such Shareholder is entitled assets of Monsoon or any Monsoon Subsidiary under, any provision of (i) the Monsoon Organizational Documents or the certificate or articles of incorporation and the bylaws or comparable organizational documents of any Monsoon Subsidiary, (ii) any Contract to which such Shareholder Monsoon or any Monsoon Subsidiary is a party or by which such Shareholder, any of their respective properties or any property or asset of such Shareholder, assets is bound or affected (iii) subject to the filings, consents and other matters referred to in Section 5.05(b), any Judgment or (iv) result (immediately Law applicable to Monsoon or with notice any Monsoon Subsidiary or lapse of time their respective properties or both) in the creation of a Lien on any property or asset of such Shareholderassets, except other than, in the case of clauses (ii), ) and (iii) and (iv) for above, any such conflicts, violations, breaches, defaults or other occurrences that would notitem that, individually or in the aggregate, has not and would not reasonably be likely expected to (A) prevent or delay beyond the Outside Date consummation of the Transactions or (B) have a material adverse effect on the ability of such Shareholder to perform its obligations hereunderMonsoon Material Adverse Effect. (ib) The execution and delivery of this Agreement No Governmental Approval is required to be obtained or made by such Shareholder do not, and (ii) the performance by such Shareholder of its obligations hereunder will not, require or with respect to Monsoon or any action, consent, approval, authorization, waiver or permit of, or filing with or notification to, or registration or qualification with, any Governmental Authority, except in the case of clause (ii), for the avoidance of doubt, for applicable consents, approvals, authorizations and waivers contemplated by Section 4.05(b) of the Merger Agreement Monsoon Subsidiary in connection with the divestiture by execution, delivery and performance of any Transaction Document to which it is a party or the consummation of the Transactions, other than (i) the Required Competition Filings, (ii) under the Securities Act, the Exchange Act, any other applicable international, Federal or state securities or “blue sky” Laws and the NASDAQ Stock Market Rules and (iii) such Shareholder other Governmental Approvals, the failure of its Shares at which to be obtained or made, individually or in the Effective Timeaggregate, would not reasonably be expected to (A) prevent or delay beyond the Outside Date consummation of the Transactions or (B) have a Monsoon Material Adverse Effect.

No Conflicts; Governmental Approvals. (a) The execution execution, and delivery by the Stockholder of this Agreement by such Shareholder do not, and the performance by such Shareholder the Stockholder of its obligations hereunder will not, constitute or result in (i) to in the extent such Shareholder event that the Stockholder is not an individualentity, a conflict with with, a breach or violate any provision violation of, or a default under, the certificate of incorporation and the bylaws, the limited liability company agreement, the partnership or trust agreement or comparable organizational documents of such Shareholderthe Stockholder, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by Section 3.04(b) have been obtained, and all filings described therein have been made, conflict with or violate any Law applicable to such Shareholder or by which any property or asset of such Shareholder is bound or affectedwithout notice, (iii) require any consent or other action by any Person under, result in a breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, give to others (immediately or with notice or lapse of time or both) any , a breach or violation of, a termination (or right of termination, amendment, acceleration ) of or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations a default under, or result in the loss of any right or benefit to which such Shareholder is entitled under, the creation, modification or acceleration of any Contract to which such Shareholder is a party obligations under or by which such Shareholder, or any property or asset of such Shareholder, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a any Lien on any property of the properties, rights or asset assets of such Shareholderthe Stockholder pursuant to any Contract binding upon the Stockholder or under any applicable Law to which the Stockholder is subject or (iii) any change in the rights or obligations of any party under any Contract legally binding upon the Stockholder, except in the case of each of clauses (ii), ) and (iii) and (iv) directly above, for any such conflictsconflict, violationsbreach, breachesviolation, defaults termination, default, loss, creation, modification, acceleration or other occurrences change that would not, individually or in the aggregate, reasonably be likely expected to have a material adverse effect on prevent or materially delay or impair the ability of such Shareholder the Stockholder to perform its obligations hereunder. (ib) The execution and delivery of this Agreement No approval by such Shareholder do not, and (ii) the performance by such Shareholder of its obligations hereunder will not, require any action, consent, approval, authorization, waiver or permit of, or filing with or notification to, or registration or qualification with, any Governmental Authority, except in Body is required to be obtained or made by or with respect to the case of clause (ii), for the avoidance of doubt, for applicable consents, approvals, authorizations and waivers contemplated by Section 4.05(b) of the Merger Agreement Stockholder in connection with the divestiture execution, delivery and performance of this Agreement, other than compliance by such Shareholder the Stockholder with and filings under Sections 13(d) and 16 of its Shares at the Effective TimeSecurities Exchange Act of 1934, as amended.

No Conflicts; Governmental Approvals. (a) The execution and delivery by Indigo Parent of this Agreement each Transaction Document to which it is a party do not, the execution and delivery by such Shareholder do Indigo Parent of each Transaction Document to which it is contemplated to be a party will not, and the performance by such Shareholder consummation of its obligations hereunder the Transactions and compliance with the terms hereof and thereof will not, (i) to the extent such Shareholder is not an individualconflict with, conflict with or violate any provision of the organizational documents of such Shareholder, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by Section 3.04(b) have been obtained, and all filings described therein have been made, conflict with or violate any Law applicable to such Shareholder or by which any property or asset of such Shareholder is bound or affected, (iii) require any consent or other action by any Person under, result in a breach any violation of or constitute a default (or an event that that, with or without notice or lapse of time or both both, would become a default) under, or give rise to others (immediately or with notice or lapse of time or both) any a right of termination, amendmentcancelation or acceleration of any obligation or to loss of a material benefit under, acceleration or cancellation ofto increased, result (immediately additional, accelerated or with notice guaranteed rights or lapse entitlements of time or both) in triggering any payment or other obligations Person under, or result in the loss creation of any right Lien upon any of the properties or benefit to which such Shareholder is entitled assets of Indigo Parent or any Indigo Group Company under, any provision of (i) the Indigo Organizational Documents or the certificate or articles of incorporation and the bylaws or comparable organizational documents of any other Indigo Group Company, (ii) any Contract to which such Shareholder Indigo Parent or any Indigo Group Company is a party or by which such Shareholder, any of their respective properties or any property or asset of such Shareholder, assets is bound or affected (iii) subject to the filings, consents and other matters referred to in Section 4.05(b), any Judgment or (iv) result (immediately Law applicable to Indigo Parent or with notice any Indigo Group Company or lapse of time their respective properties or both) in the creation of a Lien on any property or asset of such Shareholderassets, except other than, in the case of clauses (ii), ) and (iii) and (iv) for above, any such conflicts, violations, breaches, defaults or other occurrences that would notitem that, individually or in the aggregate, has not and would not reasonably be likely expected to (A) prevent or delay beyond the Outside Date consummation of the Transactions or (B) have a material adverse effect on the ability of such Shareholder to perform its obligations hereunderan Indigo Material Adverse Effect. (ib) The execution and delivery of this Agreement No Governmental Approval is required to be obtained or made by such Shareholder do not, and (ii) the performance by such Shareholder of its obligations hereunder will not, require or with respect to Indigo Parent or any action, consent, approval, authorization, waiver or permit of, or filing with or notification to, or registration or qualification with, any Governmental Authority, except in the case of clause (ii), for the avoidance of doubt, for applicable consents, approvals, authorizations and waivers contemplated by Section 4.05(b) of the Merger Agreement Indigo Group Company in connection with the divestiture by execution, delivery and performance of any Transaction Document to which it is a party or the consummation of the Transactions, other than (i) the Required Competition Filings, (ii) under any applicable international, Federal or state securities or “blue sky” Laws and (iii) such Shareholder other Governmental Approvals, the failure of its Shares at which to be obtained or made, individually or in the Effective Timeaggregate, would not reasonably be expected to (A) prevent or delay beyond the Outside Date consummation of the Transactions or (B) have an Indigo Material Adverse Effect.

No Conflicts; Governmental Approvals. (a) The execution and delivery of this Agreement by such Shareholder Stockholder do not, and the performance by such Shareholder Stockholder of its obligations hereunder will not, (i) to the extent such Shareholder Stockholder is not an individual, conflict with or violate any provision of the organizational documents of such ShareholderStockholder, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by Section 3.04(b) have been obtained, and all filings described therein have been made, and assuming the accuracy and completeness of the representations and warranties contained in Section 4.03(a), conflict with or violate any Law applicable to such Shareholder Stockholder or by which any property or asset of such Shareholder Stockholder is bound or affected, (iii) require any consent or other action by any Person under, result in a breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, or result in the loss of any right or benefit to which such Shareholder Stockholder is entitled under, any Contract to which such Shareholder Stockholder is a party or by which such ShareholderStockholder, or any property or asset of such ShareholderStockholder, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of such ShareholderStockholder, except in the case of clauses (ii), (iii) and (iv) for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, reasonably be likely expected to have a material adverse effect on the ability of such Shareholder Stockholder to perform its obligations hereunder. (ib) The execution and delivery of this Agreement by such Shareholder Stockholder do not, and (ii) the performance by such Shareholder Stockholder of its obligations hereunder will not, require any action, consent, approval, authorization, authorization or waiver or permit of, or filing with or notification to, or registration or qualification with, from any Governmental Authority, except in the case of clause (ii), for the avoidance of doubt, for applicable consents, approvals, authorizations and waivers contemplated by Section 4.05(b) of the Merger Agreement in connection with the divestiture by such Shareholder of its Shares at the Effective TimeAgreement.

No Conflicts; Governmental Approvals. (a) The execution and delivery by Seller of this Agreement each Transaction Document to which it is a party do not, the execution and delivery by such Shareholder do Seller of each Transaction Document to which it is contemplated to be a party will not, and the performance by such Shareholder consummation of its obligations hereunder the Transactions and compliance with the terms hereof and thereof will not, (i) to the extent such Shareholder is not an individualconflict with, conflict with or violate any provision of the organizational documents of such Shareholder, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by Section 3.04(b) have been obtained, and all filings described therein have been made, conflict with or violate any Law applicable to such Shareholder or by which any property or asset of such Shareholder is bound or affected, (iii) require any consent or other action by any Person under, result in a breach any violation of or constitute a default (or an event that that, with or without notice or lapse of time or both both, would become a default) under, or give rise to others (immediately or with notice or lapse of time or both) any a right of termination, amendmentcancellation or acceleration of any obligation or to a loss of a material benefit under, acceleration or cancellation ofto increased, result (immediately additional, accelerated or with notice guaranteed rights or lapse entitlements of time or both) in triggering any payment or other obligations Person under, or result in the loss creation of any right Lien upon any of the Transferred Equity Interests or benefit to which such Shareholder is entitled upon any of the Transferred Assets, Assumed Liabilities or the Business under, any provision of (i) the articles of incorporation or the bylaws (or comparable charter or organizational documents) of Seller or any other member of the Seller Group, (ii) any Transferred Contract or any other Contract to which such Shareholder Seller or any of its subsidiaries is a party or by which such Shareholder, any of their respective properties or any property or asset of such Shareholder, assets is bound or affected (iii) subject to the filings, consents and other matters referred to in Section 4.03(b), any Judgment or (iv) result (immediately Law applicable to Seller or with notice any other member of the Seller Group, the Business, the Transferred Equity Interests or lapse of time or both) in the creation of a Lien on any property or asset of such ShareholderTransferred Assets, except other than, in the case of clauses (ii), ) and (iii) and (iv) for above, any such conflicts, violations, breaches, defaults or other occurrences that would notitem that, individually or in the aggregate, has not had and would not reasonably be likely expected to have a material adverse effect on the ability of such Shareholder to perform its obligations hereunderBusiness Material Adverse Effect. (ib) The execution and delivery of this Agreement by such Shareholder do not, and (ii) the performance by such Shareholder of its obligations hereunder will not, require any action, consent, approval, authorization, waiver or permit No Governmental Approval of, or registration, declaration or filing with or notification towith, or registration or qualification withpermit from, any Governmental Authority, except in the case Entity is required to be obtained or made by or with respect to Seller or any of clause (ii), for the avoidance of doubt, for applicable consents, approvals, authorizations and waivers contemplated by Section 4.05(b) of the Merger Agreement its subsidiaries in connection with the divestiture execution, delivery and performance of any Transaction Document to which Seller is a party or the consummation of the Transactions, other than (i) compliance with and filings and notifications under the HSR Act and any other Review Laws (including compliance with and filings and notifications under Mexico’s Federal Economic Competition Law (LFCE)), (ii) those that may be required solely by reason of the participation of Purchaser or any Purchaser Sub (as opposed to any third party) in the Acquisition and the other Transactions, (iii) compliance with and filings by Seller with the SEC under the Exchange Act and (iv) such Shareholder of its Shares at other Governmental Approvals, registrations, declarations, filings or permits the Effective Timefailure to obtain or make which, individually or in the aggregate, has not had and would not reasonably be expected to have Business Material Adverse Effect.

No Conflicts; Governmental Approvals. (a) The execution execution, delivery and delivery performance of this Agreement by such Shareholder Stockholder do not, and the performance by such Shareholder consummation of its obligations hereunder the transactions contemplated hereby do not and will not, (i) to the extent such Shareholder is not an individual, conflict with or violate any provision of the organizational documents of such ShareholderStockholder, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by Section 3.04(b) have been obtained, and all filings described therein have been made, and assuming the accuracy and completeness of the representations and warranties contained in Section 4.03(a), conflict with or violate any Law applicable to such Shareholder Stockholder or by which any property or asset of such Shareholder Stockholder is bound or affected, (iii) require any consent or other action by any Person under, result in a breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, or result in the loss of any right or benefit to which such Shareholder Stockholder is entitled under, any Contract to which such Shareholder Stockholder is a party or by which such ShareholderStockholder, or any property or asset of such ShareholderStockholder, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of such ShareholderStockholder, except in the case of clauses (ii), (iii) and (iv) for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, reasonably be likely expected to have a material adverse effect on the ability of such Shareholder Stockholder to perform its obligations hereunder. (ib) The execution execution, delivery and delivery performance of this Agreement by such Shareholder Stockholder do not, and (ii) the performance by such Shareholder consummation of its obligations hereunder the transactions contemplated hereby do not and will not, require any action, consent, approval, authorization, authorization or waiver or permit of, or filing with or notification to, or registration or qualification with, from any Governmental Authority, except in the case of clause (ii), for the avoidance of doubt, for applicable consents, approvals, authorizations and waivers contemplated by Section 4.05(b) of the Merger Agreement in connection with the divestiture by such Shareholder of its Shares at the Effective TimeStock Purchase Agreement.

No Conflicts; Governmental Approvals. (a) The execution execution, and delivery by such Stockholder of this Agreement by such Shareholder do not, and the performance by such Shareholder Stockholder of its obligations hereunder will not, constitute or result in (i) to in the extent event that such Shareholder Stockholder is not an individualentity, a conflict with with, a breach or violate any provision violation of, or a default under, the certificate of incorporation and the bylaws, the limited liability company agreement, the partnership agreement or comparable organizational documents of such ShareholderStockholder, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by Section 3.04(b) have been obtained, and all filings described therein have been made, conflict with or violate any Law applicable to such Shareholder or by which any property or asset of such Shareholder is bound or affectedwithout notice, (iii) require any consent or other action by any Person under, result in a breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, give to others (immediately or with notice or lapse of time or both) any , a breach or violation of, a termination (or right of termination, amendment, acceleration ) of or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations a default under, or result in the loss of any right benefit under, the creation, modification or benefit acceleration of any obligations under or the creation of any Lien on any of the properties, rights or assets of such Stockholder pursuant to any Contract binding upon such Stockholder or under any applicable Law to which such Shareholder Stockholder is entitled under, subject or (iii) any change in the rights or obligations of any party under any Contract to which legally binding upon such Shareholder is a party or by which such Shareholder, or any property or asset of such Shareholder, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of such ShareholderStockholder, except in the case of each of clauses (ii), ) and (iii) and (iv) directly above, for any such conflictsconflict, violationsbreach, breachesviolation, defaults termination, default, loss, creation, modification, acceleration or other occurrences change that would not, individually or in the aggregate, reasonably be likely expected to have a material adverse effect on prevent or materially delay or impair the ability of such Shareholder Stockholder to perform its obligations hereunder. (ib) The execution and delivery of this Agreement No approval by such Shareholder do not, and (ii) the performance by such Shareholder of its obligations hereunder will not, require any action, consent, approval, authorization, waiver or permit of, or filing with or notification to, or registration or qualification with, any Governmental Authority, except in the case of clause (ii), for the avoidance of doubt, for applicable consents, approvals, authorizations and waivers contemplated Entity is required to be obtained or made by Section 4.05(b) of the Merger Agreement or with respect to such Stockholder in connection with the divestiture execution, delivery and performance of this Agreement, other than compliance by such Shareholder Stockholder with and filings under Sections 13(d) and 16 of its Shares at the Effective TimeExchange Act.

No Conflicts; Governmental Approvals. (ai) The execution and delivery by Vista Outdoor of this Agreement each Transaction Document to which it is a party does not, the execution and delivery by such Shareholder do Vista Outdoor of each Transaction Document to which it is contemplated to be a party will not, and the performance consummation by such Shareholder Vista Outdoor of its obligations hereunder the Transactions and compliance with the terms hereof and thereof will not, (i) to the extent such Shareholder is not an individual, conflict with or violate any provision of the organizational documents of such Shareholder, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by Section 3.04(b) have been obtained, and all filings described therein have been made, conflict with or violate any Law applicable to such Shareholder or by which any property or asset of such Shareholder is bound or affected, (iii) require any consent or other action by any Person under, result in a breach any violation of or constitute a default (or an event that that, with or without notice or lapse of time or both both, would become a default) under, or give rise to others (immediately or with notice or lapse of time or both) any a right of termination, amendmentcancellation or acceleration of any obligation or to loss of a material benefit under, acceleration or cancellation ofto increased, result (immediately additional, accelerated or with notice guaranteed rights or lapse entitlements of time or both) in triggering any payment or other obligations Person under, or result in the loss creation of any right Lien upon any of the properties or benefit to which such Shareholder is entitled assets of Vista Outdoor under, any provision of (A) the certificate or articles of incorporation, bylaws or comparable organizational documents of Vista Outdoor, (B) any Contract to which such Shareholder Vista Outdoor is a party or by which such Shareholderany of its properties or assets is bound, or (C) subject to the filings, Consents and other matters referred to in Section 4.05(b), any property Judgment or asset of such ShareholderLaw applicable to Vista Outdoor or its properties or assets, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of such Shareholderother than, except in the case of clauses (ii), (iiiB) and (ivC) for above, any such conflicts, violations, breaches, defaults or other occurrences that would notitem that, individually or in the aggregate, reasonably be likely would not prevent or materially impair or delay Vista Outdoor’s ability to have a material adverse effect on consummate the ability of such Shareholder to perform its obligations hereunderTransactions. (i) The execution and delivery of this Agreement by such Shareholder do not, and (ii) No Governmental Approval is required to be obtained or made by or with respect to Vista Outdoor in connection with the execution, delivery and performance by such Shareholder Vista Outdoor of its obligations hereunder will notany Transaction Document to which it is a party or the consummation by Vista Outdoor of the Transactions, require any action, consent, approval, authorization, waiver or permit of, or filing other than (A) compliance with or notification to, or registration or qualification with, any Governmental Authority, except in and filings and approvals under the case of clause (ii), for HSR Act and the avoidance of doubt, for applicable consents, approvals, authorizations and waivers contemplated by other Review Laws set forth on Section 4.05(b) of the Merger Agreement in connection Company Disclosure Letter, (B) compliance by Vista Outdoor with the divestiture by rules and regulations of NYSE, (C) compliance with and filings and approvals under any applicable international, federal or state securities or “blue sky” Laws, and (D) such Shareholder other Governmental Approvals, the failure of its Shares at which to be obtained or made, individually or in the Effective Time.aggregate, would not prevent or materially impair or delay Vista Outdoor’s ability to consummate the Transactions. [Signature Page Follows]

No Conflicts; Governmental Approvals. (a) The execution and delivery by Company of this Agreement each Transaction Document to which it is a party does not, the execution and delivery by such Shareholder do Company of each Transaction Document to which it is contemplated to be a party will not, and the performance consummation by such Shareholder Company of its obligations hereunder the Transactions and compliance with the terms hereof and thereof will not, (i) to the extent such Shareholder is not an individual, conflict with or violate any provision of the organizational documents of such Shareholder, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by Section 3.04(b) have been obtained, and all filings described therein have been made, conflict with or violate any Law applicable to such Shareholder or by which any property or asset of such Shareholder is bound or affected, (iii) require any consent or other action by any Person under, result in a breach any violation of or constitute a default (or an event that that, with or without notice or lapse of time or both both, would become a default) under, or give rise to others (immediately or with notice or lapse of time or both) any a right of termination, amendmentcancellation or acceleration of any obligation or to loss of a material benefit under, acceleration or cancellation ofto increased, result (immediately additional, accelerated or with notice guaranteed rights or lapse entitlements of time or both) in triggering any payment or other obligations Person under, or result in the loss creation of any right Lien upon any of the properties or benefit to which such Shareholder is entitled assets of Company under, any provision of (i) the certificate or articles of incorporation, bylaws or comparable organizational documents of Company or any Company Subsidiary, (ii) any Contract to which such Shareholder Company or any Company Subsidiary is a party party, or by which such Shareholderany of their respective properties or assets is bound, relating to the Company Business (including with respect to any Shared Contract (as defined in the Separation Agreement)) or (iii) subject to the filings, Consents and other matters referred to in Section 4.05(b), and assuming the accuracy of the representations and warranties set forth in Section 3.12, any Judgment or Law applicable to Company, any Company Subsidiary or any property of their respective properties or asset of such Shareholderassets or the Company Business, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of such Shareholderother than, except in the case of clauses (ii), ) and (iii) and (iv) for above, any such conflicts, violations, breaches, defaults or other occurrences that would notitem that, individually or in the aggregate, (1) has not been, or would not reasonably be likely expected to have be, material to the Company Business, taken as a material adverse effect on whole or (2) would not prevent or materially impair or delay Company’s ability to consummate the ability of such Shareholder to perform its obligations hereunderTransactions, including the Merger. (b) No Governmental Approval is required to be obtained or made by or with respect to Company in connection with the execution, delivery and performance by Company of any Transaction Document to which it is a party or the consummation by Company of the Transactions, other than (i) The execution compliance with and delivery of this Agreement by such Shareholder do not, filings and (ii) approvals under the performance by such Shareholder of its obligations hereunder will not, require any action, consent, approval, authorization, waiver or permit of, or filing with or notification to, or registration or qualification with, any Governmental Authority, except in HSR Act and the case of clause (ii), for the avoidance of doubt, for applicable consents, approvals, authorizations and waivers contemplated by other Review Laws set forth on Section 4.05(b) of the Company Disclosure Letter, (ii) the filing of the Certificate of Merger Agreement and any other filings or recordings required under the DGCL in connection with the divestiture Merger with the Secretary of State of the State of Delaware, (iii) compliance by Company with the rules and regulations of NYSE, (iv) compliance with and filings and approvals under any applicable international, federal or state securities or “blue sky” Laws, (v) a notice to be delivered pursuant to Section 122.4(a) of the ITAR and (vi) such Shareholder other Governmental Approvals, the failure of its Shares at which to be obtained or made, individually or in the Effective Timeaggregate, (1) has not been, or would not reasonably be expected to be, material to the Company Business, taken as a whole, or (2) would not prevent or materially impair or delay Company’s ability to consummate the Transactions, including the Merger.

No Conflicts; Governmental Approvals. (a) The execution and delivery by each of this Agreement Parent and Merger Sub of each Transaction Document to which it is a party does not, the execution and delivery by such Shareholder do each of Parent and Merger Sub of each Transaction Document to which it is contemplated to be a party will not, and the performance consummation by such Shareholder each of its obligations hereunder Parent and Merger Sub of the Transactions and compliance with the terms hereof and thereof will not, (i) to the extent such Shareholder is not an individualconflict with, conflict with or violate any provision of the organizational documents of such Shareholder, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by Section 3.04(b) have been obtained, and all filings described therein have been made, conflict with or violate any Law applicable to such Shareholder or by which any property or asset of such Shareholder is bound or affected, (iii) require any consent or other action by any Person under, result in a breach any violation of or constitute a default (or an event that that, with or without notice or lapse of time or both both, would become a default) under, or give rise to others (immediately or with notice or lapse of time or both) any a right of termination, amendmentcancelation or acceleration of any obligation or to loss of a material benefit under, acceleration or cancellation ofto increased, result (immediately additional, accelerated or with notice guaranteed rights or lapse entitlements of time or both) in triggering any payment or other obligations Person under, or result in the loss creation of any right Lien upon any of the properties or benefit to which such Shareholder is entitled underassets of Parent or Merger Sub under any provision of (i) the certificate or articles of incorporation, bylaws or comparable organizational documents of Parent or Merger Sub, (ii) any Contract to which such Shareholder Parent or Merger Sub is a party or by which such Shareholder, any of their respective properties or any property or asset of such Shareholder, assets is bound or affected (iii) subject to the filings, Consents and other matters referred to in Section 3.04(b), any Judgment or (iv) result (immediately Law applicable to Parent or with notice Merger Sub or lapse of time their respective properties or both) in the creation of a Lien on any property or asset of such Shareholderassets, except other than, in the case of clauses (ii), ) and (iii) and (iv) for above, any such conflicts, violations, breaches, defaults or other occurrences that would notitem that, individually or in the aggregate, has not had, and would not reasonably be likely expected to have have, a material adverse effect on the ability of such Shareholder to perform its obligations hereunderParent Material Adverse Effect. (b) No Governmental Approval is required to be obtained or made by or with respect to Parent, Merger Sub or any Equity Financing Source in connection with the execution, delivery and performance of any Transaction Document to which it is a party or the consummation of the Transactions, other than (i) The execution compliance with and delivery filings and approvals under the HSR Act and the other Review Laws set forth in Section 3.04(b) of this Agreement by such Shareholder do notthe Parent Disclosure Letter, and (ii) the performance by such Shareholder of its obligations hereunder will not, require any action, consent, approval, authorization, waiver or permit of, or filing with or notification to, or registration or qualification with, any Governmental Authority, except in the case of clause (ii), for the avoidance of doubt, for applicable consents, approvals, authorizations and waivers contemplated by Section 4.05(b) of the Merger Agreement Certificate of Mexxxx xnd any other filings or recordings required under the DGCL in connection with the divestiture by Merger with the Secretary of State of the State of Delaware and (iii) such Shareholder other Governmental Approvals, the failure of its Shares at which to be obtained or made, individually or in the Effective Timeaggregate, has not had, and would not reasonably be expected to have, a Parent Material Adverse Effect.

No Conflicts; Governmental Approvals. (a) The execution and delivery by Purchaser of this Agreement each Transaction Document to which it is a party do not, the execution and delivery by such Shareholder do Purchaser of each Transaction Document to which it is contemplated to be a party will not, and the performance by such Shareholder consummation of its obligations hereunder the Transactions and compliance with the terms hereof and thereof will not, (i) to the extent such Shareholder is not an individualconflict with, conflict with or violate any provision of the organizational documents of such Shareholder, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by Section 3.04(b) have been obtained, and all filings described therein have been made, conflict with or violate any Law applicable to such Shareholder or by which any property or asset of such Shareholder is bound or affected, (iii) require any consent or other action by any Person under, result in a breach any violation of or constitute a default (or an event that that, with or without notice or lapse of time or both both, would become a default) under, or give rise to others (immediately or with notice or lapse of time or both) any a right of termination, amendmentcancellation or acceleration of any obligation or to loss of a material benefit under, acceleration or cancellation ofto increased, result (immediately additional, accelerated or with notice guaranteed rights or lapse entitlements of time or both) in triggering any payment or other obligations Person under, or result in the loss creation of any right Lien upon any of the properties or benefit to which such Shareholder is entitled assets of Purchaser or any of its subsidiaries under, any provision of (i) the certificate or articles of incorporation and the bylaws (or comparable charter or organizational documents) of Purchaser or any of its subsidiaries, (ii) any Contract to which such Shareholder Purchaser or any of its subsidiaries is a party or by which such Shareholder, any of their respective properties or any property or asset of such Shareholder, assets is bound or affected (iii) subject to the filings, consents and other matters referred to in Section 3.03(b), any judgment, order or decree (iv“Judgment”) result or statute, law (immediately including common law), ordinance, rule or with notice regulation (“Law”) applicable to Purchaser or lapse any of time its subsidiaries or both) in the creation of a Lien on any property their respective properties or asset of such Shareholderassets, except other than, in the case of clauses (ii), ) and (iii) and (iv) for above, any such conflicts, violations, breaches, defaults or other occurrences that would notitem that, individually or in the aggregate, has not had and would not reasonably be likely expected to have a material adverse effect on the ability of such Shareholder to perform its obligations hereunderPurchaser Material Adverse Effect. (ib) The execution and delivery of this Agreement by such Shareholder do not, and (ii) the performance by such Shareholder of its obligations hereunder will not, require any action, No consent, approval, authorizationlicense, waiver permit, order or permit authorization (“Governmental Approval”) of, or registration, declaration or filing with or notification towith, or registration or qualification withpermit 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 Authority, except in the case Entity”) is required to be obtained or made by or with respect to Purchaser or any of clause (ii), for the avoidance of doubt, for applicable consents, approvals, authorizations and waivers contemplated by Section 4.05(b) of the Merger Agreement its subsidiaries in connection with the divestiture execution, delivery and performance of any Transaction Document to which it is a party or the consummation of the Transactions, other than (i) compliance with and filings and notifications under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and any other Review Laws (including compliance with and filings and notifications under Mexico’s Federal Economic Competition Law (LFCE)), (ii) those that may be required solely by reason of the participation of Seller or any other member of the Seller Group (as opposed to any third party) in the Acquisition and the other Transactions, (iii) compliance with and filings by Purchaser with the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (iv) such Shareholder of its Shares at other Governmental Approvals, registrations, declarations, filings or permits the Effective Timefailure to obtain or make which, individually or in the aggregate, has not had and would not reasonably be expected to have a Purchaser Material Adverse Effect.

No Conflicts; Governmental Approvals. (a) The execution execution, and delivery by such Stockholder of this Agreement by such Shareholder do not, and the performance by such Shareholder Stockholder of its obligations hereunder will not, constitute or result in (i) to in the extent event that such Shareholder Stockholder is not an individualentity, a conflict with with, a breach or violate any provision violation of, or a default under, the certificate of incorporation and the bylaws, the limited liability company agreement, the partnership or trust agreement or comparable organizational documents of such ShareholderStockholder, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by Section 3.04(b) have been obtained, and all filings described therein have been made, conflict with or violate any Law applicable to such Shareholder or by which any property or asset of such Shareholder is bound or affectedwithout notice, (iii) require any consent or other action by any Person under, result in a breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, give to others (immediately or with notice or lapse of time or both) any , a breach or violation of, a termination (or right of termination, amendment, acceleration ) of or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations a default under, or result in the loss of any right benefit under, the creation, modification or benefit acceleration of any obligations under or the creation of any Lien on any of the properties, rights or assets of such Stockholder pursuant to any Contract binding upon such Stockholder or under any applicable Law to which such Shareholder Stockholder is entitled under, subject or (iii) any change in the rights or obligations of any party under any Contract to which legally binding upon such Shareholder is a party or by which such Shareholder, or any property or asset of such Shareholder, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of such ShareholderStockholder, except in the case of each of clauses (ii), ) and (iii) and (iv) directly above, for any such conflictsconflict, violationsbreach, breachesviolation, defaults termination, default, loss, creation, modification, acceleration or other occurrences change that would not, individually or in the aggregate, reasonably be likely expected to have a material adverse effect on prevent or materially delay or impair the ability of such Shareholder Stockholder to perform its obligations hereunder. (ib) The execution and delivery of this Agreement No approval by such Shareholder do not, and (ii) the performance by such Shareholder of its obligations hereunder will not, require any action, consent, approval, authorization, waiver or permit of, or filing with or notification to, or registration or qualification with, any Governmental Authority, except in the case of clause (ii), for the avoidance of doubt, for applicable consents, approvals, authorizations and waivers contemplated Body is required to be obtained or made by Section 4.05(b) of the Merger Agreement or with respect to such Stockholder in connection with the divestiture execution, delivery and performance of this Agreement, other than compliance by such Shareholder Stockholder with and filings under Sections 13(d) and 16 of its Shares at the Effective TimeExchange Act.

No Conflicts; Governmental Approvals. (a) The Neither the execution and delivery of this Agreement by such Shareholder do notRolling Shareholder, and nor the performance or compliance by such Rolling Shareholder with any of its obligations hereunder the terms or provisions hereof, will not, (i) to the extent such Shareholder is not an individual, conflict with or violate any provision of the organizational documents of such Shareholder, Rolling Shareholder or (ii) assuming that all consents, approvals, authorizations and waivers contemplated by the actions described in Section 3.04(b) have been obtainedcompleted prior to the Effective Time, and all filings described therein have been made, conflict with or (x) violate any Law or Judgment applicable to such Shareholder or by which any property or asset of such Shareholder is bound or affectedRolling Shareholder, (iiiy) require any consent or other action by any Person under, result in a breach of violate or constitute a default under (with or an event that with notice or lapse of time or both would become a default) under, give to others (immediately or with without notice or lapse of time or both) any right of terminationthe terms, amendment, acceleration conditions or cancellation of, result (immediately or with notice or lapse provisions of time or both) in triggering any payment or other obligations under, or result in the loss of any right or benefit to which such Shareholder is entitled under, any Contract to which such Rolling Shareholder is a party or by bound, or give rise to any right to terminate, cancel, amend, modify or accelerate such Rolling Shareholder’s rights or obligations under any such Contract, or give rise to any right of first refusal, preemptive right, tag-along right, transfer right or other similar right of any other party to a Contract to which such Shareholder, Rolling Shareholder is a party or any property or asset of such Shareholder, is bound or affected or (ivz) result (immediately or with notice or lapse of time or both) in the creation of a any Lien on any property properties or asset assets of such ShareholderRolling Shareholder (including the Owned Shares), except except, in the case of clauses clause (ii), (iii) and (iv) for any such conflicts, violations, breaches, defaults or other occurrences that as would not, individually or in the aggregate, not reasonably be likely expected to have a material adverse effect on the ability of such Rolling Shareholder to perform its obligations hereunder. (ib) The No Consent of, or filing, declaration or registration with, any Governmental Authority is necessary for the execution and delivery of this Agreement by such Rolling Shareholder do not, and (ii) or the performance by such Rolling Shareholder of its obligations hereunder will nothereunder, require any action, consent, approval, authorization, waiver or permit of, or filing with or notification to, or registration or qualification with, any Governmental Authority, except other than as set forth in the case of clause (ii), for the avoidance of doubt, for applicable consents, approvals, authorizations and waivers contemplated by Section 4.05(b) 3.04 of the Merger Agreement and filings with the SEC under the Exchange Act and such reports under, and such other compliance with, the Exchange Act as may be required in connection with this Agreement and the divestiture transactions contemplated by such Shareholder of its Shares at the Effective Timethis Agreement.

No Conflicts; Governmental Approvals. (a) The execution and delivery of this Agreement by such Shareholder Xxxxx Entity do not, and the performance by such Shareholder Xxxxx Entity of its obligations hereunder will not, (i) to the extent such Shareholder is not an individual, conflict with or violate any provision of the organizational documents Fundamental Documents of such ShareholderXxxxx Entity, (ii) assuming that all consents, approvals, authorizations the accuracy and waivers contemplated by completeness of the representations and warranties contained in Section 3.04(b) have been obtained, and all filings described therein have been made3.04(a), conflict with or violate any Law Legal Requirements applicable to such Shareholder Xxxxx Entity or by which any property or asset of such Shareholder Xxxxx Entity is bound or affected, (iii) require any consent or other action by any Person under, result in a breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, or result in the loss of any right or benefit to which such Shareholder Xxxxx Entity is entitled under, any Contract to which such Shareholder Xxxxx Entity is a party or by which such ShareholderXxxxx Entity, or any property or asset of such ShareholderXxxxx Entity, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of such ShareholderXxxxx Entity, except in the case of clauses (ii), (iii) and (iv) for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, reasonably be likely to have a material adverse effect on prohibit or materially impair the ability of such Shareholder Xxxxx Entity to perform its obligations hereunder. (ib) The execution and delivery of this Agreement by such Shareholder Xxxxx Entity do not, and (ii) the performance by such Shareholder Xxxxx Entity of its obligations hereunder will not, require any action, consent, approval, authorization, waiver or permit of, or filing with or notification to, or registration or qualification with, any Governmental AuthorityEntity, except in other than the case filing of clause (ii), for the avoidance of doubt, for applicable consents, approvals, authorizations and waivers contemplated by Section 4.05(b) of the Merger Agreement in connection reports with the divestiture by such Shareholder of its Shares at the Effective Time.SEC on Schedule 13D.

No Conflicts; Governmental Approvals. (a) The execution execution, delivery and performance by the Borrower and each Guarantor of each of the Transaction Documents to which it is a party, the issuance, authentication, sale and delivery of this Agreement the Securities and compliance by such Shareholder do not, the Borrower with the terms thereof and the performance consummation of the transactions contemplated by such Shareholder of its obligations hereunder the Transaction Documents will not, (i) to the extent such Shareholder is not an individual, conflict with or violate any provision of the organizational documents of such Shareholder, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by Section 3.04(b) have been obtained, and all filings described therein have been made, conflict with or violate any Law applicable to such Shareholder or by which any property or asset of such Shareholder is bound or affected, (iii) require any consent or other action by any Person under, result in a breach or violation of any of the terms or provisions of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, or (except for the Collateral Documents) result in the loss creation or imposition of any right lien, charge or benefit encumbrance upon any property or assets of the Borrower or any Guarantor pursuant to, any material indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which such Shareholder is entitled under, the Borrower or any Contract to which such Shareholder Guarantor is a party or by which such Shareholder, the Borrower or any property or asset of such Shareholder, Guarantor is bound or affected or (iv) result (immediately or with notice or lapse to which any of time or both) in the creation of a Lien on any property or asset assets of such Shareholderthe Borrower or any Guarantor is subject, except in the case of clauses (ii), (iii) and (iv) for any such conflicts, breaches, violations, breachesdefaults, defaults liens charges or other occurrences that would not, individually or in the aggregate, encumbrances as WORKING CAPITAL AGREEMENT ------------------------- 44 -40- could not reasonably be likely expected to have a material adverse effect on Material Adverse Effect, nor will such actions result in any violation of the ability provisions of the charter or by-laws of the Borrower or any Guarantor or any statute or any judgment, order, decree, rule or regulation of any court or arbitrator or governmental agency or body having jurisdiction over the Borrower or any Guarantor or any of their properties or assets, except such Shareholder violation as could not reasonably be expected to perform its obligations hereunderhave a Material Adverse Effect and except for blue sky laws and federal securities laws. (ib) The execution and delivery of this Agreement by such Shareholder do not, and (ii) the performance by such Shareholder of its obligations hereunder will not, require any action, No consent, approval, authorization, waiver authorization or permit order of, or filing with or notification to, or registration or qualification with, any Governmental Authoritysuch court or arbitrator or governmental agency or body under any such statute, judgment, order, decree, rule or regulation is required for the execution, delivery and performance by the Borrower or any Guarantor of each of the Transaction Documents and compliance by the Borrower and each Guarantor with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except in the case of clause (ii), for the avoidance of doubt, for applicable such consents, approvals, authorizations, filings, registrations or qualifications which shall have been obtained or made prior to the Effective Date. (c) The Borrower, NRG Power Marketing and each Guarantor possess all material licenses, certificates, authorizations and waivers contemplated by Section 4.05(b) of permits issued by, and have made all filings with, the Merger Agreement in connection with appropriate federal, state or foreign regulatory agencies or bodies which are necessary for the divestiture by such Shareholder execution, delivery and performance of its Shares at respective obligations under this Agreement and other Financing Documents, except where the Effective Timefailure to possess or make the same could not reasonably be expected to have a Material Adverse Effect, and neither the Borrower nor any Guarantor has received notification of any revocation or modification of any such license, certificate, authorization or permit or has any reason to believe that any such license, certificate, authorization or permit will not be renewed in the ordinary course, except where such revocation, modification or non-renewal could not reasonably be expected to have a Material Adverse Effect.

No Conflicts; Governmental Approvals. (a) The execution and delivery by each Transferred Entity of this Agreement each Transaction Document to which it is a party do not, the execution and delivery by such Shareholder do each Transferred Entity of each Transaction Document to which it is contemplated to be a party will not, and the performance by such Shareholder consummation of its obligations hereunder the Transactions and compliance with the terms hereof and thereof will not, (i) to the extent such Shareholder is not an individualconflict with, conflict with or violate any provision of the organizational documents of such Shareholder, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by Section 3.04(b) have been obtained, and all filings described therein have been made, conflict with or violate any Law applicable to such Shareholder or by which any property or asset of such Shareholder is bound or affected, (iii) require any consent or other action by any Person under, result in a breach any violation of or constitute a default (or an event that that, with or without notice or lapse of time or both both, would become a default) under, or give rise to others (immediately or with notice or lapse of time or both) any a right of termination, amendmentcancelation or acceleration of any obligation or to loss of a benefit under, acceleration or cancellation ofto increased, result (immediately additional, accelerated or with notice guaranteed rights or lapse entitlements of time or both) in triggering any payment or other obligations Person under, or result in the loss creation of any right or benefit to which such Shareholder is entitled Lien upon any of the NA Assets under, any provision of (i) the Organizational Documents of any Transferred Group Member, (ii) any Contract to which such Shareholder any Transferred Group Member is a party or by which such Shareholder, any of their respective properties or any property or asset of such Shareholder, assets (including the NA Assets) is bound or affected (iii) subject to the Governmental Filings, Governmental Approvals, Consents and other matters referred to in Section 6.05(b), any Judgment or Law applicable to any Transferred Group Member or their respective properties or assets (iv) result (immediately or with notice or lapse of time or both) in including the creation of a Lien on any property or asset of such ShareholderNA Assets), except other than, in the case of clauses (ii), ) and (iii) and (iv) for above, any such conflicts, violations, breaches, defaults or other occurrences that would notitem that, individually or in the aggregate, (A) has not been and would not reasonably be likely expected to have be material to the North American Business or the Transferred Group Members, taken as a material adverse effect on whole, or (B) would not reasonably be expected to prevent or materially delay the ability of such Shareholder the Transferred Group Members to perform its their respective obligations hereunderunder the Transaction Documents or consummate the Transactions. (b) No Governmental Approval is required to be obtained and no Governmental Filings are required to be made, in each case, by any Transferred Group Member in connection with the execution, delivery and performance of any Transaction Document to which it is a party or the consummation of the Transactions, other than (i) The execution compliance with and delivery of this Agreement by such Shareholder do notGovernmental Filings and Governmental Approvals under the HSR Act, the Competition Act and any other Review Laws, including Competition Act Approval, (ii) the performance by such Shareholder of its obligations hereunder will not, require any action, consent, approval, authorization, waiver or permit of, or filing with or notification to, or registration or qualification with, any Governmental Authority, except Filings and Governmental Approvals set forth in the case of clause (ii), for the avoidance of doubt, for applicable consents, approvals, authorizations and waivers contemplated by Section 4.05(b6.05(b) of the Merger Agreement Disclosure Letter and (iii) such other Governmental Filings and Governmental Approvals, the failure of which to be obtained or made, individually or in connection with the divestiture by such Shareholder aggregate, would not reasonably be expected to (A) be material to the North American Business or the Transferred Group Members, taken as a whole, or (B) prevent or materially delay the ability of its Shares at the Effective TimeTransferred Group Members to perform their respective obligations under the Transaction Documents or consummate the Transactions.

No Conflicts; Governmental Approvals. (a) The execution execution, delivery and delivery performance of this Agreement by such Shareholder do not, Parent and Merger Sub and the performance by such Shareholder consummation of its obligations hereunder the Merger and the other transactions contemplated hereby do not and will not, not (i) to the extent such Shareholder is not an individualbreach, violate or conflict with the certificate of incorporation, bylaws or violate any provision of the organizational other governing documents of such ShareholderParent, the certificate of incorporation or bylaws of Merger Sub or the comparable governing instruments of any of their respective Subsidiaries, (ii) assuming that all consents, approvals, approvals and authorizations and waivers contemplated by Section 3.04(b5.3(b) below have been obtained, and all filings described therein in Section 5.3(b) have been made, conflict with with, breach or violate any Law applicable to such Shareholder Parent or Merger Sub or by which either of them or any property or asset of such Shareholder is their respective properties are bound or affected, (iii) require any consent or other action by any Person under, result in a any breach or violation of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under), give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, require a consent or result in the loss of a benefit under, or give rise to any right of termination, cancellation, amendment or benefit acceleration of, or result in the creation of a Lien (except a Permitted Lien) on any of the material assets of Parent or Merger Sub pursuant to, any Contracts to which such Shareholder is entitled underParent or Merger Sub, or any Contract to which such Shareholder Affiliate thereof, is a party or by which such Shareholder, Parent or Merger Sub or any property of their Affiliates or asset its or their respective properties are bound (including any Contract to which an Affiliate of such ShareholderParent or Merger Sub is a party), is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of such Shareholderexcept, except in the case of clauses (ii), (iii) and (iv) iii), for any such conflictsconflict, violationsviolation, breachesbreach, defaults default, loss, right or other occurrences that occurrence which would notnot reasonably be expected to have, individually or in the aggregate, reasonably be likely to have a material adverse effect on the ability of such Shareholder to perform its obligations hereunderParent Material Adverse Effect. (ib) The execution execution, delivery and delivery performance of this Agreement by such Shareholder each of Parent and Merger Sub and the consummation of the Merger and the other transactions contemplated hereby by each of Parent and Merger Sub do notnot and will not require any consent, approval, authorization or permit of, action by, filing with or notification to, any Governmental Authority, except for (i) compliance with the applicable requirements, if any, of the Exchange Act and the rules and regulations promulgated thereunder and state securities, takeover and “blue sky” laws, (ii) the performance filing of a premerger notification and report form by Parent and Merger Sub under the HSR Act and similar requirements in non-U.S. countries under applicable Antitrust Laws, (iii) the filing of a joint voluntary notification to CFIUS pursuant to the DPA by Parent, Merger Sub and the Company, (iv) compliance with the applicable requirements of NASDAQ, (v) the signing and filing with the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCL and (vi) any such Shareholder of its obligations hereunder will not, require any action, consent, approval, authorization, waiver or permit ofpermit, or action, filing with or notification tothe failure of which to make or obtain would not reasonably be expected to have, individually or registration or qualification with, any Governmental Authority, except in the case of clause (ii)aggregate, for the avoidance of doubt, for applicable consents, approvals, authorizations and waivers contemplated by Section 4.05(b) of the Merger Agreement in connection with the divestiture by such Shareholder of its Shares at the Effective Timea Parent Material Adverse Effect.

No Conflicts; Governmental Approvals. (a) The Except as set forth in Section 4.03(a) of the Seller Disclosure Letter, the execution and delivery by Seller of this Agreement each Transaction Document to which it is a party do not, the execution and delivery by such Shareholder do Seller of each Transaction Document to which it is contemplated to be a party will not, and the performance by such Shareholder consummation of its obligations hereunder the Transactions and compliance with the terms hereof and thereof will not, (i) to the extent such Shareholder is not an individualconflict with, conflict with or violate any provision of the organizational documents of such Shareholder, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by Section 3.04(b) have been obtained, and all filings described therein have been made, conflict with or violate any Law applicable to such Shareholder or by which any property or asset of such Shareholder is bound or affected, (iii) require any consent or other action by any Person under, result in a breach any violation of or constitute a default (or an event that that, with or without notice or lapse of time or both both, would become a default) under, or give rise to others (immediately or with notice or lapse of time or both) any a right of termination, amendmentcancellation or acceleration of any obligation or to a loss of a material benefit under, acceleration or cancellation ofto increased, result (immediately additional, accelerated or with notice guaranteed rights or lapse entitlements of time or both) in triggering any payment or other obligations Person under, or result in the loss creation of any right Lien upon any of the Transferred Equity Interests or benefit to which such Shareholder is entitled upon any of the Business Assets, Assumed Liabilities or the Business under, any provision of (i) the articles of incorporation or the bylaws (or comparable charter or organizational documents) of Seller, any other member of the Seller Group or any Transferred Entity, (ii) any material Transferred Contract or any other material Contract to which such Shareholder Seller or any other member of the Seller Group is a party or by which such Shareholderany of their respective properties or assets is bound, or (iii) subject to the filings, consents and other matters referred to in Section 4.03(b), any property material Judgment or asset Law applicable to Seller or any other member of such Shareholderthe Seller Group, the Business, the Transferred Equity Interests or the Business Assets. (b) No Governmental Approval of, or registration, declaration or filing with, or permit from, any Governmental Entity is bound required to be obtained or affected or (iv) result (immediately made by or with notice respect to Seller or lapse any other member of time the Seller Group in connection with the execution, delivery and performance of any Transaction Document to which Seller is a party or boththe consummation of the Transactions, other than (i) in the creation of a Lien on any property authorizations, consents or asset of such Shareholderexemptions, except in as the case may be, from the STB and any other applicable Governmental Entity in order for Purchaser to acquire the stock of clauses TSE and acquire and operate the Rail Facilities and other assets of TSE, and exercise rights under the other agreements contemplated by this Agreement, as applicable, (ii)) compliance with and filings and notifications under the HSR Act and any other Review Laws, (iii) those that may be required solely by reason of the participation of Purchaser or any subsidiary of Purchaser (as opposed to any third party) in the Acquisition and the other Transactions, (iv) for any such conflictscompliance with and filings by Seller with the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, violations, breaches, defaults or other occurrences that would not, individually or in as amended (the aggregate, reasonably be likely to have a material adverse effect on the ability of such Shareholder to perform its obligations hereunder. (i) The execution and delivery of this Agreement by such Shareholder do not, and (ii) the performance by such Shareholder of its obligations hereunder will not, require any action, consent, approval, authorization, waiver or permit of, or filing with or notification to, or registration or qualification with, any Governmental Authority, except in the case of clause (ii“Exchange Act”), for the avoidance of doubt(v) those Governmental Approvals, for applicable consentsregistrations, approvals, authorizations filings and waivers contemplated by Section 4.05(b) of the Merger Agreement permits required in connection with the divestiture by assignment of the Assumed Bonds Obligations, and (vi) such Shareholder other Governmental Approvals, registrations, declarations, filings or permits (A) set forth in Section 4.03(b) of its Shares at the Effective TimeSeller Disclosure Letter or (B) the failure to obtain or make which would not reasonably be expected to interfere with Seller’s ability to consummate the Transactions or materially affect the operations of the Business.

No Conflicts; Governmental Approvals. (a) The execution execution, delivery and delivery performance of this Agreement the Transaction Documents by such Shareholder do not, the Company and the performance consummation by such Shareholder the Company of its obligations hereunder the transactions contemplated hereby and thereby do not and will not, not (i) to the extent such Shareholder is not an individual, conflict with or violate any provision of the organizational documents Company’s certificate of such Shareholderincorporation or bylaws as currently in effect, (ii) assuming that all consentsconflict with, approvals, authorizations and waivers contemplated by Section 3.04(b) have been obtained, and all filings described therein have been made, conflict with or violate any Law applicable to such Shareholder or by which any property or asset of such Shareholder is bound or affected, (iii) require any consent or other action by any Person under, result in a breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) underwhich, give to others (immediately or with notice or lapse of time or both, would become a default) under, or give to others any right rights of termination, amendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations underMaterial Contract, or (iii) result in the loss a violation of any right federal, state, local or benefit foreign statute, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to which such Shareholder is entitled under, any Contract to which such Shareholder is a party the Company or by which such Shareholder, or any property or asset of such Shareholder, the Company is bound or affected affected. The Company is not required under federal, state, foreign or (iv) result (immediately local law, rule or with notice regulation to obtain any consent, authorization or lapse of time order of, or both) make any filing or registration with, any court or governmental agency in the creation of a Lien on order for it to execute, deliver or perform any property or asset of such Shareholder, except in the case of clauses (ii), (iii) and (iv) for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, reasonably be likely to have a material adverse effect on the ability of such Shareholder to perform its obligations hereunder. (i) The execution and delivery of this Agreement by such Shareholder do not, and (ii) the performance by such Shareholder of its obligations hereunder will notunder this Agreement or issue and sell the Shares to be issued by the Company in accordance with the terms hereof, require any action, consent, approval, authorization, waiver or permit ofother than filings that have been made, or filing with or notification towill be made, or registration consents that have been obtained, or qualification withwill be obtained, any Governmental Authoritypursuant to (A) the rules and regulations of Nasdaq, except in the case including a Nasdaq Listing of clause Additional Shares notification form, (ii), for the avoidance of doubt, for B) applicable consents, approvals, authorizations state securities laws and waivers contemplated by Section 4.05(bpost-sale filings pursuant to applicable state and federal securities laws and regulations and (C) filing a preliminary and definitive version of the Merger Information Statement as required by the Exchange Act and regulations thereunder, in each case, which the Company undertakes to file or obtain within the applicable time periods and the filings required to be made pursuant to this Agreement in connection with (provided it is understood that this sentence speaks only as to the divestiture by such Shareholder issuance of its the Shares at and does not speak as to the Effective TimeRights Offering).

No Conflicts; Governmental Approvals. (a) The execution and delivery by Domtar of this Agreement each Transaction Document to which it is a party do not, the execution and delivery by such Shareholder do Domtar of each Transaction Document to which it is contemplated to be a party will not, and the performance by such Shareholder consummation of its obligations hereunder the Transactions and compliance with the terms hereof and thereof will not, (i) to the extent such Shareholder is not an individualconflict with, conflict with or violate any provision of the organizational documents of such Shareholder, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by Section 3.04(b) have been obtained, and all filings described therein have been made, conflict with or violate any Law applicable to such Shareholder or by which any property or asset of such Shareholder is bound or affected, (iii) require any consent or other action by any Person under, result in a breach any violation of or constitute a default (or an event that that, with or without notice or lapse of time or both both, would become a default) under, or give rise to others (immediately or with notice or lapse of time or both) any a right of termination, amendmentcancelation or acceleration of any obligation or to loss of a material benefit under, acceleration or cancellation ofto increased, result (immediately additional, accelerated or with notice guaranteed rights or lapse entitlements of time or both) in triggering any payment or other obligations person under, or result in the loss creation of any right Lien upon any issued and outstanding share of capital stock of Domtar or benefit to which such Shareholder is entitled any of the properties or assets of Domtar under, any provision of (i) the certificate or articles of incorporation and the by-laws or comparable charter or organizational documents of Domtar or any Domtar Subsidiary, (ii) any Contract to which such Shareholder Domtar or any Domtar Subsidiary is a party or by which such Shareholderany of their respective properties or assets is bound (including the Domtar Indentures and the Domtar Credit Facility), or (iii) subject to the filings, consents and other matters referred to in Section 3.05(b), any property judgment, order or asset of such Shareholderdecree (“Judgment”) or statute, is bound law (including common law), ordinance, rule or affected regulation (“Law”) applicable to Domtar or (iv) result (immediately any Domtar Subsidiary or with notice their respective properties or lapse of time or both) in the creation of a Lien on any property or asset of such Shareholderassets, except other than, in the case of clauses (ii), ) and (iii) and (iv) for above, any such conflicts, violations, breaches, defaults or other occurrences that would notitems that, individually or in the aggregate, have not had and would not reasonably be likely expected to have a material adverse effect on the ability of such Shareholder to perform its obligations hereunderDomtar Material Adverse Effect. (b) No consent, approval, license, permit, order or authorization (“Governmental Approval”) of, or registration, declaration or filing with, or permit from, any federal, provincial, 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”) (including a certificate under Section 116 of the ITA) is required to be obtained or made by or with respect to Domtar or any Domtar Subsidiary in connection with the execution, delivery and performance of any Transaction Document to which it is a party or the consummation of the Transactions, other than (i) The execution compliance with and delivery filings under the Competition Act (Canada) (the “Competition Act”), the Investment Canada Act and the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of this Agreement by such Shareholder do not1976, and as amended (the “HSR Act”), (ii) the performance filings by Domtar with Canadian Securities Administrators (the “CSAs”) under applicable Canadian Securities Legislation, (iii) the filing of the Articles of Arrangement with the Director under the CBCA and any filings required by the Final Order, and (iv) such Shareholder of its obligations hereunder will notother Governmental Approvals, require any actionregistrations, consentdeclarations, approvalfilings or permits that, authorization, waiver individually or permit of, or filing with or notification to, or registration or qualification with, any Governmental Authority, except in the case of clause (ii)aggregate, for the avoidance of doubt, for applicable consents, approvals, authorizations have not had and waivers contemplated by Section 4.05(b) of the Merger Agreement in connection with the divestiture by such Shareholder of its Shares at the Effective Timewould not reasonably be expected to have a Domtar Material Adverse Effect.

No Conflicts; Governmental Approvals. (a) The execution and delivery of this Agreement by such Shareholder each Stockholder do not, and the performance by such Shareholder each Stockholder of its obligations hereunder will not, (i) to the extent such Shareholder Stockholder is not an individual, conflict with or violate any provision of the organizational documents Fundamental Documents of such ShareholderStockholder, (ii) assuming that all consents, approvals, authorizations the accuracy and waivers contemplated by completeness of the representations and warranties contained in Section 3.04(b) have been obtained, and all filings described therein have been made4.03(a), conflict with or violate any Law Legal Requirements applicable to such Shareholder Stockholder or by which any property or asset of such Shareholder Stockholder is bound or affected, (iii) require any consent or other action by any Person under, result in a breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, or result in the loss of any right or benefit to which such Shareholder Stockholder is entitled under, any Contract to which such Shareholder Stockholder is a party or by which such ShareholderStockholder, or any property or asset of such ShareholderStockholder, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a an Lien on any property or asset of such ShareholderStockholder, except in the case of clauses (ii), (iii) and (iv) for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, reasonably be likely to have a material adverse effect on prohibit or materially impair the ability of such Shareholder Stockholder to perform its obligations hereunder. (ib) The execution and delivery of this Agreement by such Shareholder each Stockholder do not, and (ii) the performance by such Shareholder each Stockholder of its obligations hereunder will not, require any action, consent, approval, authorization, waiver or permit of, or filing with or notification to, or registration or qualification with, any Governmental AuthorityEntity, except in other than the case filing of clause (ii), for the avoidance of doubt, for applicable consents, approvals, authorizations and waivers contemplated by Section 4.05(b) of the Merger Agreement in connection reports with the divestiture by such Shareholder of its Shares at the Effective Time.SEC on Schedule 13D.

No Conflicts; Governmental Approvals. (a) The execution and delivery by each of this Agreement Company and Outdoor Products of each Transaction Document to which it is a party does not, the execution and delivery by such Shareholder do each of Company and Outdoor Products of each Transaction Document to which it is contemplated to be a party will not, and the performance consummation by such Shareholder each of its obligations hereunder Company and Outdoor Products of the Transactions to which it is a party (and, in the case of the Separation, the consummation by their respective Subsidiaries that are parties to the Separation) and compliance with the terms hereof and thereof will not, (i) to the extent such Shareholder is not an individualconflict with, conflict with or violate any provision of the organizational documents of such Shareholder, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by Section 3.04(b) have been obtained, and all filings described therein have been made, conflict with or violate any Law applicable to such Shareholder or by which any property or asset of such Shareholder is bound or affected, (iii) require any consent or other action by any Person under, result in a breach any violation of or constitute a default (or an event that that, with or without notice or lapse of time or both both, would become a default) under, or give rise to others (immediately or with notice or lapse of time or both) any a right of termination, amendmentcancelation or acceleration of any obligation or to loss of a material benefit under, acceleration or cancellation ofto increased, result (immediately additional, accelerated or with notice guaranteed rights or lapse entitlements of time or both) in triggering any payment or other obligations Person under, or result in the loss creation of any right or benefit to which such Shareholder is entitled Lien upon any Company Assets under, any provision of (i) the certificate or articles of incorporation, bylaws or comparable organizational documents of Company or any Company Subsidiary, (ii) any Contract to which such Shareholder Company or any Company Subsidiary is a party party, or by which such Shareholderany of their respective properties or assets or the Company Business is bound, relating to the Company Business or (iii) subject to the filings, Consents and other matters referred to in Section 4.05(b), any Judgment or Law applicable to Company or any property Company Subsidiary or asset of such Shareholdertheir respective properties or assets or the Company Business, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of such Shareholderother than, except in the case of clauses (ii), ) and (iii) and (iv) for above, any such conflicts, violations, breaches, defaults or other occurrences that would notitem that, individually or in the aggregate, has not been, or would not reasonably be likely expected to have be, material to the Company Business, taken as a material adverse effect on the ability of such Shareholder to perform its obligations hereunderwhole. (b) No Governmental Approval is required to be obtained or made by or with respect to Company or any of its Subsidiaries in connection with the execution, delivery and performance of any Transaction Document to which it is a party or the consummation of the Transactions, other than (i) The execution compliance with and delivery of this Agreement by such Shareholder do not, filings and (ii) approvals under the performance by such Shareholder of its obligations hereunder will not, require any action, consent, approval, authorization, waiver or permit of, or filing with or notification to, or registration or qualification with, any Governmental Authority, except HSR Act and the other Review Laws set forth in the case of clause (ii), for the avoidance of doubt, for applicable consents, approvals, authorizations and waivers contemplated by Section 4.05(b) of the Merger Agreement Company Disclosure Letter, (ii) the filing with the SEC of the Proxy Statement in definitive form, the filing with the SEC, and declaration of effectiveness under the Securities Act, of the Form S-4, and compliance with and such other filings under the Securities Act and the Exchange Act as may be required in connection with the divestiture Transactions, (iii) the filing of the Certificate of Merger and any other filings or recordings required under the DGCL in connection with the Merger with the Secretary of State of the State of Delaware, (iv) compliance by Company and Outdoor Products with the rules and regulations of the NYSE, (v) compliance with and filings and approvals under any applicable international, federal or state securities or “blue sky” Laws, (vi) CFIUS Approval, (vii) notices to be delivered pursuant to Sections 122.4(a) and 122.4(b) of the ITAR and (viii) such Shareholder other Governmental Approvals, the failure of its Shares at which to be obtained or made, individually or in the Effective Timeaggregate, has not been, or would not reasonably be expected to be, material to the Company Business, taken as a whole.

No Conflicts; Governmental Approvals. (a) The execution execution, delivery and delivery performance of this Agreement by such Shareholder Parent and Merger Sub do not, and the performance by such Shareholder consummation of its obligations hereunder the Merger and the other transactions contemplated hereby, will not, not (i) to the extent such Shareholder is not an individualbreach, violate or conflict with the articles of incorporation, bylaws or violate any provision of the organizational other governing documents of such ShareholderParent, the articles of incorporation or bylaws of Merger Sub or the comparable governing instruments of any of their respective Subsidiaries, (ii) assuming that all consents, approvals, approvals and authorizations and waivers contemplated by Section 3.04(bsubsection (b) below have been obtained, and all filings described therein in such clauses have been made, conflict with with, breach or violate any Law applicable to such Shareholder Parent or Merger Sub or by which either of them or any property or asset of such Shareholder is their respective properties are bound or affected, (iii) require any consent or other action by any Person under, result in a any breach or violation of or constitute a default (or an event that which with notice or lapse of time or both would become a breach, violation or default) under), give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, require a consent or result in the loss of a benefit under, or give rise to any right of termination, cancellation, amendment or benefit acceleration of, or result in the creation of a Lien (except a Permitted Lien) on any of the assets of Parent or Merger Sub pursuant to, any Contracts to which such Shareholder is entitled underParent or Merger Sub, or any Contract to which such Shareholder Affiliate thereof, is a party or by which such Shareholder, Parent or Merger Sub or any property of their Affiliates or asset its or their respective properties are bound (including any Contract to which an Affiliate of such ShareholderParent or Merger Sub is a party), is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of such Shareholderexcept, except in the case of clauses (ii), (iii) and (iv) iii), for any such conflictsconflict, violationsviolation, breachesbreach, defaults default, loss, right or other occurrences that occurrence which would notnot reasonably be expected to have, individually or in the aggregate, reasonably be likely to have a material adverse effect on the ability of such Shareholder to perform its obligations hereunderParent Material Adverse Effect. (ib) The execution execution, delivery and delivery performance of this Agreement by such Shareholder each of Parent and Merger Sub and the consummation of the Merger and the other transactions contemplated hereby by each of Parent and Merger Sub do notnot and will not require any consent, approval, authorization or permit of, action by, filing with or notification to, any Governmental Authority, except for (i) the applicable requirements, if any, of the Exchange Act and the rules and regulations promulgated thereunder and state securities, takeover and “blue sky” laws, (ii) the performance filing of a premerger notification and report form by Parent and Merger Sub under the HSR Act, (iii) compliance with the applicable requirements of the New York Stock Exchange, (iv) the signing and filing with the Nevada Secretary of State of the Articles of Merger as required by the NRS, and (v) any such Shareholder of its obligations hereunder will not, require any action, consent, approval, authorization, waiver or permit ofpermit, or action, filing with or notification tothe failure of which to make or obtain would not reasonably be expected to have, individually or registration or qualification with, any Governmental Authority, except in the case of clause (ii)aggregate, for the avoidance of doubt, for applicable consents, approvals, authorizations and waivers contemplated by Section 4.05(b) of the Merger Agreement in connection with the divestiture by such Shareholder of its Shares at the Effective Timea Parent Material Adverse Effect.

No Conflicts; Governmental Approvals. (a) The execution execution, delivery and delivery performance of this Agreement by such Shareholder do not, the Company and the performance by such Shareholder consummation of its obligations hereunder the Merger and the other transactions contemplated hereby do not and will not, not (i) to the extent such Shareholder is not an individual, conflict with breach or violate any provision the Memorandum and Articles of Association, or other organizational documents or shareholders agreements of the organizational documents Company or any of such Shareholderits Subsidiaries, (ii) assuming that all consents, approvals, approvals and authorizations and waivers contemplated by Section 3.04(b4.3(b) have been obtained, and all filings described therein in such clause have been mademade and the Company Requisite Vote has been obtained, conflict with with, breach or violate any Law Law, rule, regulation, order, judgment or decree applicable to such Shareholder the Company or any of its Subsidiaries or by which its or any property of their respective properties or asset of such Shareholder is assets are bound or affected, (iii) require any consent or other action by any Person under, result in a any breach or violation of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under), give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, require a consent or result in the loss of a benefit under, or give rise to any right of termination, cancellation, amendment or benefit to which such Shareholder is entitled under, any Contract to which such Shareholder is a party or by which such Shareholderacceleration of, or any property or asset of such Shareholder, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien (except a Permitted Lien) on any property or asset of such Shareholderthe Company or its Subsidiaries pursuant to, except any Contract or obligation to which the Company or its Subsidiaries are a party or by which any of their respective properties or assets are bound, except, in the case of the foregoing clauses (ii), (iii) and (iv) iii), for any such conflictsconflict, violationsviolation, breachesbreach, defaults default, loss, right or other occurrences that occurrence which would notnot reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect or which would not reasonably be likely expected to have a material adverse effect on prevent or materially delay the ability consummation of such Shareholder to perform its obligations hereunderthe transactions contemplated by this Agreement. (ib) The execution execution, delivery and delivery performance of this Agreement by such Shareholder the Company and the consummation of the Merger and the other transactions contemplated hereby by the Company do notnot and will not require any consent, approval, authorization or permit of, action by, filing with or notification to, any Governmental Authority, except for (i) compliance with the applicable requirements of the Exchange Act and state securities, takeover and “blue sky” laws, (ii) compliance with the performance applicable requirements of the New York Stock Exchange, (iii) the filing of the Plan of Merger and related documentation with the Registrar of Companies of the Cayman Islands and publication of notice of the Merger in the Cayman Islands Government Gazette pursuant to the CICL, (iv) the approval of the Merger by the Brazilian antitrust authorities and (v) any such Shareholder of its obligations hereunder will not, require any action, consent, approval, authorization, waiver or permit ofpermit, or action, filing with or notification tothe failure of which to make or obtain would not reasonably be expected to (A) prevent or materially delay the consummation of the transactions contemplated by this Agreement by the Company or (B) have, individually or registration or qualification with, any Governmental Authority, except in the case of clause (ii)aggregate, for the avoidance of doubt, for applicable consents, approvals, authorizations and waivers contemplated by Section 4.05(b) of the Merger Agreement in connection with the divestiture by such Shareholder of its Shares at the Effective Timea Material Adverse Effect.

No Conflicts; Governmental Approvals. (a) The execution execution, delivery and delivery performance of this Agreement by such Shareholder Parent and Merger Sub do not, and the performance by such Shareholder consummation of its obligations hereunder the Merger and the other transactions contemplated hereby, will not, not (i) to the extent such Shareholder is not an individualbreach, violate or conflict with the articles of incorporation, bylaws or violate any provision of the organizational other governing documents of such ShareholderParent, the memorandum and articles of association of Merger Sub or the comparable governing instruments of any of their respective Subsidiaries, (ii) assuming that all consents, approvals, approvals and authorizations and waivers contemplated by Section 3.04(bsubsection (b) below have been obtained, and all filings described therein in such clauses have been made, conflict with with, breach or violate any Law applicable to such Shareholder Parent or Merger Sub or any Affiliate thereof or by which any property of them or asset any of such Shareholder is their respective properties are bound or affected, (iii) require any consent or other action by any Person under, result in a any breach or violation of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under), give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, require a consent or result in the loss of a benefit under, or give rise to any right of termination, cancellation, amendment or benefit acceleration of, or result in the creation of a Lien (except a Permitted Lien) on any of the material assets of Parent or Merger Sub pursuant to, any Contracts to which such Shareholder is entitled underParent or Merger Sub, any Contract to which such Shareholder is a party or by which such ShareholderParent or Merger Sub or its or their respective properties are bound, or any property or asset of such Shareholderexcept, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of such Shareholder, except in the case of clauses (ii), (iii) and (iv) iii), for any such conflictsconflict, violationsviolation, breachesbreach, defaults default, loss, right or other occurrences that occurrence which would notnot reasonably be expected to have, individually or in the aggregate, reasonably be likely to have a material adverse effect on the ability of such Shareholder to perform its obligations hereunderParent Material Adverse Effect. (ib) The execution execution, delivery and delivery performance of this Agreement by such Shareholder each of Parent and Merger Sub and the consummation of the Merger and the other transactions contemplated hereby by each of Parent and Merger Sub do notnot and will not require any consent, approval, authorization or permit of, action by, filing with or notification to, any Governmental Authority, except for (i) the applicable requirements, if any, of the Exchange Act and the rules and regulations promulgated thereunder and state securities, takeover and “blue sky” laws, (ii) compliance with the applicable requirements of the New York Stock Exchange, (iii) the filing of the Plan of Merger and related documentation with the Registrar of Companies of the Cayman Islands and publication of notice of the Merger in the Cayman Islands Government Gazette pursuant to the CICL, and (iiiv) the performance by any such Shareholder of its obligations hereunder will not, require any action, consent, approval, authorization, waiver or permit ofpermit, or action, filing with or notification tothe failure of which to make or obtain would not reasonably be expected to have, individually or registration or qualification with, any Governmental Authority, except in the case of clause (ii)aggregate, for the avoidance of doubt, for applicable consents, approvals, authorizations and waivers contemplated by Section 4.05(b) of the Merger Agreement in connection with the divestiture by such Shareholder of its Shares at the Effective Timea Parent Material Adverse Effect.

No Conflicts; Governmental Approvals. (a) The execution Except as set forth on Section 4.3(a) of the Company Disclosure Schedule, the execution, delivery and delivery performance of this Agreement by such Shareholder do not, the Company and the performance by such Shareholder consummation of its obligations hereunder the Merger and the other transactions contemplated hereby do not and will not, not (i) to the extent such Shareholder is not an individual, conflict with breach or violate any provision the Articles of Incorporation or Bylaws or the comparable charter or organizational documents of such Shareholderany of its Subsidiaries, (ii) assuming that all consents, approvals, approvals and authorizations and waivers contemplated by Section 3.04(b4.3(b) have been obtained, and all filings described therein in such clauses have been mademade and the Company Requisite Vote has been obtained, conflict with with, breach or violate any Law Law, rule, regulation, order, judgment or decree applicable to such Shareholder the Company or any of its Subsidiaries or by which its or any property of their respective properties or asset of such Shareholder is assets are bound or affected, (iii) require any consent or other action by any Person under, result in a any breach or violation of or constitute a default (or an event that which with notice or lapse of time or both would become a breach, violation or default) under), give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, require a consent or result in the loss of a benefit under, or give rise to any right of termination, cancellation, amendment or benefit to which such Shareholder is entitled under, any Contract to which such Shareholder is a party or by which such Shareholderacceleration of, or any property or asset of such Shareholder, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien (except a Permitted Lien) on any property or asset of such Shareholderthe assets of the Company pursuant to, except any Material Contract, except, in the case of clauses the foregoing clause (ii) and this clause (iii), (iii) and (iv) for any such conflictsconflict, violationsviolation, breachesbreach, defaults default, loss, right or other occurrences that occurrence which would notnot reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or which would not reasonably be likely expected to have a material adverse effect on prevent or materially delay the ability consummation of such Shareholder to perform its obligations hereunderthe transactions contemplated by this Agreement by the Company. (ib) The execution execution, delivery and delivery performance of this Agreement by such Shareholder the Company and the consummation of the Merger and the other transactions contemplated hereby by the Company do notnot and will not require any consent, approval, authorization or permit of, action by, filing with or notification to, any Governmental Authority, except for (i) compliance with the applicable requirements of the Exchange Act Active.22007448.8.doc (including the filing of the Proxy Statement), and state securities, takeover and “blue sky” laws, (ii) the performance filing of a premerger notification and report form by the Company under the HSR Act, (iii) compliance with the applicable requirements of the New York Stock Exchange, (iv) the filing with the Nevada Secretary of State of the Articles of Merger as required by the NRS, (v) the filing with the SEC of the Proxy Statement in definitive form and (vi) any such Shareholder of its obligations hereunder will not, require any action, consent, approval, authorization, waiver or permit ofpermit, or action, filing with or notification tothe failure of which to make or obtain would not reasonably be expected to (A) prevent or materially delay the consummation of the transactions contemplated by this Agreement by the Company or (B) have, individually or registration or qualification with, any Governmental Authority, except in the case of clause (ii)aggregate, for the avoidance of doubt, for applicable consents, approvals, authorizations and waivers contemplated by Section 4.05(b) of the Merger Agreement in connection with the divestiture by such Shareholder of its Shares at the Effective Timea Material Adverse Effect.

No Conflicts; Governmental Approvals. (a) The execution execution, delivery and performance by the Borrower and each Guarantor of each of the Transaction Documents to which it is a party, the issuance, authentication, sale and delivery of this Agreement the Bonds and compliance by such Shareholder do not, the Borrower with the terms thereof and the performance consummation of the transactions contemplated by such Shareholder of its obligations hereunder the Transaction Documents will not, (i) to the extent such Shareholder is not an individual, conflict with or violate any provision of the organizational documents of such Shareholder, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by Section 3.04(b) have been obtained, and all filings described therein have been made, conflict with or violate any Law applicable to such Shareholder or by which any property or asset of such Shareholder is bound or affected, (iii) require any consent or other action by any Person under, result in a breach or violation of any of the terms or provisions of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, or (except for the Collateral Documents) result in the loss creation or imposition of any right lien, charge or benefit encumbrance upon any property or assets of the Borrower or any Guarantor pursuant to, any material indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which such Shareholder is entitled under, the Borrower or any Contract to which such Shareholder Guarantor is a party or by which such Shareholder, the Borrower or any property or asset of such Shareholder, Guarantor is bound or affected or (iv) result (immediately or with notice or lapse to which any of time or both) in the creation of a Lien on any property or asset assets of such Shareholderthe Borrower or any Guarantor is subject, except in the case of clauses (ii), (iii) and (iv) for any such conflicts, breaches, violations, breachesdefaults, defaults liens charges or other occurrences that would not, individually or in the aggregate, encumbrances as could not reasonably be likely expected to have a material adverse effect on Material Adverse Effect, nor will such actions result in any violation of the ability provisions of the charter or by-laws of the Borrower or any Guarantor or any statute or any judgment, order, decree, rule or regulation of any court or arbitrator or -36- 41 governmental agency or body having jurisdiction over the Borrower or any Guarantor or any of their properties or assets, except such Shareholder violation as could not reasonably be expected to perform its obligations hereunderhave a Material Adverse Effect. (ib) The execution and delivery of this Agreement by such Shareholder do not, and (ii) the performance by such Shareholder of its obligations hereunder will not, require any action, No consent, approval, authorization, waiver authorization or permit order of, or filing with or notification to, or registration or qualification with, any Governmental Authoritycourt or arbitrator or governmental agency or body under any such statute, judgment, order, decree, rule or regulation is required for the execution, delivery and performance by the Borrower or any Guarantor of each of the Transaction Documents and compliance by the Borrower and each Guarantor with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except in the case of clause (ii), for the avoidance of doubt, for applicable such consents, approvals, authorizations, filings, registrations or qualifications which shall have been obtained or made prior to the Effective Date. (c) The Borrower, NRG Power Marketing and each Guarantor possess all material licenses, certificates, authorizations and waivers contemplated by Section 4.05(b) of permits issued by, and have made all filings with, the Merger Agreement in connection with appropriate federal, state or foreign regulatory agencies or bodies which are necessary for the divestiture by such Shareholder execution, delivery and performance of its Shares at respective obligations under this Agreement and the Effective Timeother Financing Documents, except where the failure to possess or make the same could not reasonably be expected to have a Material Adverse Effect, and neither the Borrower nor any Guarantor has received notification of any revocation or modification of any such license, certificate, authorization or permit or has any reason to believe that any such license, certificate, authorization or permit will not be renewed in the ordinary course, except where such revocation, modification or non-renewal could not reasonably be expected to have a Material Adverse Effect.

No Conflicts; Governmental Approvals. (a) The execution and delivery of this Agreement by such Shareholder do not, and the performance by such Shareholder of its obligations hereunder will not, (i) to the extent such Shareholder is not an individual, conflict with or violate any provision of the organizational documents of such Shareholder, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by Section 3.04(b) have been obtained, and all filings described therein have been made, conflict with or violate any Law applicable to such Shareholder or by which any property or asset of such Shareholder is bound or affected, (iii) require any consent or other action by any Person under, result in a breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, or result in the loss of any right or benefit to which such Shareholder is entitled under, any Contract to which such Shareholder is a party or by which such Shareholder, or any property or asset of such Shareholder, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of such Shareholder, except in the case of clauses (ii), (iii) and (iv) for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, reasonably be likely to have a material adverse effect on the ability of such Shareholder to perform its obligations hereunder. (i) The execution and delivery of this Agreement by such Shareholder do not, and (ii) the performance by such Shareholder of its obligations hereunder will not, require any action, consent, approval, authorization, waiver or permit of, or filing with or notification to, or registration or qualification with, any Governmental Authority, except in the case of clause (ii), ) for the avoidance of doubt, for applicable consents, approvals, authorizations and waivers contemplated by Section 4.05(b) of the Merger Agreement in connection with the divestiture by such Shareholder of its Shares at the Effective TimeAgreement.

No Conflicts; Governmental Approvals. (a) The execution and delivery by Purchaser and each Purchaser Subsidiary of this Agreement each Transaction Document to which it is a party do not, the execution and delivery by such Shareholder do Purchaser and each Purchaser Subsidiary of each Transaction Document to which it is contemplated to be a party will not, and the performance by such Shareholder consummation of its obligations hereunder the Transactions and compliance with the terms hereof and thereof will not, (i) to the extent such Shareholder is not an individualconflict with, conflict with or violate any provision of the organizational documents of such Shareholder, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by Section 3.04(b) have been obtained, and all filings described therein have been made, conflict with or violate any Law applicable to such Shareholder or by which any property or asset of such Shareholder is bound or affected, (iii) require any consent or other action by any Person under, result in a breach any violation of or constitute a default (or an event that that, with or without notice or lapse of time or both both, would become a default) under, or give rise to others (immediately or with notice or lapse of time or both) any a right of termination, amendmentcancelation or acceleration of any obligation or to loss of a benefit under, acceleration or cancellation ofto increased, result (immediately additional, accelerated or with notice guaranteed rights or lapse entitlements of time or both) in triggering any payment or other obligations Person under, or result in the loss creation of any right Lien upon any of the properties or benefit to which such Shareholder is entitled assets of Purchaser or any Purchaser Subsidiary under, any provision of (i) the Organizational Documents of Purchaser or any Purchaser Subsidiary, (ii) any Contract to which such Shareholder Purchaser or any Purchaser Subsidiary is a party or by which such Shareholder, any of their respective properties or any property or asset of such Shareholder, assets is bound or affected (iii) subject to the Governmental Filings, Governmental Approvals, Consents and other matters referred to in Section 4.03(b), any Judgment or (iv) result (immediately Law applicable to Purchaser or with notice any Purchaser Subsidiary or lapse of time their respective properties or both) in the creation of a Lien on any property or asset of such Shareholderassets, except other than, in the case of clauses (ii), ) and (iii) and (iv) for above, any such conflicts, violations, breaches, defaults or other occurrences that would notitem that, individually or in the aggregate, has not had and would not reasonably be likely expected to have a material adverse effect on the ability of such Shareholder to perform its obligations hereunderPurchaser Material Adverse Effect. (ib) The execution No Governmental Approval is required to be obtained and delivery of this Agreement no Governmental Filing is required to be made, in each case, by such Shareholder do not, and (ii) the performance by such Shareholder of its obligations hereunder will not, require or with respect to Purchaser or any action, consent, approval, authorization, waiver or permit of, or filing with or notification to, or registration or qualification with, any Governmental Authority, except in the case of clause (ii), for the avoidance of doubt, for applicable consents, approvals, authorizations and waivers contemplated by Section 4.05(b) of the Merger Agreement Purchaser Subsidiary in connection with the divestiture execution, delivery and performance of any Transaction Document to which it is a party or the consummation of the Transactions, other than (i) compliance with and Governmental Filings and Governmental Approvals under the HSR Act, the Competition Act and any other Review Laws, including Competition Act Approval, (ii) compliance by Purchaser with and filings under the Exchange Act, (iii) compliance by Purchaser with the rules and regulations of the NYSE, (iv) the Governmental Filings and Governmental Approvals set forth in Section 5.04(b) of the Disclosure Letter and (v) such Shareholder other Governmental Filings and Governmental Approvals, the failure of its Shares at which to be obtained or made, individually or in the Effective Timeaggregate, would not reasonably be expected to have a Purchaser Material Adverse Effect.

No Conflicts; Governmental Approvals. (a) The execution and delivery by Domtar of this Agreement each Transaction Document to which it is a party do not, the execution and delivery by such Shareholder do Domtar of each Transaction Document to which it is contemplated to be a party will not, and the performance by such Shareholder consummation of its obligations hereunder the Transactions and compliance with the terms hereof and thereof will not, (i) to the extent such Shareholder is not an individualconflict with, conflict with or violate any provision of the organizational documents of such Shareholder, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by Section 3.04(b) have been obtained, and all filings described therein have been made, conflict with or violate any Law applicable to such Shareholder or by which any property or asset of such Shareholder is bound or affected, (iii) require any consent or other action by any Person under, result in a breach any violation of or constitute a default (or an event that that, with or without notice or lapse of time or both both, would become a default) under, or give rise to others (immediately or with notice or lapse of time or both) any a right of termination, amendmentcancelation or acceleration of any obligation or to loss of a material benefit under, acceleration or cancellation ofto increased, result (immediately additional, accelerated or with notice guaranteed rights or lapse entitlements of time or both) in triggering any payment or other obligations person under, or result in the loss creation of any right Lien upon any issued and outstanding share of capital stock of Domtar or benefit to which such Shareholder is entitled any of the properties or assets of Domtar under, any provision of (i) the certificate or articles of incorporation and the by-laws or comparable charter or organizational documents of Domtar or any Domtar Subsidiary, (ii) any Contract to which such Shareholder Domtar or any Domtar Subsidiary is a party or by which such Shareholderany of their respective properties or assets is bound (including the Domtar Indentures and the Domtar Credit Facility), or (iii) subject to the filings, consents and other matters referred to in Section 3.05(b), any property judgment, order or asset of such Shareholderdecree (“Judgment”) or statute, is bound law (including common law), ordinance, rule or affected regulation (“Law”) applicable to Domtar or (iv) result (immediately any Domtar Subsidiary or with notice their respective properties or lapse of time or both) in the creation of a Lien on any property or asset of such Shareholderassets, except other than, in the case of clauses (ii), ) and (iii) and (iv) for above, any such conflicts, violations, breaches, defaults or other occurrences that would notitems that, individually or in the aggregate, have not had and would not reasonably be likely expected to have a material adverse effect on the ability of such Shareholder to perform its obligations hereunderDomtar Material Adverse Effect. (b) No consent, approval, license, permit, order or authorization (“Governmental Approval”) of, or registration, declaration or filing with, or permit from, any federal, provincial, 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”) (including a certificate under Section 116 of the ITA) is required to be obtained or made by or with respect to Domtar or any Domtar Subsidiary in connection with the execution, delivery and performance of any Transaction Document to which it is a party or the consummation of the Transactions, other than (i) The execution compliance with and delivery filings under the Competition Act (Canada) (the “Competition Act”), the Investment Canada Act and the Xxxx- Xxxxx-Xxxxxx Antitrust Improvements Act of this Agreement by such Shareholder do not1976, and as amended (the “HSR Act”), (ii) the performance filings by Domtar with Canadian Securities Administrators (the “CSAs”) under applicable Canadian Securities Legislation, (iii) the filing of the Articles of Arrangement with the Director under the CBCA and any filings required by the Final Order, and (iv) such Shareholder of its obligations hereunder will notother Governmental Approvals, require any actionregistrations, consentdeclarations, approvalfilings or permits that, authorization, waiver individually or permit of, or filing with or notification to, or registration or qualification with, any Governmental Authority, except in the case of clause (ii)aggregate, for the avoidance of doubt, for applicable consents, approvals, authorizations have not had and waivers contemplated by Section 4.05(b) of the Merger Agreement in connection with the divestiture by such Shareholder of its Shares at the Effective Timewould not reasonably be expected to have a Domtar Material Adverse Effect.

No Conflicts; Governmental Approvals. Except for the approval of the Receiver, the Commonwealth Court of Pennsylvania, and such other third party actions, consents or approvals to be satisfied or waived as a condition to the consummation of the Contemplated Transactions pursuant to Article 7 of this Agreement, or as otherwise as set forth on Schedule 3.03: (a) The execution the execution, delivery and delivery performance by Seller of this Agreement and each other Transaction Document to which Seller is a party, and the consummation by such Shareholder Seller of the Contemplated Transactions applicable to it, do not, and shall not require any action, consent or approval of, or filing with, any Governmental Authority by or on behalf of Seller other than such consents, approvals or filings, the failure of which to be made or obtained would not have, or be reasonably expected to have, a Material Adverse Effect; and (b) the execution, delivery and performance by such Shareholder Seller of its obligations hereunder will notthis Agreement and each other Transaction Document to which Seller is a party, and the consummation by Seller of the Contemplated Transactions applicable to it, do not (i) to the extent such Shareholder is not an individual, contravene or conflict with or violate any provision the Organizational Documents of the organizational documents of such ShareholderSeller, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by Section 3.04(b) have been obtained, and all filings described therein have been made, contravene or conflict with or violate constitute a violation of any provision of any Law binding upon or applicable to such Shareholder Seller or by which any property of its respective properties or asset of such Shareholder is bound or affectedassets, (iii) require any consent consent, waiver or other action by any Person approval under, result in a breach of or constitute a default (under or an event that with notice or lapse of time or both would become give rise to a default) under, give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, cancellation or acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, or result in the loss of any right or benefit to which such Shareholder is entitled under, obligation of Seller under any Contract binding upon Seller or any of its properties or assets or (iv) give rise to which such Shareholder is a party any right of first refusal, right of first offer, buy-sell right, option to purchase or by which such Shareholder, or other similar right of any Person with respect to any property or asset of such ShareholderSeller, is bound or affected or except in each case as set forth in clauses (ii) through (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of above, such Shareholder, except in the case of clauses (ii), (iii) and (iv) for any such conflicts, violations, breaches, defaults or other occurrences that event would not, individually or in the aggregate, reasonably be likely to have a material adverse effect on the ability of such Shareholder to perform its obligations hereunder. (i) The execution and delivery of this Agreement by such Shareholder do not, and (ii) the performance by such Shareholder of its obligations hereunder will not, require any action, consent, approval, authorization, waiver or permit ofnot have, or filing with or notification tobe reasonably expected to have, or registration or qualification with, any Governmental Authority, except in the case of clause (ii), for the avoidance of doubt, for applicable consents, approvals, authorizations and waivers contemplated by Section 4.05(b) of the Merger Agreement in connection with the divestiture by such Shareholder of its Shares at the Effective Timea Material Adverse Effect.

No Conflicts; Governmental Approvals. (a) The execution execution, delivery and delivery performance of this Agreement by such Shareholder HC2 do not, and the performance by such Shareholder consummation of its obligations hereunder the transactions contemplated hereby do not and will not, (i) to the extent such Shareholder is not an individual, conflict with or violate any provision of the organizational documents of such ShareholderHC2, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by Section 3.04(b4.03(b) have been obtained, and all filings described therein have been made, and assuming the accuracy and completeness of the representations and warranties contained in Section 3.04(a), conflict with or violate any Law applicable to such Shareholder HC2 or by which any property or asset of such Shareholder HC2 is bound or affected, (iii) require any consent or other action by any Person under, result in a breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, or result in the loss of any right or benefit to which such Shareholder HC2 is entitled under, any Contract to which such Shareholder HC2 is a party or by which such ShareholderHC2, or any property or asset of such ShareholderHC2, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of such ShareholderStockholder, except in the case of clauses (ii), (iii) and (iv) for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, reasonably be likely expected to have a material adverse effect on the ability of such Shareholder HC2 to perform its obligations hereunder. (ib) The execution execution, delivery and delivery performance of this Agreement by such Shareholder HC2 do not, and (ii) the performance by such Shareholder consummation of its obligations hereunder the transactions contemplated hereby do not and will not, require any action, consent, approval, authorization, authorization or waiver or permit of, or filing with or notification to, or registration or qualification with, from any Governmental Authority, except in the case of clause (ii), for the avoidance of doubt, for applicable consents, approvals, authorizations and waivers contemplated by Section 4.05(b) of the Merger Agreement in connection with the divestiture by such Shareholder of its Shares at the Effective TimeStock Purchase Agreement.

No Conflicts; Governmental Approvals. (a) The execution execution, delivery and delivery performance of this Agreement the Transaction Documents by such Shareholder do not, the Company and the performance consummation by such Shareholder the Company of its obligations hereunder the transactions contemplated hereby do not and will not, not (i) to the extent such Shareholder is not an individual, conflict with or violate any provision of the organizational documents Company’s certificate of such Shareholderincorporation or bylaws as currently in effect, (ii) assuming that all consentsconflict with, approvals, authorizations and waivers contemplated by Section 3.04(b) have been obtained, and all filings described therein have been made, conflict with or violate any Law applicable to such Shareholder or by which any property or asset of such Shareholder is bound or affected, (iii) require any consent or other action by any Person under, result in a breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) underwhich, give to others (immediately or with notice or lapse of time or both, would become a default) under, or give to others any right rights of termination, amendment, acceleration or cancellation of, result (immediately any agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or with notice or lapse of time or both) in triggering any payment or other obligations under, or result in the loss of any right or benefit obligation to which such Shareholder is entitled under, any Contract to which such Shareholder the Company is a party or by which such Shareholderthe Company’s properties or assets are bound, or (iii) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or by which any property or asset of such Shareholder, the Company is bound or affected (except for Stockholder Approval). Other than obtaining Stockholder Approval, the Company is not required under federal, state, foreign or (iv) result (immediately local law, rule or with notice regulation to obtain any consent, authorization or lapse of time order of, or both) make any filing or registration with, any court or governmental agency in the creation of a Lien on order for it to execute, deliver or perform any property or asset of such Shareholder, except in the case of clauses (ii), (iii) and (iv) for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, reasonably be likely to have a material adverse effect on the ability of such Shareholder to perform its obligations hereunder. (i) The execution and delivery of this Agreement by such Shareholder do not, and (ii) the performance by such Shareholder of its obligations hereunder will notunder this Agreement or issue and sell the Shares to be issued by the Company in accordance with the terms hereof, require any action, consent, approval, authorization, waiver or permit ofother than filings that have been made, or filing with or notification towill be made, or registration consents that have been obtained, or qualification withwill be obtained, any Governmental Authoritypursuant to the rules and regulations of Nasdaq, except in including Stockholder Approval, a Nasdaq Listing of Additional Shares Notification form, applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws which the case of clause (ii), for Company undertakes to file or obtain within the avoidance of doubt, for applicable consents, approvals, authorizations time periods and waivers contemplated by Section 4.05(b) of the Merger Agreement in connection with the divestiture by such Shareholder of its Shares at the Effective Timefilings required to be made pursuant to this Agreement.

No Conflicts; Governmental Approvals. (a) The execution and delivery by Purchaser and each Purchaser Subsidiary of this Agreement each Transaction Document to which it is a party do not, the execution and delivery by such Shareholder do Purchaser and each Purchaser Subsidiary of each Transaction Document to which it is contemplated to be a party will not, and the performance by such Shareholder consummation of its obligations hereunder the Transactions and compliance with the terms hereof and thereof will not, (i) to the extent such Shareholder is not an individualconflict with, conflict with or violate any provision of the organizational documents of such Shareholder, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by Section 3.04(b) have been obtained, and all filings described therein have been made, conflict with or violate any Law applicable to such Shareholder or by which any property or asset of such Shareholder is bound or affected, (iii) require any consent or other action by any Person under, result in a breach any violation of or constitute a default (or an event that that, with or without notice or lapse of time or both both, would become a default) under, or give rise to others (immediately or with notice or lapse of time or both) any a right of termination, amendmentcancelation or acceleration of any obligation or to loss of a material benefit under, acceleration or cancellation ofto increased, result (immediately additional, accelerated or with notice guaranteed rights or lapse entitlements of time or both) in triggering any payment or other obligations Person under, or result in the loss creation of any right Lien upon any of the properties or benefit to which such Shareholder is entitled assets of Purchaser or any Purchaser Subsidiary under, any provision of (i) the certificate or articles of incorporation and the bylaws or comparable organizational documents of Purchaser or any Purchaser Subsidiary, (ii) any Contract to which such Shareholder Purchaser or any Purchaser Subsidiary is a party or by which such Shareholder, any of their respective properties or any property or asset of such Shareholder, assets is bound or affected (iii) subject to the Governmental Filings, Governmental Approvals and Consents and other matters referred to in Section 4.03(b), any Judgment or (iv) result (immediately Law applicable to Purchaser or with notice any Purchaser Subsidiary or lapse of time their respective properties or both) in the creation of a Lien on any property or asset of such Shareholderassets, except other than, in the case of clauses (ii), ) and (iii) and (iv) for above, any such conflicts, violations, breaches, defaults or other occurrences that would notitem that, individually or in the aggregate, has not had and would not reasonably be likely expected to have a material adverse effect on the ability of such Shareholder to perform its obligations hereunderPurchaser Material Adverse Effect. (ib) The execution No Governmental Approval is required to be obtained and delivery of this Agreement no Governmental Filing is required to be made, in each case, by such Shareholder do not, and (ii) the performance by such Shareholder of its obligations hereunder will not, require or with respect to Purchaser or any action, consent, approval, authorization, waiver or permit of, or filing with or notification to, or registration or qualification with, any Governmental Authority, except in the case of clause (ii), for the avoidance of doubt, for applicable consents, approvals, authorizations and waivers contemplated by Section 4.05(b) of the Merger Agreement Purchaser Subsidiary in connection with the divestiture execution, delivery and performance of any Transaction Document to which it is a party or the consummation of the Transactions, other than (i) compliance with and Governmental Filings and Governmental Approvals under the HSR Act, (ii) compliance by Purchaser with and filings under the Exchange Act, (iii) compliance by Purchaser with the rules and regulations of the NYSE and (iv) such Shareholder other Governmental Filings and Governmental Approvals, the failure of its Shares at which to be obtained or made, individually or in the Effective Timeaggregate, would not reasonably be expected to have a Purchaser Material Adverse Effect.

No Conflicts; Governmental Approvals. (a) The execution and delivery by Parent, each Seller and each other Parent Subsidiary of this Agreement each Transaction Document to which it is a party do not, the execution and delivery by such Shareholder do Parent, each Seller and each other Parent Subsidiary of each Transaction Document to which it is contemplated to be a party will not, and the performance by such Shareholder consummation of its obligations hereunder the Transactions and compliance with the terms hereof and thereof will not, (i) to the extent such Shareholder is not an individualconflict with, conflict with or violate any provision of the organizational documents of such Shareholder, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by Section 3.04(b) have been obtained, and all filings described therein have been made, conflict with or violate any Law applicable to such Shareholder or by which any property or asset of such Shareholder is bound or affected, (iii) require any consent or other action by any Person under, result in a breach any violation of or constitute a default (or an event that that, with or without notice or lapse of time or both both, would become a default) under, or give rise to others (immediately or with notice or lapse of time or both) any a right of termination, amendmentcancelation or acceleration of any obligation or to loss of a benefit under, acceleration or cancellation ofto increased, result (immediately additional, accelerated or with notice guaranteed rights or lapse entitlements of time or both) in triggering any payment or other obligations Person under, or result in the loss creation of any right Lien upon any of the properties or benefit to which such Shareholder is entitled assets of Parent or any Parent Subsidiary under, any provision of (i) the Organizational Documents of Parent, Sellers or any other Parent Subsidiary, (ii) any Contract to which such Shareholder Parent, Sellers or any other Parent Subsidiary is a party or by which such Shareholder, any of their respective properties or any property or asset of such Shareholder, assets is bound or affected (iii) subject to the Governmental Filings, Governmental Approvals, Consents and other matters referred to in Section 5.04(b), any Judgment or (iv) result (immediately Law applicable to Parent or with notice any Parent Subsidiary or lapse of time their respective properties or both) in the creation of a Lien on any property or asset of such Shareholderassets, except other than, in the case of clauses (ii), ) and (iii) and (iv) for above, any such conflicts, violations, breaches, defaults or other occurrences that would notitem that, individually or in the aggregate, has not had and would not reasonably be likely expected to have a material adverse effect on the ability of such Shareholder to perform its obligations hereunderParent Material Adverse Effect. (ib) The execution No Governmental Approval is required to be obtained and delivery of this Agreement no Governmental Filing is required to be made, in each case, by such Shareholder do notor with respect to Parent, and (ii) the performance by such Shareholder of its obligations hereunder will not, require either Seller or any action, consent, approval, authorization, waiver or permit of, or filing with or notification to, or registration or qualification with, any Governmental Authority, except in the case of clause (ii), for the avoidance of doubt, for applicable consents, approvals, authorizations and waivers contemplated by Section 4.05(b) of the Merger Agreement other Parent Subsidiary in connection with the divestiture execution, delivery and performance of any Transaction Document to which it is a party or the consummation of the Transactions, other than (i) compliance with and Governmental Filings and Governmental Approvals under the HSR Act, the Competition Act and any other Review Laws, including Competition Act Approval, (ii) approval of the Class 1 Circular and any supplementary circular by the FCA, (iii) the Governmental Filings and Governmental Approvals set forth in Section 5.04(b) of the Disclosure Letter and (iv) such Shareholder other Governmental Filings and Governmental Approvals, the failure of its Shares at which to be obtained or made, individually or in the Effective Timeaggregate, would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Governmental Approvals. (a) The execution execution, delivery and delivery performance of this Agreement by such Shareholder the Company do not, and the performance by such Shareholder consummation of its obligations hereunder the transactions contemplated hereby do not and will not, (i) to the extent such Shareholder is not an individual, conflict with or violate any provision of the organizational documents of such Shareholderthe Company, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by Section 3.04(b4.03(b) have been obtained, and all filings described therein have been made, and assuming the accuracy and completeness of the representations and warranties contained in Section 3.04(a), conflict with or violate any Law applicable to such Shareholder the Company or by which any property or asset of such Shareholder the Company is bound or affected, (iii) require any consent or other action by any Person under, result in a breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, or result in the loss of any right or benefit to which such Shareholder the Company is entitled under, any Contract to which such Shareholder the Company is a party or by which such Shareholderthe Company, or any property or asset of such Shareholderthe Company, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of such ShareholderStockholder, except in the case of clauses (ii), (iii) and (iv) for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, reasonably be likely expected to have a material adverse effect on the ability of such Shareholder the Company to perform its obligations hereunder. (ib) The execution execution, delivery and delivery performance of this Agreement by such Shareholder the Company do not, and (ii) the performance by such Shareholder consummation of its obligations hereunder the transactions contemplated hereby do not and will not, require any action, consent, approval, authorization, authorization or waiver or permit of, or filing with or notification to, or registration or qualification with, from any Governmental Authority, except in the case of clause (ii), for the avoidance of doubt, for applicable consents, approvals, authorizations and waivers contemplated by Section 4.05(b) of the Merger Agreement in connection with the divestiture by such Shareholder of its Shares at the Effective TimeStock Purchase Agreement.

No Conflicts; Governmental Approvals. (a) The execution and delivery by Shareholder of this Agreement by such Shareholder do not, and the performance by such Shareholder of its Shareholder’s obligations hereunder will not, constitute or result in (i) to in the extent such event that Shareholder is not an individualentity, a conflict with with, a breach or violate any provision violation of, or a default under, the certificate or articles of incorporation and the bylaws, the limited liability company agreement, the partnership agreement or comparable organizational documents of such Shareholder, (ii) assuming that all consents, approvals, authorizations and waivers contemplated by Section 3.04(b) have been obtained, and all filings described therein have been made, conflict with or violate any Law applicable to such Shareholder or by which any property or asset of such Shareholder is bound or affectedwithout notice, (iii) require any consent or other action by any Person under, result in a breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, give to others (immediately or with notice or lapse of time or both) any , a breach or violation of, a termination (or right of termination, amendment, acceleration ) of or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations a default under, or result in the loss of any right benefit under, the creation, modification or benefit acceleration of any obligations under or the creation of any Lien on any of the properties, rights or assets of Shareholder pursuant to any Contract, Permit or other instrument or obligation to which such Shareholder is entitled under, any Contract to which such Shareholder is a party or by which such Shareholder, Shareholder or any property of Shareholder’s properties or asset of such Shareholder, assets is bound or affected or under any applicable Law to which Shareholder is subject or (iviii) result (immediately or with notice or lapse of time or both) any change in the creation rights or obligations of a Lien on any property or asset of such party under any Contract legally binding upon Shareholder, except in the case of each of clauses (ii), ) and (iii) and (iv) directly above, for any such conflictsconflict, violationsbreach, breachesviolation, defaults termination, default, loss, creation, modification, acceleration or other occurrences change that would not, individually or in the aggregate, reasonably be likely expected to have a material adverse effect on prevent or materially delay or impair the ability of such the Shareholder to perform its obligations hereunder. (ib) The execution and delivery of this Agreement by such Shareholder do not, and (ii) the performance by such Shareholder of its obligations hereunder will not, require any action, consentNo consent of, approval, authorization, waiver authorization or permit ofof any third party, including any Governmental Authority or any beneficiary or holder of a voting trust certificate or other interest of any trust of which Shareholder is a trustee, or any filing with or license from or registration, declaration or notification to, or registration or qualification with, to any Governmental Authority, except in the case of clause (ii), for the avoidance of doubt, for applicable consents, approvals, authorizations and waivers contemplated Authority is required to be obtained or made by Section 4.05(b) of the Merger Agreement or with respect to Shareholder in connection with the divestiture by such execution, delivery and performance of this Agreement (except for filings, if any, under the Exchange Act, securities Laws or the ICL). Shareholder has not entered into any support agreement, voting trust or other similar agreement, arrangement or restriction with respect to any Shareholder Shares and has not granted a proxy or power of its attorney with respect to any Shareholder Shares at the Effective Timethat is inconsistent with Shareholder’s obligations pursuant to this Agreement or that would interfere with Shareholder’s ability to perform Shareholder’s obligations hereunder.

No Conflicts; Governmental Approvals. (a) The execution execution, delivery and delivery performance of this Agreement by such Shareholder do not, the Company and the performance by such Shareholder consummation of its obligations hereunder the Merger and the other transactions contemplated hereby do not and will not, not (i) to the extent such Shareholder is not an individual, conflict with breach or violate any provision the Certificate of the organizational documents of such ShareholderIncorporation or Bylaws, (ii) assuming that all consents, approvals, approvals and authorizations and waivers contemplated by Section 3.04(b4.3(b) have been obtained, and all filings described therein in Section 4.3(b) have been mademade and the Company Requisite Vote has been obtained, conflict with with, breach or violate any Law Law, rule, regulation, order, judgment or decree applicable to such Shareholder the Company or any of its Subsidiaries or by which its or any property of their respective properties or asset of such Shareholder is assets are bound or affected, (iii) require any consent or other action by any Person under, result in a any breach or violation of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under), give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, require a consent or result in the loss of a benefit under, or give rise to any right of termination, cancellation, amendment or benefit to which such Shareholder is entitled under, any Contract to which such Shareholder is a party or by which such Shareholderacceleration of, or any property or asset of such Shareholder, is bound or affected or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien (except a Permitted Lien) on any property or asset of such Shareholderthe assets of the Company pursuant to, except any Material Contract, except, in the case of the foregoing clauses (ii), (iii) and (iv) iii), for any such conflictsconflict, violationsviolation, breachesbreach, defaults default, loss, right or other occurrences that occurrence which would notnot reasonably be expected to have, individually or in the aggregate, reasonably be likely a Material Adverse Effect, and, in each case, other than as may arise in connection with facts and circumstances particular to have a material adverse effect on the ability of such Shareholder to perform Parent and its obligations hereunderAffiliates. (ib) The execution execution, delivery and delivery performance of this Agreement by such Shareholder the Company and the consummation of the Merger and the other transactions contemplated hereby by the Company do notnot and will not require any consent, approval, authorization or permit of, action by, filing with or notification to, any Governmental Authority, except for (i) compliance with the applicable requirements of the Exchange Act (including the filing of the Proxy Statement), and state securities, takeover and “blue sky” laws, (ii) the performance filing of a premerger notification and report form by the Company under the HSR Act and similar requirements in non-U.S. countries under applicable Antitrust Laws, (iii) the filing of a joint voluntary notification to CFIUS pursuant to the DPA by Parent, Merger Sub and the Company, (iv) compliance with the applicable requirements of NASDAQ, (v) the filing with the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCL and (vi) any such Shareholder of its obligations hereunder will not, require any action, consent, approval, authorization, waiver or permit ofpermit, or action, filing with or notification tothe failure of which to make or obtain would not reasonably be expected to (A) prevent or materially delay the consummation of the transactions contemplated by this Agreement by the Company and (B) have, individually or registration or qualification with, any Governmental Authority, except in the case of clause (ii)aggregate, for the avoidance of doubt, for applicable consents, approvals, authorizations and waivers contemplated by Section 4.05(b) of the Merger Agreement in connection with the divestiture by such Shareholder of its Shares at the Effective Timea Material Adverse Effect.

No Conflicts; Governmental Approvals. (a) The execution and delivery Except (i) for compliance with any applicable requirements of this Agreement by such Shareholder do not, the HSR Act and the GWB and (ii) for notices, consents or approvals required under agreements or commitments evidencing, or entered into by the Company and/or any of the Company Subsidiaries in connection with Indebtedness of the Company and/or any of the Company Subsidiaries to be paid and discharged at the Closing pursuant to Section 2.05, or (iii) as set forth on Section 4.05(a)(iii) of the Sellers Disclosure Schedule, neither the execution, delivery or performance by such Shareholder Seller of its obligations hereunder this Agreement, nor the consummation by such Seller of the transactions contemplated hereby, nor compliance by such Seller with any of the provisions hereof will not, (ix) to the extent such Shareholder is not an individual, conflict with or violate any provision Organizational Documents or any resolutions adopted by its board of the organizational documents of such Shareholderdirectors, managers or members (as applicable), (iiy) assuming that all consents, approvals, authorizations and waivers contemplated by Section 3.04(b) have been obtained, and all filings described therein have been made, conflict with or violate any Law applicable to such Shareholder Seller or by which any property such Seller’s assets or asset properties or (z) with or without the passage of such Shareholder is bound time or affected, (iii) require any consent the giving of notice or other action by any Person underboth, result in a the breach of of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, give to others (immediately or with notice or lapse of time or both) require any right of termination, amendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations consent under, or result in the loss creation of any right Lien upon any property or benefit assets of such Seller pursuant to, any instrument or agreement to which such Shareholder is entitled under, any Contract to which such Shareholder Seller is a party or by which such Shareholder, Seller or any property or asset of such Shareholder, is Seller’s properties may be bound or affected affected, except, in each case, where the conflict, violation, breach, default, failure to obtain consent or (iv) result (immediately or with notice or lapse of time or both) in the creation of a Lien on any property or asset of such Shareholder, except in the case of clauses (ii), (iii) and (iv) for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, reasonably be likely to not have a material adverse effect on the ability of such Shareholder Seller to perform its obligations hereunderconsummate the transactions contemplated by this Agreement. (ib) The execution Except for compliance with any applicable requirements of the HSR Act and delivery of this Agreement the GWB, no filing by such Shareholder do notSeller with, and (ii) the performance by such Shareholder of its obligations hereunder will not, require any action, consent, approvalno permit, authorization, waiver consent or permit ofapproval, in each case, of or filing with or notification torespect to such Seller, or registration or qualification withof any Authority is necessary for, any Governmental Authority, except in the case of clause (ii), for the avoidance of doubt, for applicable consents, approvals, authorizations and waivers contemplated consummation by Section 4.05(b) such Seller of the Merger Agreement in connection with the divestiture by such Shareholder of its Shares at the Effective Timetransactions contemplated hereby.

No Conflicts; Governmental Approvals. (a) The execution execution, delivery and delivery performance of this Agreement the Transaction Documents by such Shareholder do not, the Company and the performance consummation by such Shareholder the Company of its obligations hereunder the transactions contemplated hereby do not and will not, not (i) to the extent such Shareholder is not an individual, conflict with or violate any provision of the organizational documents Company’s certificate of such Shareholderincorporation or bylaws as currently in effect, (ii) assuming that all consentsconflict with, approvals, authorizations and waivers contemplated by Section 3.04(b) have been obtained, and all filings described therein have been made, conflict with or violate any Law applicable to such Shareholder or by which any property or asset of such Shareholder is bound or affected, (iii) require any consent or other action by any Person under, result in a breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) underwhich, give to others (immediately or with notice or lapse of time or both, would become a default) under, or give to others any right rights of termination, amendment, acceleration or cancellation of, result (immediately any agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or with notice or lapse of time or both) in triggering any payment or other obligations under, or result in the loss of any right or benefit obligation to which such Shareholder is entitled under, any Contract to which such Shareholder the Company is a party or by which such Shareholderthe Company’s properties or assets are bound, or (iii) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or by which any property or asset of such Shareholder, the Company is bound or affected (except for Stockholder Approval). Other than obtaining Stockholder Approval, the Company is not required under federal, state, foreign or (iv) result (immediately local law, rule or with notice regulation to obtain any consent, authorization or lapse of time order of, or both) make any filing or registration with, any court or governmental agency in the creation of a Lien on order for it to execute, deliver or perform any property or asset of such Shareholder, except in the case of clauses (ii), (iii) and (iv) for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, reasonably be likely to have a material adverse effect on the ability of such Shareholder to perform its obligations hereunder. (i) The execution and delivery of this Agreement by such Shareholder do not, and (ii) the performance by such Shareholder of its obligations hereunder will notunder this Agreement or issue and sell the Shares to be issued by the Company in accordance with the terms hereof, require any action, consent, approval, authorization, waiver or permit ofother than filings that have been made, or filing with or notification towill be made, or registration consents that have been obtained, or qualification withwill be obtained, any Governmental Authoritypursuant to the rules and regulations of Nasdaq, except in including Stockholder Approval, a Nasdaq Listing of Additional Shares notification form, applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws which the case of clause (ii), for Company undertakes to file or obtain within the avoidance of doubt, for applicable consents, approvals, authorizations time periods and waivers contemplated by Section 4.05(b) of the Merger Agreement in connection with the divestiture by such Shareholder of its Shares at the Effective Time.filings required to be made pursuant to this Agreement. 271063633 v6