Common use of Non-Contravention Clause in Contracts

Non-Contravention. The execution, delivery and performance by Parent and Merger Sub Inc. of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (A) contravene, conflict with, or result in any violation or breach of any provision of the organizational documents of Parent or Merger Sub Inc., (B) contravene, conflict with or result in a violation or breach of any provision of any Law or Order or (C) require any consent or other action by any Person under, constitute a default or a violation, or an event that, with or without notice or lapse of time or both, would constitute a default or a violation, under or of, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or any of its Subsidiaries is entitled under any provision of any Contract binding upon Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries or (ii) result in the creation or imposition of any Lien, other than any Permitted Lien, on any asset of Parent or any of its Subsidiaries, except, in the case of each of clauses (i)(B), (i)(C) and (ii), which have not had and would not reasonably be expected to have, individually or in the aggregate, (x) a Parent Material Adverse Effect or (y) an effect that would prevent, materially delay or materially impair the ability of Parent to perform its obligations under this Agreement or to consummate the Merger.

Non-Contravention. The execution, delivery and performance by Parent and Merger Sub Inc. Subsidiary of this Agreement and the consummation by Parent and Merger Subsidiary of the transactions contemplated hereby do not and will not (i) not, assuming compliance with the authorizations, consents and approvals matters referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing DateSections 4.2 and 4.3, (Aa) contravene, contravene or conflict with, with the certificate of incorporation or result in any violation or breach of any provision of the organizational documents by-laws of Parent or Merger Sub Inc.Subsidiary, (Bb) contravene, contravene or conflict with or result in constitute a violation or breach of any provision of any Law law, regulation, judgment, injunction, order or Order decree binding upon or applicable to Parent or any of its Subsidiaries, (Cc) require any consent or other action by any Person under, constitute a default or a violation, (or an event that, which with or without notice or lapse the passage of time or both, would constitute become a default or a violation, under or ofdefault) under, or cause or permit the give rise to any right of termination, cancellation, cancellation or acceleration or other change of any right or obligation of Parent or the any of its Subsidiaries or to a loss of any benefit to which Parent or any of its Subsidiaries is entitled under any provision of of, any Contract agreement, contract or other instrument binding upon Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval permit or other similar authorization affecting, held by Parent or relating in any way to, the assets or business of Parent and its Subsidiaries or (iid) result in the creation or imposition of any Lien, other than any Permitted Lien, Lien on any asset of Parent or any of its Subsidiaries, exceptexcept for such contraventions, conflicts or violations referred to in the case clause (b) or defaults, rights of each of clauses termination, cancellation or acceleration, losses or Liens referred to in clause (i)(B), c) or (i)(Cd) and (ii), which have not had and that would not reasonably be expected to havenot, individually or in the aggregate, (x) be reasonably likely to have a Parent Material Adverse Effect. The approval of the stockholders of Parent is not required by applicable law or the rules of the NYSE to effect the transactions contemplated by this Agreement. To Parent’s knowledge as of the date of this Agreement, there is no Effect or (y) an effect that would reasonably be expected to prevent, materially delay impede or materially impair interfere with the ability consummation by Parent or Merger Subsidiary of Parent to perform its obligations under this Agreement or to consummate the MergerMerger and the Transactions.

Non-Contravention. The execution, delivery and performance by Parent and Merger Acquisition Sub Inc. of this Agreement and the consummation by Parent and Acquisition Sub of the transactions contemplated hereby do not and will not (i) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 5.03 are obtained andobtained, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (A) contravene, conflict with, or result in any violation or breach of any provision of the organizational documents of Parent or Merger Sub Inc.and Acquisition Sub, (Bii) assuming the authorizations, consents and approvals referred to in Section 5.03 are obtained, contravene, conflict with or result in a violation or breach of any provision of any Law or Order or Order, (Ciii) assuming the authorizations, consents and approvals referred to in Section 5.03 are obtained, require any consent or other action by any Person under, constitute a default or a violation, or an event that, with or without notice or lapse of time or both, would constitute a default or a violation, under or of, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or any of its Subsidiaries is entitled under any provision of any Contract agreement or other instrument binding upon Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries or (iiiv) result in the creation or imposition of any Lien, other than any Permitted Lien, on any asset of Parent or any of its Subsidiaries, except, in the case of each of clauses (i)(Bii), (i)(Ciii) and (iiiv), which have not had and would not reasonably be expected to have, individually or in the aggregate, (x) a Parent Material Adverse Effect or (y) an effect that would prevent, materially delay or materially impair the ability of Parent to perform its obligations under this Agreement or to consummate the MergerEffect.

Non-Contravention. The execution, delivery and performance by Parent and Merger Sub Inc. Subsidiary of this Agreement and the consummation by Parent and Merger Subsidiary of the transactions contemplated hereby do not and will not (i) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (A) contravene, conflict with, or result in any violation or breach of any provision of the organizational documents articles or certificate of incorporation, respectively, or bylaws of Parent or Merger Sub Inc.Subsidiary, (Bii) assuming compliance with the matters referred to in Section 5.03, contravene, conflict with or result in a violation or breach of any provision of any Law or Order or Applicable Law, (Ciii) assuming compliance with the matters referred to in Section 5.03, require any consent or other action by any Person under, constitute a default or a violationdefault, or an event that, with or without notice or lapse of time or both, would constitute a default or a violationdefault, under or ofunder, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or any of its Subsidiaries is entitled under any provision of any Contract agreement or other instrument binding upon Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries or (iiiv) result in the creation or imposition of any Lien, other than any Permitted Lien, on any asset of Parent or any of its Subsidiaries, exceptwith only such exceptions, in the case of each of clauses (i)(Bii) through (iv), (i)(C) and (ii), which have not had and for such as would not reasonably be expected to have, individually or in the aggregate, (x) a Parent Material Adverse Effect or (y) an effect that would prevent, materially delay or materially impair the ability of Parent to perform its obligations under this Agreement or to consummate the MergerEffect.

Non-Contravention. The Assuming compliance with the matters referred to in Section 4.03, the execution, delivery and performance by each of Parent and Merger Sub Inc. of this Agreement and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby do not and will not not: (i) assuming receipt of the authorizations, consents and approvals approval of the shareholders of the Parent referred to in clauses (i) through (iv) Section 4.02, contravene or conflict with the certificate of Section 5.3 are obtained and, with respect to consummation incorporation or by-laws of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (A) contravene, conflict with, or result in any violation or breach of any provision of the organizational documents each of Parent and Merger Sub; (ii) contravene or Merger Sub Inc., (B) contravene, conflict with or result in constitute a violation or breach of any provision of any Law law, regulation, judgment, injunction, order or Order decree binding upon or applicable to Parent, Merger Sub or any Subsidiary of Parent that would be a significant subsidiary within the meaning of Regulation S-X under the Exchange Act (Ca "Significant Subsidiary of Parent"); (iii) require any consent assuming receipt of the approval of the shareholders of the Parent referred to in Section 4.02, result in a breach or other action by any Person under, violation of or constitute a default or a violation, (or an event that, that with or without the giving of notice or the lapse of time or both, both would constitute a default or a violation, default) under or of, or cause or permit the give rise to a right of termination, cancellationamendment, cancellation or acceleration or other change of any right or obligation of Parent, Merger Sub or the any Significant Subsidiary of Parent or to a loss of any material benefit to which Parent Parent, Merger Sub or any Significant Subsidiary of its Subsidiaries Parent is entitled or require any consent, approval or authorization under any provision of any Contract material agreement, contract or other instrument binding upon Parent, Merger Sub or any Significant Subsidiary of Parent or any of its Subsidiaries or their respective assets (including any material license, franchise, permit, certificate, approval permit or other similar authorization affectingheld by Parent, Merger Sub or relating in any way to, the assets or business Significant Subsidiary of Parent and its Subsidiaries Parent); or (iiiv) result in the creation or imposition of any Lien, other than any Permitted Lien, Lien on any material asset of Parent Parent, Merger Sub or any Significant Subsidiary of its SubsidiariesParent, except, except for such Violations that in the case of each of clauses (i)(B), (i)(C) and (ii), which have not had and aggregate would not reasonably be expected to have, individually or in the aggregate, (x) have a Parent Material Adverse Effect or (y) an effect that would prevent, materially delay or materially impair the ability of Parent to perform its obligations under this Agreement or to consummate the MergerEffect.

Non-Contravention. The Assuming compliance with the matters referred to in Section 5.03, receipt of the Parent Stockholder Approval and the sanction of the Scheme of Arrangement by the Court, the execution, delivery and performance by Parent and Merger Sub Inc. of this Agreement and the consummation by Parent of the transactions contemplated hereby and thereby and by the Scheme of Arrangement (including the Transaction) do not and will not (i) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (Aa) contravene, conflict with, or result in any violation or breach of any provision of the organizational documents of Parent or Merger Sub Inc.Organizational Documents, (Bb) contravene, conflict with or result in a any violation or breach of any provision of any Law or Order or Applicable Law, (Cc) require any consent or other action Consent by any Person under, constitute a default or a violationdefault, or an event that, with or without notice or lapse of time or both, would constitute a default or a violation, under or ofunder, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or any of its Subsidiaries is entitled under under, any provision of any Contract or permit binding upon on Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affectingSubsidiaries, or relating in any way to, the assets or business of Parent and its Subsidiaries or (iid) result in the creation or imposition of any Lien, Lien (other than any Permitted Lien, Liens) on any asset of Parent or any of its Subsidiaries, except, in the case of each of clauses (i)(Bb)-(d), as (i)(Ci) and (ii), which have has not had and would not reasonably be expected to have, individually or in the aggregate, (x) a Parent Material Adverse Effect or (yii) an effect that would not reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impair the ability of Parent to perform its their obligations under this Agreement or to consummate the MergerTransaction.

Non-Contravention. The execution, delivery and performance by Parent and Merger Sub Inc. the Company of this Agreement do not, and the consummation of the transactions to which it is a party contemplated hereby do not and will not (i) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Datenot, (Aa) contravene, violate or conflict with, with or result in any violation or breach of any provision of the organizational documents Constituent Documents of Parent the Company or Merger Sub Inc.any of its Subsidiaries, (Bb) contraveneassuming receipt of the Requisite Stockholder Vote and compliance with the matters referred to in Section 3.3 and Section 4.3 (and assuming the accuracy and completeness of Section 4.3(e)), violate or conflict with any provision of any applicable Law, Order or Company Permit, (c) violate or conflict with or result in a violation any breach or breach of any provision of any Law or Order or (C) require any consent or other action by any Person under, constitute a default or a violationdefault, or an event that, with or without notice or lapse of time or both, would constitute a default or a violation, under or ofunder, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent the Company or any of its Subsidiaries is entitled under entitled, or require consent by any provision Person under, any loan or credit agreement, note, mortgage, indenture, lease, Company Benefit Plan, or other agreement, obligation or instrument to which the Company or any Subsidiary of any Contract binding upon Parent the Company is a party, or by which they or any of its Subsidiaries their respective properties or any licenseassets may be bound or affected and the performance of which involves, franchisealone or together with a series of other related loans, permitcredit agreements, certificatenotes, approval mortgages, indentures, leases, Company Benefit Plans, agreements, obligations or other similar authorization affectinginstruments, or relating annual consideration in any way to, the assets or business excess of Parent and its Subsidiaries $250,000 or (iid) subject to the receipt of the Parent Insurance Approvals (and assuming the accuracy and completeness of Section 4.3(e)), result in the creation or imposition of any Lien, other than any Permitted Lien, Lien on any asset of Parent the Company or any of its Subsidiaries, except, except in the case of each of clauses clause (i)(Bb), (i)(Cc) and or (iid), which have not had and as would not reasonably be expected to havenot, individually or in the aggregate, (x) reasonably be expected to have a Parent Company Material Adverse Effect or (y) an effect that would prevent, prevent or materially delay or materially impair the ability consummation of Parent to perform its obligations under the transactions contemplated by this Agreement or to consummate the MergerAgreement.

Non-Contravention. The execution, delivery and performance by Parent Parent, Acquirer, Merger Sub and Merger Sub Inc. II of this Agreement and the consummation by Parent, Acquirer, Merger Sub and Merger Sub II of the transactions contemplated hereby by this Agreement do not and will not (i) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) with or without notice or lapse of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (A) contravene, conflict withtime, or both) (a) result in any violation or breach of any provision of the organizational documents certificate of incorporation or by-laws (or similar governing documents) of Parent or Acquirer or the certificate of incorporation or by-laws of Merger Sub Inc.or Merger Sub II, (Bb) contraveneassuming compliance with the matters referred to in Section 5.03, conflict with or result in a violation or breach of any provision of any Applicable Law or Order Order, or (Cc) require any consent or other action by any Person approval under, constitute a violate, result in any breach of or default or a violation, under (or an event that, with or without notice or lapse of time or both, would constitute become a default or a violationdefault), under or of, or cause or permit result in the termination, cancellation, adverse amendment, right of payment, termination or acceleration or other change of any right or obligation or the loss of any benefit to which Parent or any one of its Subsidiaries is entitled under under, or result in termination or give to others any provision right of termination of, any Contract binding upon Parent to which Parent, Acquirer, Merger Sub, Merger Sub II or any other Subsidiary of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affectingParent is a party, or relating in any way to, the assets or business of Parent and its Subsidiaries or (ii) result in the creation or imposition of any Lien, other than any Permitted Lien, on any asset of Parent or by which any of its Subsidiariestheir respective properties or assets are bound, exceptwith such exceptions, in the case of each of clauses (i)(B), (i)(Cb) and (ii)c) above, which have not had and as would not reasonably be expected to have, individually or in the aggregate, (x) a Parent Material Adverse Effect or (y) an effect that would prevent, materially delay or materially impair the ability of Parent to perform its obligations under this Agreement or to consummate the MergerEffect.

Non-Contravention. The execution, delivery and performance by Parent Ramius and Merger Sub Inc. Subsidiary of this Agreement and the consummation by Parent and Merger Subsidiary of the transactions contemplated hereby do not and will not (i) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (Aa) contravene, conflict with, or result in any violation or breach of any provision of the organizational documents certificate of Parent formation or limited liability company agreement of Merger Sub Inc.Subsidiary, (Bb) contravene, conflict with or with, result in a any violation or breach of any provision of the certificate of formation or limited liability company agreement of Ramius, (c) assuming compliance with the matters referred to in Section 5.03, contravene, conflict with, or result in any violation or breach of any provision of applicable Law or Order any judgment, injunction, order or decree of any Governmental Authority with competent jurisdiction, (Cd) require any consent or other action by any Person under, constitute a default or a violationdefault, or an event that, with or without notice or lapse of time or both, would constitute could become a default or a violationdefault, under or ofunder, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent Ramius or any of its Subsidiaries Merger Subsidiary is entitled under any provision of any Contract agreement or other instrument binding upon Parent Ramius or any of its Subsidiaries Merger Subsidiary, or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries Ramius or Merger Subsidiary or (iie) result in the creation or imposition of any Lien, other than any Permitted Lien, Lien on any asset of Parent Ramius or any of its Subsidiaries, Merger Subsidiary except, in the case of each of clauses (i)(Bb) through (e), (i)(C) and (ii), which have not had and for such matters as would not reasonably be expected to have, individually or in the aggregate, (x) a Parent Ramius Material Adverse Effect or (y) an effect that would prevent, materially delay or materially impair the ability of Parent to perform its obligations under this Agreement or to consummate the MergerEffect.

Non-Contravention. The execution, delivery and performance by Parent and Merger Sub Inc. the Company of this Agreement and the consummation of the transactions contemplated hereby by the Company do not and will not (i) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and4.03, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (A) contravene, conflict with, or result in any violation or breach of any provision of the organizational documents certificate of Parent incorporation or Merger Sub Inc.bylaws of the Company, (Bii) assuming the authorizations, consents and approvals referred to in Section 4.03 are obtained, contravene, conflict with or result in a violation or breach of any provision of any Law or Order or Order, (Ciii) assuming the authorizations, consents and approvals referred to in Section 4.03 are obtained, require any consent or other action by any Person under, constitute a default or a violation, or an event that, with or without notice or lapse of time or both, would constitute a default or a violation, under or of, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent the Company or any of its Subsidiaries is entitled under under, any provision of any Contract agreement or other instrument binding upon Parent the Company or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent the Company and its Subsidiaries or (iiiv) result in the creation or imposition of any Lien, other than any Permitted Lien, on any asset of Parent the Company or any of its Subsidiaries, except, in the case of each of clauses (i)(Bii), (i)(Ciii) and (iiiv), which have not had had, and would not reasonably be expected to have, individually or in the aggregate, (x) a Parent Company Material Adverse Effect or (y) an effect that would prevent, materially delay or materially impair the ability of Parent to perform its obligations under this Agreement or to consummate the MergerEffect.

Non-Contravention. The Except as set forth in Section 4.04 of the Parent Disclosure Schedule, the execution, delivery and performance by Parent and Merger Sub Inc. of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (A) contravene, conflict with, or result in any violation or breach of any provision of the organizational documents articles of incorporation or bylaws of Parent or of the certificate of incorporation or bylaws of Merger Sub Inc.Sub, (Bii) assuming compliance with the matters referred to in Section 4.03, contravene, conflict with or result in a violation or breach of any provision of any Law applicable law, statute, ordinance, rule, regulation, judgment, injunction, order or Order or decree, (Ciii) require any consent or other action by any Person under, constitute a default or a violationdefault, or an event that, with or without notice or lapse of time or both, would constitute a default or a violationdefault, under or ofunder, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or any of its Subsidiaries is entitled under any provision of any Contract agreement or other instrument binding upon Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries or (iiiv) result in the creation or imposition of any Lien, other than any Permitted Lien, Lien on any asset of Parent or any of its Subsidiaries, exceptexcept for such contraventions, conflicts and violations referred to in the case of each of clause (ii) and for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes, losses or Liens referred to in clauses (i)(B), (i)(Ciii) and (ii), which have not had and iv) that would not reasonably be expected to havenot, individually or in the aggregate, (x) reasonably be expected to have a Parent Material Adverse Effect or (y) an effect that would prevent, materially delay or materially impair the ability of Parent to perform its obligations under this Agreement or to consummate the MergerEffect.

Non-Contravention. The execution, execution and delivery and performance of this Agreement by Parent each of ITC and Merger Sub Inc. and of this the Separation Agreement by ITC, does not, and the consummation of the transactions contemplated hereby do not Transactions by ITC and Merger Sub will not (i) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (A) contravene, conflict with, or result in any violation or breach of any provision of the organizational documents of Parent or Merger Sub Inc., (B) contravene, conflict with or result in a violation or breach of any provision of any Law or Order or (C) require any consent or other action by any Person under, constitute a default or a violation, or an event that, with or without notice or lapse of time or both), would subject to obtaining the ITC Shareholder Approval and the ITC Regulatory Approvals, (i) violate or conflict with any provision of the Organizational Documents of ITC or any of its Subsidiaries, (ii) violate or conflict with any Laws or Orders applicable to ITC or its Subsidiaries or any of their respective Assets, rights or properties or (iii) violate, conflict with, or result in a breach of any provision of, or constitute a default under, or a violationtrigger any obligation to repurchase, under redeem or otherwise retire indebtedness under, or result in the termination of, loss of a benefit under, or cause accelerate the performance required by, or permit the result in a right of termination, cancellation, guaranteed payment or acceleration or other change of any right or obligation or the loss of a benefit under, or result in the creation of any benefit Security Interest upon any of the material property or Assets of ITC or any of its Subsidiaries pursuant to any provisions of any Permit or Contract to which Parent ITC or any of its Subsidiaries is entitled under any provision of any Contract binding upon Parent now a party or by which they or any of its Subsidiaries their Assets, rights or properties may be bound or have any license, franchise, permit, certificate, approval or other similar authorization affectingrights under, or relating in trigger any way to, the assets buy-sell or business of Parent and its Subsidiaries or (ii) result in the creation or imposition of any Lien, other than any Permitted Lien, on any asset of Parent or any of its Subsidiariessimilar agreements, except, in the case of each of clauses (i)(B), (i)(Cii) and (ii)iii) above for any breach, which have not had and violation, termination, loss, default, acceleration, change, conflict or Security Interest that would not reasonably be expected to have, individually or in the aggregate, (x) a Parent Material Adverse Effect or (y) an effect that would prevent, materially delay or materially impair the ability of Parent to perform its obligations under this Agreement or to consummate the MergerITC MAE.

Non-Contravention. The execution, delivery and performance by each of Parent and the Merger Sub Inc. Subs of this Agreement, the consummation by each of Parent or the Merger Subs of the Transactions and the compliance by each of Parent or the Merger Subs with any of the provisions of this Agreement and the consummation of the transactions contemplated hereby do does not and will not (i) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (Aa) contravene, conflict with, with or result in any violation or breach of any provision of the certificate of incorporation or bylaws (or comparable organizational documents documents) of Parent or the Merger Sub Inc.Subs, (Bb) assuming the Governmental Permits referred to in Section 5.03 have been obtained or made, any applicable waiting periods referred to therein have terminated or expired and any condition precedent to any such Governmental Permit has been satisfied or waived, contravene, conflict with or result in a violation or breach of any provision of any Applicable Law or Order or (Cc) assuming compliance with the matters referred to in Section 5.03, require any consent or other action by any Person under, constitute a default or a violationdefault, or constitute an event that, with or without notice or lapse of time or both, would constitute a default or a violationdefault, under or ofunder, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or any of its Subsidiaries is entitled under any provision of any Contract binding upon Parent or any of its Subsidiaries or any licenseContract, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries or (ii) result in the creation or imposition of any Lien, other than any Permitted Lien, on any asset of Parent or any of its Subsidiaries, except, except in the case of each of clauses (i)(B), (i)(Cb) and (ii)c) above, which have not had and any such violation, breach, default, right, termination, amendment, acceleration, cancellation or loss that would not reasonably be expected to havenot, individually or in the aggregate, (x) a Parent Material Adverse Effect or (y) an effect that would prevent, materially delay or materially impair or delay the ability of Parent to perform its obligations under this Agreement or the Merger Subs to consummate the MergerTransactions.

Non-Contravention. The execution, delivery delivery, and performance of this Agreement by Parent and Merger Sub Inc. of this Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby by this Agreement, including the Debt Financing, do not and will not not: (i) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (A) contravene, contravene or conflict with, or result in any violation or breach of, the certificate of any provision incorporation, articles of the organizational documents incorporation or bylaws of Parent or Merger Sub Inc., Sub; (Bii) contraveneassuming that all of the Consents contemplated by clauses (i) through (v) of Section 4.02(c) have been obtained or made, conflict with or violate any Law applicable to Parent or Merger Sub or any of their respective properties or assets; (iii) result in a violation or any breach of any provision of any Law or Order or (C) require any consent or other action by any Person under, constitute a default or a violation, (or an event that, that with or without notice or lapse of time or bothboth would become a default) under, would constitute a default result in Parent’s or a violation, under or of, or cause or permit the termination, cancellation, acceleration or other change any of any right or obligation or the its Subsidiaries’ loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is entitled under any provision a party or otherwise bound as of any Contract binding upon Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries date hereof; or (iiiv) result in the creation or imposition of any Lien, a Lien (other than any Permitted Lien, Liens) on any asset of the properties or assets of Parent or any of its Subsidiaries, except, in the case of each of clauses (i)(Bii), (i)(C) iii), and (iiiv), which have not had and for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would not reasonably be expected to have, individually or in the aggregate, (x) a Parent Material Adverse Effect or (y) an material adverse effect that would prevent, materially delay or materially impair the on Parent’s and Merger Sub’s ability of Parent to perform its obligations under this Agreement or to consummate the Mergertransactions contemplated by this Agreement.

Non-Contravention. The execution, delivery and performance by Parent IDC and Merger Sub Inc. Acquisition Subsidiary of this Agreement and the consummation by IDC and Acquisition Subsidiary of the transactions contemplated hereby Transactions do not and will not not: (i) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (A) contravene, conflict with, or result in any violation or breach of any provision of the organizational documents certificate of Parent incorporation, bylaws, stockholders agreement or Merger Sub Inc.other governing instrument of IDC or Acquisition Subsidiary; (ii) assuming compliance with the matters referred to in Section 5.3, (B) contravene, conflict with or result in a violation or breach of any provision of any Law applicable law, statute, ordinance, rule, regulation, judgment, injunction, order, or Order or decree; (Ciii) require any consent or other action by any Person under, constitute a default or a violation, (or an event that, with or without notice or lapse of time or both, would constitute a default or a violation, under or ofdefault) under, or cause or permit the termination, cancellation, acceleration acceleration, triggering or other change of any right or obligation or the loss of any benefit to which Parent IDC or any Acquisition Subsidiary is entitled, except as set forth on Schedule 5.4 of its Subsidiaries is entitled the IDC Disclosure Schedules, under (A) any provision of any Contract agreement or other instrument binding upon Parent IDC or any of its Subsidiaries Acquisition Subsidiary, or (B) any license, franchise, permit, certificate, approval or other similar authorization held by, or affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries of, IDC or Acquisition Subsidiary; or (iiiv) result in the creation or imposition of any Lien, other than any Permitted Lien, Lien on any asset of Parent IDC or any of its SubsidiariesAcquisition Subsidiary, except, other than such exceptions in the case of each of clauses (i)(B), ii) through (i)(Civ) and (ii), which have not had and as would not reasonably be expected to havenot, individually or in the aggregate, (x) be reasonably expected to have a Parent IDC Material Adverse Effect or (y) an effect that would prevent, to materially impact or delay or materially impair the ability of Parent to perform its obligations under this Agreement IDC or Acquisition Subsidiary to consummate the MergerTransactions.

Non-Contravention. The execution, delivery and performance by Parent and Merger Sub Inc. of this Agreement and the Statutory Merger Agreement by Parent, Acquisition Sub and their respective Affiliates and the consummation by Parent, Acquisition Sub and their respective Affiliates of the transactions contemplated hereby Transactions do not and will not (i) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation accuracy of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, representations and warranties made in Section 3.5 and Section 3.7): (Aa) contravene, contravene or conflict with, or result in any violation or breach of of, any provision of the organizational documents of Parent Parent, Acquisition Sub or Merger Sub Inc.their respective Affiliates, as in effect on the date of this Agreement; (Bb) contravenecontravene or conflict with, conflict with or result in a any violation or breach of, any Laws or Orders applicable to Parent or any of its Affiliates or by which any provision assets of Parent or any Law of its Affiliates (“Parent Assets”) are bound, assuming that all consents, approvals, authorizations, filings and notifications described in Section 4.7 have been obtained or Order made or, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect; (Cc) require result in any consent violation or other action by any Person underbreach of, or constitute a default or a violation, or an event that, (with or without notice or lapse of time or both) under, would constitute a default or a violation, under or of, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit Contracts to which Parent or any of its Subsidiaries Affiliates is entitled under a party or by which any provision of any Contract binding upon Parent or any of its Subsidiaries or any licenseAssets are bound (collectively, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of “Parent and its Subsidiaries or (ii) result in the creation or imposition of any Lien, other than any Permitted Lien, on any asset of Parent or any of its Subsidiaries, except, in the case of each of clauses (i)(BContracts”), (i)(C) and (ii), which have not had and except as would not reasonably be expected to havenot, individually or in the aggregate, (x) reasonably be expected to have a Parent Material Adverse Effect Effect; or (d) require any consent, approval or (y) an effect that other authorization of, or filing with or notification to, any Person under any Parent Contracts, except as would preventnot, materially delay individually or materially impair in the ability of aggregate, reasonably be expected to have a Parent to perform its obligations under this Agreement or to consummate the Merger.Material Adverse Effect;

Non-Contravention. The Except as set forth on Section 4.04 of the Company Disclosure Letter, the execution, delivery and performance by Parent and Merger Sub Inc. the Company of this Agreement and the consummation of the transactions contemplated hereby Merger by the Company do not and will not (i) not, assuming the authorizations, consents and approvals referred to in clauses Section 4.03 are obtained, (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (A) contravene, conflict with, or result in any violation or breach of any provision of the organizational documents certificate of Parent incorporation or Merger Sub Inc.bylaws of the Company, (Bii) contravene, conflict with or result in a violation or breach of any provision of (A) any Law or Order (B) any order, writ, decree, consent decree, judgment, award, injunction, settlement or stipulation issued, promulgated, made, rendered or entered into by or with any Governmental Authority (Cin each case, whether temporary, preliminary or permanent) (any of the foregoing described by clause (B), an “Order”), (iii) require any consent or other action by any Person under, constitute a default or a violation, or an event that, with or without notice or lapse of time or both, would constitute a default or a violation, under or of, or cause or permit the termination, cancellation, cancellation or acceleration or other change of any right or obligation or the loss of any benefit to which Parent or any of its Subsidiaries is entitled under under, any provision of any Contract agreement, arrangement, contract, understanding, instrument, note, bond, mortgage, indenture, deed of trust, lease, license or other commitment, whether written or oral (a “Contract”) binding upon Parent the Company or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent the Company and its Subsidiaries or (iiiv) result in the creation or imposition of any Lien, other than any Permitted Lien, on any asset of Parent the Company or any of its Subsidiaries, except, in the case of each of clauses (i)(Bii), (i)(Ciii) and (iiiv), which have not had had, and would not reasonably be expected to have, individually or in the aggregate, (x) a Parent Company Material Adverse Effect or (y) an effect that would prevent, materially delay or materially impair the ability of Parent to perform its obligations under this Agreement or to consummate the MergerEffect.

Non-Contravention. The execution, delivery and performance by each of Parent and Merger Sub Inc. of this Agreement and any Ancillary Agreements to which such Person is or is specified to be a party, and the consummation of the transactions contemplated hereby Transactions to which it is a party, do not and will not (i) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (A) contravene, conflict with, or result in any violation or breach of any provision of the organizational documents of Parent or Merger Sub Inc.Organizational Documents, (Bii) assuming compliance with the matters referred to in ‎Section 5.03 and receipt of the Parent Stockholder Approval, contravene, conflict with or result in a any violation or breach of any provision of any Law or Order or Applicable Law, (Ciii) assuming compliance with the matters referred to in ‎Section 5.03 and receipt of the Parent Stockholder Approval, require any consent Consent or other action by any Person under, constitute a default or a violationdefault, or an event that, with or without notice or lapse of time or both, would constitute a default or a violationdefault, under or ofunder, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or any of its Subsidiaries is entitled under under, any provision of any Contract binding upon Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization governmental Consents (including Consents required by Contract) affecting, or relating in any way to, the assets or business of Parent and or any of its Subsidiaries or any of its or their respective assets or businesses, or (iiiv) result in the creation or imposition of any Lien, other than any Permitted Lien, Lien on any asset of Parent or any of its Subsidiaries, exceptwith such exceptions, in the case of each of clauses (i)(Bii) through (iv), (i)(C) and (ii), which have as has not had and would not reasonably be expected to have, individually or in the aggregate, (x) a Parent Material Adverse Effect or (y) an effect that would prevent, materially delay or materially impair the ability of Parent to perform its obligations under this Agreement or to consummate the MergerEffect.

Non-Contravention. (a) The execution, delivery and performance by Parent and Merger Sub Inc. of this Agreement and the consummation by Parent of the transactions contemplated hereby and the execution, delivery and performance by the Parent Bank of the Bank Merger Agreement and the consummation of the transactions contemplated hereby thereby, do not and will not (i) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (A) contravene, conflict with, or result in any violation or breach of any provision of the organizational documents certificate of incorporation or bylaws of Parent or Merger Sub Inc.Parent Bank, (Bii) assuming compliance with the matters referred to in Section 6.03, contravene, conflict with or result in a violation or breach of any provision of any Law or Order or law, (Ciii) assuming compliance with the matters referred to in Section 6.03 require any consent or other action by any Person under, constitute a default or a violationdefault, or an event that, with or without notice or lapse of time or both, would constitute could become a default or a violationdefault, under or ofunder, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or any of its Subsidiaries is entitled under any provision of any Contract agreement or other instrument binding upon Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of the Parent and its Subsidiaries or (iiiv) result in the creation or imposition of any Lien, other than any Permitted Lien, Lien on any asset of the Parent or any of its Subsidiaries, exceptexcept for such contraventions, conflicts and violations referred to in the case of each of clause (ii) and for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes, losses or Liens referred to in clauses (i)(B), (i)(Ciii) and (ii), which have not had and iv) that would not be reasonably be expected to have, individually or in the aggregate, (x) a Parent Material Adverse Effect or on Parent. (yb) an effect that would preventAs of the date hereof, materially delay or materially impair Parent knows of no reason why the ability opinion of Parent tax counsel referred to perform its obligations under this Agreement or to consummate the Mergerin Section 10.02(d) should not be obtained on a timely basis.

Non-Contravention. (a) The execution, delivery and performance by Parent Parent, Infiniti, Holdco and Merger Sub Inc. of this Agreement and the consummation by Parent, Infiniti, Holdco and Merger Sub of the transactions contemplated hereby Transactions do not and will not (i) not, assuming the authorizations, consents and approvals referred to in clauses Section 4.03 are obtained, (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (A) contravene, conflict with, or result in any violation or breach of any provision of the organizational documents of Parent Parent, Infiniti, Holdco or Merger Sub Inc.Sub, (Bii) contravene, conflict with or result in a violation or breach of any provision of any applicable Law or Order or Order, (Ciii) require any consent or other action by any Person under, constitute a default or a violation, or an event that, with or without notice or lapse of time or both, would constitute a default or a violation, under or of, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent Parent, Infiniti or any of its their respective Subsidiaries is entitled under under, any provision of any Contract agreement or other instrument binding upon Parent Parent, Infiniti or any of its their respective Subsidiaries or any governmental license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent Parent, Infiniti and its Subsidiaries their respective Subsidiaries, or (iiiv) result in the creation or imposition of any Lien, other than any Permitted Lien, on any asset of Parent Parent, Infiniti or any of its their respective Subsidiaries, except, in the case of each of clauses (i)(Bii), (i)(Ciii) and (iiiv), which have not had had, and would not reasonably be expected to have, individually or in the aggregate, (x) a Parent Material Adverse Effect or a Material Adverse Effect (as defined in the Investment Agreement) or (y) an effect that would prevent, materially delay or materially impair the ability of Parent Parent, Infiniti, Holdco or Merger Sub to perform its obligations under this Agreement or to consummate the Merger. (b) Subject to the filing of the Certificate of Merger and the Parent Charter with the Secretary of State of the State of Delaware and the receipt of the Infiniti Stockholder Approval, the execution, delivery and performance of the Investment Documents by Infiniti and the issuance and sale of the Investment Securities will not (i) conflict with, contravene or result in any breach or violation of (A) any of the terms and provisions of, or constitute a default under any of its Certificates of Incorporation or Bylaws, or (B) any provision of any applicable Law or Order, or (ii) conflict with, or constitute a default (or an event that with or without notice or lapse of time or both would become a default) under, result in the creation or imposition of any Lien, other than an Infiniti Permitted Lien, or other adverse claim upon any of the properties or assets of Infiniti or any of its Subsidiaries, require any consent or other action by any Person under, or cause, permit or give to others any rights of termination, amendment, acceleration, cancellation (with or without notice, lapse of time or both) or other change of any right or obligation or the loss of any benefit to which Infiniti or any of its Subsidiaries is entitled under, any provision of any agreement or other instrument binding upon Infiniti or any of its Subsidiaries or any governmental license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Infiniti or any of its Subsidiaries, except, in the case of each of clauses (i)(B) and (ii), which have not had and would not reasonably be expected to have an Infiniti Material Adverse Effect, individually or in the aggregate.

Non-Contravention. The execution, delivery and performance of the Transaction Agreements, as applicable, by each of Parent and Merger Acquisition Sub Inc. of this Agreement and the consummation of the transactions contemplated hereby do does not and will not (ia) conflict with or violate its certificate of incorporation or by-laws or comparable governing documents, (b) conflict with or violate the governing documents of any other Subsidiary of Parent, (c) assuming the authorizationsthat all consents, consents approvals and approvals referred to in clauses (i) through (iv) of authorizations contemplated by Section 5.3 are 5.4 have been obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (A) contravene, conflict with, or result in any violation or breach of any provision of the organizational documents of Parent or Merger Sub Inc., (B) contraveneand all filings described therein have been made, conflict with or violate any Law applicable to Parent, Acquisition Sub or any of their Subsidiaries or by which it or any of its properties are bound or (d) result in a any breach or violation of or breach of any provision of any Law or Order or (C) require any consent or other action by any Person under, constitute a default or a violation, (or an event that, which with or without notice or lapse of time or both, both would constitute become a default default) or result in the loss of a violation, under or ofbenefit under, or cause or permit the give rise to any right of termination, cancellation, recapture, amendment or acceleration of, or performance under, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit or other change of any right instrument or obligation or the loss of any benefit to which Parent Parent, Acquisition Sub or any of its their Subsidiaries is entitled under any provision of any Contract binding upon Parent a party or by which Parent, Acquisition Sub or any of its their Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries or (ii) result in the creation or imposition of any Lien, other than any Permitted Lien, on any asset of Parent or any of its Subsidiariestheir properties are bound, except, in the case of each of clauses (i)(Bb), (i)(C) c), and (ii)d) of this Section 5.3 for any such conflict, violation, breach, default, loss, right or other occurrence which have not had and would not (i) prevent or materially delay the consummation of the transactions contemplated by the Transaction Agreements, or (ii) reasonably be expected to have, individually or in the aggregate, (x) a Parent Material Adverse Effect or (y) an effect that would prevent, materially delay or materially impair the ability of Parent to perform its obligations under this Agreement or to consummate the MergerEffect.

Non-Contravention. The execution, delivery and performance by Parent Xxxxxx and Merger Xxxxxx Sub Inc. of this Agreement and the consummation by Xxxxxx and Merger Sub of the transactions contemplated hereby do not and will not (i) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (Aa) contravene, conflict with, or result in any violation or breach of any provision of the organizational documents of Parent or Merger Sub Inc.Sub, (Bb) assuming compliance with the matters referred to in Section 5.03, contravene, conflict with with, or result in a violation or breach of any provision of any Applicable Law or Order (c) assuming compliance with the matters referred to in Section 5.03, require payment or (C) require notice to, or any consent or other action by any Person under, constitute a default breach or a violationdefault, or an event that, with or without notice or lapse of time or both, would constitute a default violation or a violation, under or breach of, or cause or permit the give rise to any right of termination, suspension, cancellation, acceleration acceleration, payment or any other change of any right rights or obligation obligations of Parent or any of its Subsidiaries, or the loss of any benefit to which Parent or any of its Subsidiaries is entitled under any provision of any Contract binding upon on Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization Permit affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries or (iid) result in the creation or imposition of any Lien, other than any Permitted Lien, Lien on any asset of Parent or any of its Subsidiaries, except, in the case of each of clauses (i)(Bb) through (d), (i)(C) and (ii), which as have not had and would not reasonably be expected to have, individually or in the aggregate, (x) a Parent Material Adverse Effect or (y) an effect that would prevent, materially delay or materially impair the ability of Parent to perform its obligations under this Agreement or to consummate the MergerEffect.

Non-Contravention. The execution, delivery and performance by Parent each of Alleghany and Merger Sub Inc. of this Agreement do not, and the consummation of the transactions to which it is a party contemplated hereby do not and will not (i) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Datenot, (Aa) contravene, violate or conflict with, with or result in any violation or breach of any provision of the organizational documents Organizational Documents of Parent Alleghany or Merger Sub Inc.any of its Subsidiaries; (b) assuming receipt of the Alleghany Requisite Stockholder Vote and compliance with the matters referred to in Section 3.4 and Section 4.4 (and assuming the accuracy and completeness of Section 4.4(e)), violate or conflict with any provision of any applicable Law; (Bc) contravene, violate or conflict with or result in a violation any breach or breach of any provision of any Law or Order or (C) require any consent or other action by any Person under, constitute a default or a violationdefault, or an event that, with or without notice or lapse of time or both, would constitute a default or a violation, under or ofunder, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent Alleghany or any of its Subsidiaries is entitled under any provision of any Contract binding upon Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affectingentitled, or relating in require consent by any way toPerson under, the assets any loan or business of Parent and its Subsidiaries credit agreement, note, mortgage, indenture, lease, Alleghany Benefit Plan, or Alleghany Material Contract; or (iid) subject to the receipt of the Alleghany Insurance Approvals (and assuming the accuracy and completeness of Section 4.4(e)), result in the creation or imposition of any Lien, Lien (other than any Permitted Lien, Liens) on any asset of Parent Alleghany or any of its Subsidiaries, except, except in the case of each of clauses clause (i)(Bb), (i)(Cc) and or (iid), which have not had and as would not reasonably be expected to havenot, individually or in the aggregate, (x) a Parent reasonably be expected to have an Alleghany Material Adverse Effect or (y) an effect that would prevent, prevent or materially delay or materially impair the ability consummation of Parent to perform its obligations under the transactions contemplated by this Agreement or to consummate the MergerAgreement.

Non-Contravention. The execution, delivery and performance by Parent and Merger Sub Inc. Subsidiary of this Agreement and the consummation by Parent and Merger Subsidiary of the transactions contemplated hereby do not and will not (i) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (Aa) contravene, conflict with, or result in any violation or breach of any provision of the organizational documents certificate of incorporation or bylaws of Parent or Merger Sub Inc.Subsidiary, (Bb) assuming compliance with the matters referred to in Section 5.03, contravene, conflict with or result in a violation or breach of any provision of any Law or Order or Applicable Law, (Cc) assuming compliance with the matters referred to in Section 5.03, require any consent or other action by any Person under, constitute a default or a violationdefault, or an event that, with or without notice or lapse of time or both, would constitute a default or a violationdefault, under or ofunder, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or any of its Subsidiaries is entitled under any provision of any Contract agreement or other instrument not otherwise terminable by the other party thereto on 120 days’ or less notice without any penalty or payment binding upon Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of the Parent and its Subsidiaries or (iid) result in the creation or imposition of any Lien, other than any Permitted Lien, Lien on any asset of the Parent or any of its Subsidiaries, exceptwith only such exceptions, in the case of each of clauses (i)(Bb) through (d), (i)(C) and (ii), which have not had and as would not reasonably be expected to have, individually or in the aggregate, (x) a Parent Material Adverse Effect on Parent or (y) an effect that would prevent, materially delay prevent or materially impair impede, interfere with, hinder or delay the ability consummation of Parent to perform its obligations under this Agreement or to consummate the Merger.

Non-Contravention. The execution, delivery and performance by Parent Buyer and Merger Sub Inc. Acquisition Subsidiary of this Agreement and the Ancillary Agreements and the consummation by Buyer and Acquisition Subsidiary of the transactions contemplated hereby and thereby do not and will not (i) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (A) contravene, conflict with, or result in any violation or breach of any provision of the organizational documents certificate of Parent incorporation or Merger Sub Inc.bylaws of Buyer or Acquisition Subsidiary, (Bii) assuming compliance with the matters referred to in Section 4.03, contravene, conflict with or result in a violation or breach of any provision of any Law law, rule, regulation, judgment, injunction, order or Order or decree, (Ciii) require any consent or other action by any Person under, constitute a default or a violation, or an event that, with or without notice or lapse of time or both, would constitute a default or a violation, under or ofunder, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent Buyer or any of its Subsidiaries is entitled under any provision of any Contract agreement or other instrument binding upon Parent Buyer or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent Buyer and its Subsidiaries or (iiiv) result in the creation or imposition of any Lien, other than any Permitted Lien, Lien on any asset of Parent Buyer or any of its Subsidiaries, except, in the case of each of clauses (i)(B), (i)(C) and (ii), which have not had (iii) and (iv), for such contraventions, conflicts, violations, failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes, losses or Liens that would not be reasonably be expected to have, individually or in the aggregate, (x) a Parent Buyer Material Adverse Effect or (y) an effect that would prevent, materially delay or materially impair the ability of Parent to perform its obligations under this Agreement or to consummate the MergerEffect.

Non-Contravention. The executionSubject to the receipt of the Parent Stockholder Approval, the filing of the Certificates of Merger, Certificate of Conversion and the filings pursuant to the HSR Act and as set forth on Section 5.7(a) of the Company Disclosure Schedule, neither the execution and delivery and performance by Parent and Merger Sub Inc. of this Agreement and nor the consummation of the transactions contemplated hereby do not and will not (i) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (A) contravene, conflict with, or result in any violation or breach of any provision of the organizational documents of Parent or Merger Sub Inc., (B) contravene, conflict with or result in a violation or breach of any provision of any Law or Order or (C) require any consent or other action by any Person under, constitute a default or a violation, or an event that, with or without notice or lapse of time or both, would constitute a default or a violation, under or of, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or any of its Subsidiaries is entitled under will: (a) conflict with or result in any breach of any material provision of any Contract binding upon Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries or (ii) result in the creation or imposition of any Lien, other than any Permitted Lien, on any asset Organizational Documents of Parent or any of its Subsidiaries; (b) require any material filing with, exceptor the obtaining of any material consent or approval of, any Governmental Entity; (c) result in a material violation of or a material default (or give rise to any right of termination, cancellation, or acceleration of material rights) under, any of the terms, conditions or provisions of any Parent Material Contract or Parent Material Lease (in each case, whether with or without the giving of notice, the passage of time or both); (d) result in the case creation of each any Lien (other than Permitted Liens) upon any of the properties or assets of Parent or any of its Subsidiaries; or (e) violate in any material respect any Law, Order, or Lien applicable to Parent or any of its Subsidiaries, excluding from the foregoing clauses (i)(Bb), (i)(Cc), (d) and (iie), which such requirements, violations or defaults that have not had and would not reasonably be expected to have, individually or in the aggregate, (x) a Parent Material Adverse Effect or (y) an effect that would prevent, materially delay or materially impair the ability of Parent to perform its obligations under this Agreement or to consummate the MergerEffect.

Non-Contravention. The execution, delivery and performance of this Agreement by Parent and Merger Sub Inc. of this Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby by this Agreement do not and will not (i) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (A) contravene, contravene or conflict with, or result in any violation or breach of of, any provision of the organizational documents of either Parent or Merger Sub; (ii) contravene or conflict with, or result in any violation or breach of, any Laws or Orders applicable to Parent or Merger Sub Inc.or any of its Subsidiaries or by which any assets of Parent or Merger Sub or any of their respective Subsidiaries (“Parent Assets”) are bound (assuming that all consents, approvals, authorizations, filings and notifications described in this Section 4.5 have been obtained or made); (Biii) contravene, conflict with or result in a any violation or breach of any provision or loss of any Law or Order or (C) require any consent or other action by any Person a benefit under, or constitute a default or a violation, or an event that, (with or without notice or lapse of time or both) under, would constitute any Contract, arrangement, commitment, agreement, license, permit, bond, mortgage, indenture or understanding (whether written or oral) which is a default “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement (a “Parent Contract”); (iv) require any consent, approval or a violation, under or other authorization of, or cause filing with or permit the notification to, any Person under any Parent Contract; (v) give rise to any termination, cancellation, amendment, modification or acceleration or other change of any right rights or obligation or the loss of any benefit to which Parent or any of its Subsidiaries is entitled obligations under any provision of Parent Contracts, including any Contract binding upon Parent obligation to purchase, license or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the sell assets or business of Parent and its Subsidiaries securities; or (iivi) result in cause the creation or imposition of any Lien, other than any Permitted Lien, Liens on any asset of Parent or any of its SubsidiariesAssets, except, in the case of each cases of clauses (i)(Bii) through (vi), (i)(C) and (ii), which have not had and as would not reasonably be expected to havenot, individually or in the aggregate, (x) a Parent reasonably be expected to have an Acquiror Material Adverse Effect or (y) an effect that would prevent, materially delay or materially impair the ability of Parent to perform its obligations under this Agreement or to consummate the MergerEffect.

Non-Contravention. The execution, delivery and performance by Parent each of Parent, Merger Sub 1 and Merger Sub Inc. 2 of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (A) contravene, conflict with, or result in any violation or breach of any provision of the organizational documents of Parent or Merger Sub Inc.Organizational Documents, (Bii) assuming compliance with the matters referred to in Section 5.03 and receipt of the Parent Stockholder Approval, contravene, conflict with or result in a any violation or breach of any provision of any Law or Order or Applicable Law, (Ciii) assuming compliance with the matters referred to in Section 5.03 and receipt of the Parent Stockholder Approval, require any consent Consent or other action by any Person under, constitute a default or a violationdefault, or an event that, with or without notice or lapse of time or both, would constitute a default or a violationdefault, under or ofunder, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or any of its Subsidiaries is entitled under under, any provision of any Contract binding upon Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization governmental Consents (including Consents required by Contract) affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries Subsidiaries, or (iiiv) result in the creation or imposition of any Lien, other than any Permitted Lien, Lien on any asset of Parent or any of its Subsidiaries, exceptwith such exceptions, in the case of each of clauses (i)(Bii) through (iv), (i)(C) and (ii), which have as has not had and would not reasonably be expected to have, individually or in the aggregate, (x) a Parent Material Adverse Effect or (y) an effect that would prevent, materially delay or materially impair the ability of Parent to perform its obligations under this Agreement or to consummate the MergerEffect.

Non-Contravention. The executionexecution and delivery of this Agreement by the Company do not and, delivery and subject to obtaining stockholder adoption of this Agreement, performance by Parent and Merger Sub Inc. the Company of this Agreement and the consummation of the transactions contemplated hereby do not and Transactions will not (i) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (Aa) contravene, conflict with, or result in any violation or breach of any provision of the certificate of incorporation or by-laws of the Company or similar organizational documents of Parent or Merger Sub Inc.any of its Subsidiaries or, to the Knowledge of the Company, TNI Partners, (Bb) assuming compliance with the matters referred to in Section 4.04, contravene, conflict with with, or result in a violation or breach of any provision of any Law applicable law, regulation, judgment, injunction, order or Order or decree, (Cc) require any consent or other action by any Person under, constitute a default or a violation, or an event that, with or without notice or lapse of time or both, would constitute a default or a violation, under or ofunder, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent the Company or any of its Subsidiaries or, to the Knowledge of the Company, TNI Partners is entitled under any provision of any Contract agreement or other instrument binding upon Parent the Company or any of its Subsidiaries or TNI Partners or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent the Company and its Subsidiaries and TNI Partners or (iid) result in the creation or imposition of any Lien, other than any Permitted Lien, Lien on any asset of Parent the Company or any of its SubsidiariesSubsidiaries or, to the Knowledge of the Company, TNI Partners, except, in the case of each of clauses (i)(Bb), (i)(Cc) and (iid), which have not had and for such matters as would not reasonably be expected to havenot, individually or in the aggregate, (x) reasonably be expected to have a Parent Material Adverse Effect or (y) an effect that would prevent, materially delay or materially impair on the ability of Parent to perform its obligations under this Agreement or to consummate the MergerCompany.

Non-Contravention. The execution, delivery and performance by Parent and Merger Sub Inc. Subsidiary of this Agreement Agreement, and by Parent of the Option Agreements, and the consummation by Parent and Merger Subsidiary of the transactions contemplated hereby and thereby do not and will not (i) not, assuming compliance with the authorizations, consents and approvals matters referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing DateSections 4.2 and 4.3, (Aa) contravene, contravene or conflict with, with the certificate of incorporation or result in any violation or breach of any provision of the organizational documents by-laws of Parent or Merger Sub Inc.Subsidiary, (Bb) contravene, contravene or conflict with or result in constitute a violation or breach of any provision of any Law law, regulation, judgment, injunction, order or Order decree binding upon or applicable to Parent or any of its Subsidiaries, (Cc) require any consent or other action by any Person under, constitute a default or a violation, or an event that, with or without notice or lapse of time or both, would constitute a default or a violation, under or of, or cause or permit the give rise to any right of termination, cancellation, cancellation or acceleration or other change of any right or obligation of Parent or the any of its Subsidiaries or to a loss of any benefit to which Parent or any of its Subsidiaries is entitled under any provision of any Contract agreement, contract or other instrument binding upon Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval permit or other similar authorization affecting, held by Parent or relating in any way to, the assets or business of Parent and its Subsidiaries or (iid) result in the creation or imposition of any Lien, other than any Permitted Lien, Lien on any asset of Parent or any of its Subsidiaries, exceptexcept for such contraventions, conflicts or violations referred to in the case clause (b) or defaults, rights of each of clauses termination, cancellation or acceleration, or losses or Liens referred to in clause (i)(B), c) or (i)(Cd) and (ii), which have not had and that would not reasonably be expected to havenot, individually or in the aggregate, (x) have, or be reasonably likely to have, a Parent Material Adverse Effect or (y) an effect on Parent. Neither Parent nor any Subsidiary of Parent is a party to any agreement that would prevent, materially delay or materially impair expressly limits the ability of Parent or any Subsidiary of Parent to perform its obligations under this Agreement compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of time except to consummate the Mergerextent that any such limitation, individually or in the aggregate, would not have, or be reasonably likely to have, a Material Adverse Effect on Parent.

Non-Contravention. The executionexecution and delivery by Parent and Merger Sub of this Agreement, delivery and the performance by Parent and Merger Sub Inc. of this Agreement their respective covenants and obligations hereunder, the compliance by Parent and Merger Sub with the provisions hereof and the consummation by Parent and Merger Sub of the transactions contemplated hereby hereby, including the Financing, do not and will not (ia) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, violate or conflict with respect to consummation any provision of the transactions contemplated hereunder, other than any consents obtain by the Closing DateConstitutional Documents of Parent or Merger Sub, (Ab) contraveneviolate, conflict with, or result in any violation the breach of, or breach of any provision of the organizational documents of Parent or Merger Sub Inc., (B) contravene, conflict with or result in a violation or breach of any provision of any Law or Order or (C) require any consent or other action by any Person under, constitute a default or a violation, (or an event that, which with or without notice or lapse of time or bothboth would become a default) under, would constitute a default or a violation, under or result in the termination of, accelerate the performance required by, or cause result in a right of termination or permit acceleration under, any of the terminationterms, cancellationconditions or provisions of any note, acceleration bond, mortgage, indenture, lease, license, contract, agreement or other change of any right instrument or obligation or the loss of any benefit to which Parent or any of its Subsidiaries Merger Sub is entitled under any provision of any Contract binding upon Parent a party or by which Parent, Merger Sub or any of its Subsidiaries their properties or assets may be bound, (c) assuming the Consents referred to in Section 4.5 are obtained or made, and, in the case of the consummation of the Merger, subject to obtaining the Parent Stockholder Approval, violate or conflict with any license, franchise, permit, certificate, approval Law or other similar authorization affecting, Order applicable to Parent or relating in Merger Sub or by which any way to, the of their properties or assets or business of Parent and its Subsidiaries are bound or (iid) result in the creation or imposition of any Lien, Lien (other than Permitted Liens) upon any Permitted Lien, on any asset of the properties or assets of Parent or any of its SubsidiariesMerger Sub, except, except in the case of each of clauses (i)(Bb), (i)(Cc) and (ii)d) above, for such violations, conflicts, defaults, terminations, accelerations or Liens which have not had and would not reasonably be expected to have, individually or in the aggregate, (x) a Parent Material Adverse Effect or (y) an effect that would prevent, materially delay or materially impair the ability of Parent to perform its obligations under this Agreement or to consummate the MergerEffect.

Non-Contravention. The execution, delivery delivery, and performance of this Agreement by Parent Pxxxxx and Merger Sub Inc. of this Agreement and the consummation by Pxxxxx and Merger Sub of the transactions contemplated hereby by this Agreement, do not and will not not: (i) assuming subject to obtaining the authorizationsRequested Parent Vote, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (A) contravene, contravene or conflict with, or result in any violation or breach of any provision of of, the organizational documents Charter Documents of Parent or Merger Sub Inc.Sub; (ii) assuming that all of the Consents contemplated by clauses (i) through (v) of Section 4.03(c) have been obtained or made, (B) contraveneand in the case of the consummation of the Merger, obtaining the Requisite Parent Vote, conflict with or violate any Law applicable to Parent or Merger Sub or any of their respective properties or assets; (iii) result in a violation or any breach of any provision of any Law or Order or (C) require any consent or other action by any Person under, constitute a default or a violation, (or an event that, that with or without notice or lapse of time or bothboth would become a default) under, would constitute a default result in Parent’s or a violation, under or of, or cause or permit the termination, cancellation, acceleration or other change any of any right or obligation or the its Subsidiaries’ loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is entitled under any provision a party or otherwise bound as of any Contract binding upon Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries date hereof; or (iiiv) result in the creation or imposition of any Lien, a Lien (other than any Permitted Lien, Liens) on any asset of the properties or assets of Parent or any of its Subsidiaries, ; except, in the case of each of clauses (i)(Bii), (i)(C) iii), and (iiiv), which have not had and for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would not reasonably be expected to have, individually or in the aggregate, (x) a Parent Material Adverse Effect or (y) an effect that would prevent, materially delay or materially impair the ability of Parent to perform its obligations under this Agreement or to consummate the MergerEffect.

Non-Contravention. The execution, delivery and performance by Parent and Merger Sub Inc. Subsidiary of this Agreement and the consummation by Parent and Merger Subsidiary of the transactions contemplated hereby do not and will not (i) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (Aa) contravene, conflict with, or result in any violation or breach of any provision of the organizational documents partnership agreement of Parent or certificate of incorporation or bylaws of Merger Sub Inc.Subsidiary, respectively, (Bb) assuming compliance with the matters referred to in Section 5.04, contravene, conflict with with, or result in a violation or breach of any provision of any Applicable Law or Order or (Cc) assuming compliance with the matters referred to in Section 5.04, require any consent or other action by any Person under, constitute a default or a violationdefault, or an event that, with or without notice or lapse of time or both, would constitute a default or a violationdefault, under or ofunder, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or any of its Subsidiaries is entitled under any provision of any Contract agreement or other instrument binding upon Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of the Parent and its Subsidiaries or (iid) result in the creation or imposition of any Lien, other than any Permitted Lien, Lien on any asset of the Parent or any of its Subsidiaries, exceptwith only such exceptions, in the case of each of clauses (i)(Bb) through (d), (i)(C) and (ii), which have not had and as would not reasonably be expected to have, individually or in the aggregate, (x) a Parent Material Adverse Effect or (y) an effect that would prevent, materially delay or materially impair the ability of Parent to perform its obligations under this Agreement or to consummate the Mergeron Parent.

Non-Contravention. The Except as set forth on Section 5.04 of the Parent Disclosure Schedule, the execution, delivery and performance by Parent and each of Parent, Merger Sub Inc. and Second Merger Sub of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (A) contravene, conflict with, or result in any violation or breach of any provision of the certificate of incorporation or bylaws (or comparable organizational documents documents) of Parent or Parent, Merger Sub Inc.and Second Merger Sub, (Bii) assuming compliance with the matters referred to in Section 5.03, contravene, conflict with or result in a material violation or material breach of any provision of any Applicable Law or Order or or, (Ciii) assuming compliance with the matters referred to in Section 5.03, require any consent or other action by any Person under, constitute a default or a violationdefault, or an event that, with or without notice or lapse of time or both, would constitute a default or a violationdefault, under or ofunder, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or any of its Subsidiaries is entitled under any provision of any Parent Material Contract binding upon Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries or (ii) result in the creation or imposition of any Lien, other than any Permitted Lien, on any asset of Parent or any of its Subsidiaries, except, except in the case of each of clauses (i)(B), (i)(Ciii) and (ii), which have not had and above as would not reasonably be expected to have, individually or in the aggregate, (x) a Parent Material Adverse Effect or (y) an effect that would prevent, prevent or materially delay the consummation of the First Merger or materially impair the ability of Parent each of Parent, Merger Sub and Second Merger Sub to fully perform any of its covenants and obligations under this Agreement or to consummate the MergerAgreement.

Non-Contravention. The executionexecution and delivery by each of Parent, delivery and performance by Parent Merger Subsidiary and Merger Sub Inc. Subsidiary Two of this Agreement do not, and the performance by each of Parent, Merger Subsidiary and Merger Subsidiary Two of its obligations hereunder and the consummation by each of Parent, Merger Subsidiary and Merger Subsidiary Two of the transactions contemplated hereby do not and will not (i) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Datenot, (Aa) contravene, conflict with, with or result in any violation or breach of violate any provision of the Articles of Incorporation or Bylaws of Parent as in effect on the date hereof, or any equivalent organizational or governing documents of Parent or Merger Sub Inc.any Subsidiaries of Parent, as in effect on the date hereof, (Bb) contraveneassuming that all consents, approvals, authorizations and other actions described in Section 5.03 have been obtained prior to the Effective Time and all filings and notifications described in Section 5.03 have been made and any waiting periods thereunder have terminated or expired prior to the Effective Time, conflict with or result in a violation violate any Applicable Law applicable to Parent, Merger Subsidiary or breach Merger Subsidiary Two or by which any of any provision of any Law their properties or Order assets are bound or (Cc) require any consent or other action by any Person approval under, result in any breach of or any loss of any benefit under, or constitute a default or a violation, (or an event that, which with or without notice or lapse of time or bothboth would become a default) under, would constitute a default or a violationgive to others any right of termination, under amendment, acceleration or cancellation of, or cause or permit result in the termination, cancellation, acceleration or other change creation of any right Liens on any property or obligation asset of Parent or the loss any of its Subsidiaries pursuant to, any benefit Contract to which Parent or any of its Subsidiaries is entitled under any provision of any Contract binding upon Parent a party or by which any of its Subsidiaries their respective properties or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries or (ii) result in the creation or imposition of any Lien, other than any Permitted Lien, on any asset of Parent or any of its Subsidiariesare bound, except, in the case of each of with respect to clauses (i)(B), (i)(Cb) and (iic), which have not had and for such conflicts, violations, breaches, defaults or other occurrences that would not reasonably be expected to have, individually or in the aggregate, (x) have a Parent Material Adverse Effect or (y) an effect that would prevent, materially delay or materially impair the ability of Parent to perform its obligations under this Agreement or to consummate the MergerEffect.

Non-Contravention. (a) The execution, delivery and performance by Parent and Merger Sub Inc. Subsidiary of this Agreement and the consummation by Parent and Merger Subsidiary of the transactions contemplated hereby do not and will not (i) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (A) contravene, conflict with, or result in any violation or breach of any provision of the certificate of incorporation or bylaws of Parent or the certificate of formation or limited liability company agreement of Merger Subsidiary, (ii)(A) contravene, conflict with, or result in any violation or breach of any provision of the comparable organizational documents of Parent any of Parent’s Significant Subsidiaries (including the memorandum and the articles of association of any such Subsidiary registered in England and Wales or Merger Sub Inc.Scotland), or (B) contravene, conflict with, or result in any violation or breach of any provision of the comparable organizational documents of any of Parent’s Subsidiaries other than its Significant Subsidiaries or Merger Subsidiary (including the memorandum and the articles of association of any such Subsidiary registered in England and Wales or Scotland), (iii) assuming compliance with the matters referred to in Section 4.03, contravene, conflict with or result in a violation or breach of any provision of any Law or Order or Applicable Law, (Civ) assuming compliance with the matters referred to in Section 4.03, require any consent or other action by any Person under, constitute a default or a violationdefault, or an event that, with or without notice or lapse of time or both, would constitute a default or a violationdefault, under or ofunder, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or any of its Subsidiaries is entitled under (A) any provision of any Contract agreement or other instrument binding upon Parent or any of its Subsidiaries Subsidiaries, or (B) any license, franchise, permit, certificate, approval Parent Communications License or other similar authorization Governmental Authorization held by, affecting, or relating in any way to, the assets or business of Parent and or any of its Subsidiaries Subsidiaries, or (iiv) result in the creation or imposition of any Lien, other than any Permitted Lien, Lien on any asset of Parent or any of its Subsidiaries, except, with only those exceptions in the case of each of clauses (i)(B), (i)(Cii)(B) and (ii), which have not had and iii)-(v) as would not reasonably be expected to have, individually or in the aggregate, (x) a Parent Material Adverse Effect or (ywhich term shall be interpreted, for purposes of this Section 4.04, without clauses (iv) an effect that would prevent, materially delay or materially impair and (vi) in the ability of Parent to perform its obligations under this Agreement or to consummate the Mergerdefinition thereof).

Non-Contravention. (a) The execution, delivery and performance by Parent and Merger Sub Inc. of this Agreement and the consummation by Parent of the transactions contemplated hereby and the execution, delivery and performance by Parent Bank of the Bank Merger Agreement and the consummation of the transactions contemplated hereby thereby, do not and will not (i) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (A) contravene, conflict with, or result in any violation or breach of any provision of the organizational documents certificate of incorporation or bylaws of Parent or Merger Sub Inc.Parent Bank, (Bii) assuming compliance with the matters referred to in Sections 6.3 and 6.4 contravene, conflict with or result in a violation or breach of any provision of any Law or Order or law, (Ciii) assuming compliance with the matters referred to in Sections 6.3 and 6.4, require any consent or other action by any Person under, constitute a default or a violationdefault, or an event that, with or without notice or lapse of time or both, would constitute could become a default or a violationdefault, under or ofunder, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or any of its Subsidiaries is entitled under any provision of any Contract agreement or other instrument binding upon Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of the Parent and its Subsidiaries or (iiiv) result in the creation or imposition of any Lien, other than any Permitted Lien, Lien on any asset of the Parent or any of its Subsidiaries, exceptexcept for such contraventions, conflicts and violations referred to in the case of each of clause (ii) and for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes, losses or Liens referred to in clauses (i)(B), (i)(Ciii) and (ii), which have not had and iv) that would not be reasonably be expected to have, individually or in the aggregate, (x) a Parent Material Adverse Effect or on Parent. (yb) an effect that would preventAs of the date hereof, materially delay or materially impair Parent knows of no reason why the ability of Parent tax opinion referred to perform its obligations under this Agreement or to consummate the Mergerin Section 10.1(g) should not be obtained on a timely basis.

Non-Contravention. The Except as previously disclosed in writing to PCS or as disclosed in any of the Arcadian SEC Documents, the execution, delivery and performance by Parent and Merger Sub Inc. Arcadian of this Agreement and the consummation by Arcadian of the transactions contemplated hereby do not and will not (ia) contravene or conflict with the Restated Certificate of Incorporation, as amended, or the Amended and Restated Bylaws of Arcadian, (b) assuming compliance with the authorizations, consents and approvals matters referred to in clauses (i) through (iv) of Section 5.3 are obtained and5.03, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (A) contravene, conflict with, contravene or result in any violation or breach of any provision of the organizational documents of Parent or Merger Sub Inc., (B) contravene, conflict with or result in constitute a violation or breach of any provision of any Law law, ordinance, regulation, judgment, injunction, order or Order decree binding upon or applicable to Arcadian or any of its Subsidiaries, (Cc) require any consent or other action by any Person under, constitute a default or a violation, (or an event thatwhich with notice, with or without notice or the lapse of time or both, both would constitute become a default or a violation, default) under or of, or cause or permit the give rise to a right of termination, cancellation, cancellation or acceleration or other change of any right or obligation or the loss of any benefit to which Parent Arcadian or any of its Subsidiaries is entitled under any provision of any Contract agreement, contract or other instrument binding upon Parent Arcadian or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affectingSubsidiaries, or relating in any way to, the assets or business of Parent and its Subsidiaries or (iid) result in the creation or imposition of any Lien, other than any Permitted Lien, Lien on any asset of Parent Arcadian or any of its Subsidiaries, exceptexcept for such contraventions, conflicts or violations referred to in the case clause (b) or defaults or rights of each termination, cancellation or acceleration referred to in clause (c) or creations or impositions of clauses any Lien referred to in clause (i)(B), (i)(Cd) and (ii), which have not had and that would not reasonably be expected to havenot, individually or in the aggregate, (x) have a Parent Material Adverse Effect or (y) an effect that would prevent, materially delay or materially impair the ability of Parent to perform its obligations under this Agreement or to consummate the Mergeron Arcadian.

Non-Contravention. The execution, delivery and performance by Parent and Merger Sub Inc. of this Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby Transactions do not and will not (ia) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 4.03 are obtained andobtained, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (A) contravene, conflict with, or result in any violation or breach of any provision of the organizational documents of Parent or Merger Sub Inc.Sub, (Bb) assuming the authorizations, consents and approvals referred to in Section 4.03 are obtained, contravene, conflict with or result in a violation or breach of any provision of any applicable Law or Order or Order, (Cc) assuming the authorizations, consents and approvals referred to in Section 4.03 are obtained, require any consent or other action by any Person under, constitute a default or a violation, or an event that, with or without notice or lapse of time or both, would constitute a default or a violation, under or of, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or any of its Subsidiaries is entitled under under, any provision of any Contract agreement or other instrument binding upon Parent or any of its Subsidiaries or any governmental license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries or (iid) result in the creation or imposition of any Lien, other than any Permitted LienLien and Liens contemplated by the Debt Financing, on any asset of Parent or any of its Subsidiaries, except, in the case of each of clauses (i)(Bb), (i)(Cc) and (iid), which have not had had, and would not reasonably be expected to have, individually or in the aggregate, (x) a Parent Material Adverse Effect or (y) an effect that would prevent, materially delay or materially impair the ability of Parent or Merger Sub to perform its obligations under this Agreement or to consummate the Merger.

Non-Contravention. The execution, delivery and performance by Parent and Merger Sub Inc. Subsidiary of this Agreement Agreement, the Parent Ancillary Agreements and the consummation by Parent and Merger Subsidiary of the transactions contemplated hereby and thereby do not and will not (ia) assuming contravene or conflict with the authorizationsarticles of incorporation or certificate of incorporation, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of as the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (A) contravene, conflict withcase may be, or result in any violation or breach of any provision of the organizational documents by-laws of Parent or Merger Sub Inc.Subsidiary, (Bb) contraveneassuming compliance with the matters referred to in Section 4.3, contravene or conflict with or result in constitute a violation or breach of any provision of any Law law, regulation, judgment, injunction, order or Order decree binding upon or applicable to Parent or any of its Subsidiaries, (Cc) require any consent or other action by any Person under, constitute a default or a violation, or an event that, with or without notice or lapse of time or both, would constitute a default or a violation, under or of, or cause or permit the give rise to any right of termination, cancellation, cancellation or acceleration or other change of any right or obligation of Parent or the any of its Subsidiaries or to a loss of any benefit to which Parent or any of its Subsidiaries is entitled under any provision of any Contract agreement, contract or other instrument binding upon Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval permit or other similar authorization affecting, held by Parent or relating in any way to, the assets or business of Parent and its Subsidiaries or (iid) result in the creation or imposition of any Lien, other than any Permitted Lien, Lien on any asset of Parent or any of its Subsidiaries, exceptexcept for such contraventions, conflicts or violations referred to in the case clause (b) or defaults, rights of each of clauses termination, cancellation or acceleration, or losses or Liens referred to in clause (i)(B), c) or (i)(Cd) and (ii), which have not had and that would not reasonably be expected to havenot, individually or in the aggregate, (x) have a Parent Material Adverse Effect or (y) an effect that would prevent, materially delay or materially impair the ability of Parent to perform its obligations under this Agreement or to consummate the Mergeron Parent.

Non-Contravention. The execution, delivery and performance by Parent Parent, and, from and after the accession thereof pursuant to Section 8.07, Merger Sub Inc. Subsidiary and Successor Subsidiary, of this Agreement and the consummation by Parent and, from and after the accession thereof pursuant to Section 8.07, Merger Subsidiary and Successor Subsidiary of the transactions contemplated hereby do not and will not (i) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (A) contravene, conflict with, or result in any violation or breach of any provision of the organizational documents certificate of Parent incorporation or bylaws, or the certificate of formation or limited liability company agreement, of Parent, Merger Sub Inc.Subsidiary or Successor Subsidiary, (Bii) assuming compliance with the matters referred to in Section 6.03, contravene, conflict with or result in a violation or breach of any provision of any Law or Order or Applicable Law, (Ciii) assuming compliance with the matters referred to in Section 6.03, require any consent or other action by any Person under, constitute a default or a violationdefault, or an event that, with or without notice or lapse of time or both, would constitute could become a default or a violationdefault, under or ofunder, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or any of its Subsidiaries is entitled under any provision of any Contract agreement or other instrument binding upon Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of the Parent and its Subsidiaries or (iiiv) result in the creation or imposition of any Lien, other than any Permitted Lien, Lien on any asset of the Parent or any of its Subsidiaries, exceptexcept for such contraventions, conflicts and violations referred to in the case of each of clause (ii) and for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes, losses or Liens referred to in clauses (i)(B), (i)(Ciii) and (ii), which have not had and iv) that would not be reasonably be expected to have, individually or in the aggregate, (x) a Parent Material Adverse Effect on Parent, Merger Subsidiary or (y) an effect that would prevent, materially delay or materially impair the ability of Parent to perform its obligations under this Agreement or to consummate the MergerSuccessor Subsidiary.

Non-Contravention. The execution, delivery and performance by each of Parent and Merger Sub Inc. of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (A) contravene, conflict with, or result in any violation or breach of any provision of the organizational documents of Parent or Merger Sub Inc.Organizational Documents, (Bii) assuming compliance with the matters referred to in Section 5.03 and receipt of the Parent Stockholder Approval, contravene, conflict with or result in a any violation or breach of any provision of any Law or Order or Applicable Law, (Ciii) assuming compliance with the matters referred to in Section 5.03 and receipt of the Parent Stockholder Approval, require any consent Consent or other action by any Person under, constitute a default or a violationdefault, or an event that, with or without notice or lapse of time or both, would constitute a default or a violationdefault, under or ofunder, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or any of its Subsidiaries is entitled under under, any provision of any Contract binding upon Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization governmental Consents (including Consents required by Contract) affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries Subsidiaries, or (iiiv) result in the creation or imposition of any Lien, other than any Permitted Lien, Lien on any asset of Parent or any of its Subsidiaries, exceptwith such exceptions, in the case of each of clauses (i)(Bii) through (iv), (i)(C) and (ii), which have as has not had and would not reasonably be expected to have, individually or in the aggregate, (x) a Parent Material Adverse Effect or (y) an effect that would prevent, materially delay or materially impair the ability of Parent to perform its obligations under this Agreement or to consummate the MergerEffect.

Non-Contravention. The execution, delivery and performance of this Agreement by Parent and Merger Sub Inc. of this Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby by this Agreement, including the Offer and the Merger, do not and will not not: (i) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (A) contravene, contravene or conflict with, or result in any violation or breach of, the certificate of any provision of the organizational documents incorporation or by-laws of Parent or Merger Sub; (ii) subject to compliance with the requirements set forth in clauses (i)-(iv) of Section 5.02(c), conflict with or violate any Law applicable to Parent or Merger Sub Inc., or any of their respective properties or assets; (Biii) contravene, contravene or conflict with or result in a any violation of any terms or requirements of, or give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or modify any permit; (iv) result in any breach of any provision of any Law or Order or (C) require any consent or other action by any Person under, constitute a default or a violation, (or an event that, that with or without notice or lapse of time or both, both would constitute become a default or a violation, under or ofdefault) under, or cause or permit the give to others any rights of termination, cancellationamendment, acceleration or other change of cancellation, or require any right or obligation or the loss of Consent under any benefit Contract to which Parent or any of its Subsidiaries is entitled under any provision of any Contract binding upon Parent Subsidiaries, including Merger Sub, are a party or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries otherwise bound; or (iiv) result in the creation or imposition of any Lien, Lien (other than any Permitted Lien, Liens) on any asset of the properties or assets of Parent or any of its SubsidiariesMerger Sub, except, in the case of each of clauses (i)(Bii), (i)(Ciii), (iv) and (iiv), which have not had and for any conflicts, violations, breaches, defaults, alterations, terminations, amendments, accelerations, cancellations or Liens, or where the failure to obtain any Consents, in each case, would not reasonably be expected to have, individually or in the aggregate, (x) a Parent Material Adverse Effect or (y) an material adverse effect that would prevent, materially delay or materially impair the on Parent’s and Merger Sub’s ability of Parent to perform its obligations under this Agreement or to consummate the Mergertransactions contemplated by this Agreement.

Non-Contravention. The execution, delivery and performance by Parent and Merger Sub Inc. Subsidiary of this Agreement and the consummation by Parent and Merger Subsidiary of the transactions contemplated hereby do not and will not (i) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (Aa) contravene, conflict with, or result in any violation or breach of any provision of the organizational documents Organizational Documents of Parent or Merger Sub Inc.Subsidiary, (Bb) assuming compliance with the matters referred to in Section 4.03(a) through Section 4.03(c), contravene, conflict with or result in a violation or breach of any provision of any Law or Order or Applicable Law, (Cc) assuming compliance with the matters referred to in Section 4.03(a) through Section 4.03(c), require any consent or other action by any Person under, constitute a default or a violationdefault, or an event that, with or without notice or lapse of time or both, would constitute a default or a violationdefault, under or ofunder, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or any of its Subsidiaries is entitled under any provision of any Contract agreement or other instrument binding upon Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries or (iid) result in the creation or imposition of any Lien, Lien (other than any Permitted Lien, Liens) on any asset of Parent or any of its Subsidiaries, exceptexcept for such contraventions, conflicts and violations referred to in the case of each of clause (b), such failures to obtain any such consent or other action referred to in clause (c), and such defaults, terminations, cancellations, accelerations, changes, losses or Liens referred to in clauses (i)(B), (i)(Cc) and (iid), which have not had and that would not be reasonably be expected to have, individually or in the aggregate, (x) a Parent Material Adverse Effect on Parent or (y) an effect that would prevent, materially delay or materially impair the ability of Parent (or, in the event of a Subsidiary Merger Election, of each of Parent and Merger Subsidiary) to perform its obligations under this Agreement or to consummate the Mergertransactions contemplated by this Agreement.

Non-Contravention. The executionexecution and delivery of this Agreement by each of Parent and Merger Sub, delivery and the performance by each of Parent and Merger Sub Inc. of their respective covenants and obligations under this Agreement Agreement, and the consummation of the transactions contemplated hereby Merger do not and will not (ia) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, violate or conflict with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (A) contravene, conflict with, or result in any violation or breach of any provision of the certificate of incorporation, bylaws or other similar organizational documents of Parent or Merger Sub Inc., Sub; (Bb) contraveneviolate, conflict with or with, result in a violation or the breach of any provision of any Law or Order or (C) require any consent or other action by any Person underof, constitute a default or a violation, (or an event that, with or without notice or lapse of time or both, would constitute become a default default) pursuant to, or a violation, under or result in the termination of, or cause or permit accelerate the terminationperformance required by, cancellation, acceleration or other change of any right or obligation or result in the loss of a benefit under, or result in a right of termination or acceleration pursuant to any benefit of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or any of its Subsidiaries Merger Sub is entitled under any provision of any Contract binding upon Parent a party or by which Parent, Merger Sub or any of its Subsidiaries their properties or assets may be bound; (c) assuming the consents, approvals and authorizations referred to in Section 4.4 have been obtained and, in the case of the consummation of the Merger, subject to obtaining the Merger Sub Stockholder Approval, violate or conflict with any license, franchise, permit, certificate, approval Law applicable to Parent or other similar authorization affecting, Merger Sub or relating in by which any way to, the of their properties or assets or business of Parent and its Subsidiaries are bound; or (iid) result in the creation or imposition of any Lien, lien (other than Permitted Liens) upon any Permitted Lien, on any asset of the properties or assets of Parent or any of its SubsidiariesMerger Sub, except, except in the case of each of clauses (i)(Bb), (i)(Cc) and (ii)d) for such violations, which have not had and conflicts, breaches, defaults, terminations, accelerations, loss of benefits or liens that would not reasonably be expected to have, individually or in the aggregate, (x) have a Parent Material Adverse Effect or (y) an effect that would prevent, materially delay or materially impair the ability of Parent to perform its obligations under this Agreement or to consummate the MergerEffect.

Non-Contravention. The execution, delivery and performance by Parent and Merger Sub Inc. Subsidiary of this Agreement and the consummation by Parent and Merger Subsidiary of the transactions contemplated hereby do not and will not (i) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (Aa) contravene, conflict with, or result in any violation or breach of any provision of the organizational documents certificate of incorporation or bylaws of Parent or Merger Sub Inc.Subsidiary, (Bb) assuming compliance with the matters referred to in Section 5.03, contravene, conflict with or result in a violation or breach of any provision of any Law or Order or Applicable Law, (Cc) assuming compliance with the matters referred to in Section 5.03, require any consent or other action approval by any Person under, constitute a default or a violationdefault, or an event that, with or without notice or lapse of time or both, would constitute a default or a violationdefault, under or ofunder, or cause or permit the termination, cancellation, acceleration or other adverse change of any right or obligation or the loss of any benefit to which Parent or any of its Subsidiaries is entitled under any provision of any Contract agreement or other instrument binding upon Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries or (iid) result in the creation or imposition of any Lien, other than any Permitted LienLiens, on any asset of Parent or any of its Subsidiaries, except, except in the case of each of clauses (i)(Bb) through (d), (i)(C) and (ii), which have not had and for such as would not be reasonably be expected to have, individually or in the aggregate, (x) a Parent Material Adverse Effect or (y) an effect that would prevent, materially delay or materially impair the ability of Parent to perform its obligations under this Agreement or Merger Subsidiary to consummate the Merger.

Non-Contravention. The execution, delivery and performance by Parent and Merger Sub Inc. of this Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby Transactions do not and will not (i) not, assuming compliance with the authorizations, consents and approvals matters referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date5.2 and Section 5.3, (Aa) contravene, conflict with, contravene or result in any violation or breach of any provision of the organizational documents of Parent or Merger Sub Inc., (B) contravene, conflict with or result in constitute a violation of Parent’s memorandum of association or breach bye-laws or Merger Sub’s certificate of incorporation or bylaws, (b) contravene or conflict with or constitute a violation of any provision of any Law binding upon or Order applicable to Parent or any of its Subsidiaries, (Cc) result in a breach of, require any consent or other action by any Person under, constitute a default or a violation, (or an event that, that with or without notice or lapse the passage of time or both, would constitute become a default or a violation, default) under or of, or cause or permit the give rise to any right of termination, cancellation, amendment or acceleration or other change of any right or obligation of Parent or the any of its Subsidiaries or to a loss of any benefit to which Parent or any of its Subsidiaries is entitled under any provision of of, any Contract agreement, contract or other instrument binding upon Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval Permit or other similar authorization affectingheld by Parent or any of its Subsidiaries, or relating in any way to, the assets or business of Parent and its Subsidiaries or (iid) result in the creation or imposition of any Lien, Encumbrance (other than any Permitted Lien, Encumbrance) on any property or other asset of Parent or any of its Subsidiaries, exceptexcept for such contraventions, conflicts or violations referred to in the case clause (b) or breaches, consents, defaults, rights of each of clauses termination, cancellations, amendments or accelerations, losses or Encumbrances referred to in clause (i)(B), c) or (i)(Cd) and (ii), which have not had and would not reasonably be expected to havethat, individually or in the aggregate, (x) has not had, and would not be reasonably expected to have, a Parent Material Adverse Effect or (y) an effect that would prevent, materially delay or materially impair Effect. The approval of the ability stockholders of Parent is not required by applicable Law to perform its obligations under this Agreement or to consummate effect the Transactions (including the Merger).

Non-Contravention. The execution, delivery and performance by Parent and Merger Sub Inc. of this Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby Transactions do not and will not (i) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (Aa) contravene, conflict with, or result in any violation or breach of any provision of the organizational documents articles of incorporation or bylaws of Parent or the articles of incorporation or bylaws of Merger Sub Inc.Sub, (Bb) assuming compliance with the matters referred to in Section 4.03, contravene, conflict with or result in a violation or breach of any provision Law applicable to Parent or Merger Sub or any of their respective Subsidiaries or by which any Law asset of Parent or Order Merger Sub or any of their respective Subsidiary is bound or affected, or (Cc) conflict with, result in any breach, require any consent or other action by any another Person under, constitute a default or a violationdefault, or an event that, with or without notice or lapse of time or both, would constitute a default or a violation, under or ofunder, or cause or permit the termination, amendment, cancellation, acceleration or require any payment under or other change of any right or obligation or the loss of any benefit to which Parent or Merger Sub or any of its their respective Subsidiaries is entitled under any provision of any Contract binding upon applicable to Parent or Merger Sub or any of its their respective Subsidiaries or their respective properties or assets, or any license, franchise, permit, certificate, approval or other similar authorization Permit affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries Merger Sub or (iid) result in the creation or imposition of any Lien, other than any Permitted Lien, Lien on any asset of Parent Parent, Merger Sub or any of its their respective Subsidiaries, exceptwith such exceptions, in the case of each of clauses (i)(Bb), (i)(Cc) and (ii)d) above, which have not had and as would not reasonably be expected to havenot, individually or in the aggregate, (x) reasonably be expected to have a Parent Material Adverse Effect or (y) an effect that would prevent, materially delay or materially impair the ability of Parent to perform its obligations under this Agreement or to consummate the MergerEffect.

Non-Contravention. The Except as set forth in Section 5.04 of the Parent Disclosure Letter, the execution, delivery and performance by Parent and Merger Sub Inc. Subsidiary of this Agreement and the consummation by Parent and Merger Subsidiary of the transactions contemplated hereby do not and will not (i) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (A) contravene, conflict with, or result in any violation or breach of any provision of the organizational documents certificate of incorporation or bylaws of Parent or Merger Sub Inc.Subsidiary, (Bii) assuming compliance with the matters referred to in Section 5.03, contravene, conflict with or result in a violation or breach of any provision of any Law law, rule, regulation, judgment, injunction, order or Order or decree, (Ciii) require any consent or other action by any Person under, constitute a default or a violationdefault, or an event that, with or without notice or lapse of time or both, would constitute could become a default or a violationdefault, under or ofunder, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or any of its Subsidiaries is entitled under any provision of any Contract agreement or other instrument binding upon Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of the Parent and its Subsidiaries or (iiiv) result in the creation or imposition of any Lien, other than any Permitted Lien, Lien on any asset of the Parent or any of its Subsidiaries, exceptexcept for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes, losses or Liens referred to in the case of each of clauses (i)(B), (i)(Ciii) and (ii), which have not had and iv) that would not be reasonably be expected to havebe, individually or in the aggregate, (x) a material to Parent Material Adverse Effect or (y) an effect that would prevent, materially delay or materially to impair the ability of Parent to perform its obligations under this Agreement or and Merger Subsidiary to consummate the Mergertransactions contemplated by this Agreement.

Non-Contravention. The execution, delivery and performance by Parent and Merger Sub Inc. of this Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby Transactions do not and will not (iwith or without notice or lapse of time or both) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (A) contravene, conflict with, with or result in any violation or breach of any provision of the organizational documents articles of organization or bylaws (or similar governing documents) of Parent or the articles of organization and bylaws of Merger Sub Inc.Sub, (Bii) assuming compliance with the matters referred to in Section 5.03, contravene, conflict with or result in a violation or breach of any provision of any Applicable Law or Order or (Ciii) require any consent or other action by any Person approval under, constitute a default violate, conflict with, result in any breach of or a violation, or an event that, with or without notice or lapse of time or both, would constitute a default or a violation, under or of, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit under constitute a change of control or default under, result in termination or cancellation or give to others any right of termination, vesting, amendment, acceleration or cancellation of any Contract to which Parent, Merger Sub or any other Subsidiary of Parent is a party, or by which they or any of its Subsidiaries is entitled under any provision of any Contract binding upon Parent their respective properties or assets may be bound or affected or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization Permits affecting, or relating in any way to, the property, assets or business of Parent, Merger Sub or any other Subsidiary of Parent and its Subsidiaries or (iiiv) result in the creation or imposition of any Lien, other than any Permitted Lien, Lien on any rights, property or asset of Parent Parent, Merger Sub or any other Subsidiary of its SubsidiariesParent, exceptwith such exceptions, in the case of each of clauses (i)(B)ii) through (iv) above, (i)(C) and (ii), which have not had and as would not reasonably be expected to have, individually or in the aggregate, (x) a Parent Material Adverse Effect or (y) an effect that would prevent, materially delay or materially impair the ability of Parent to perform its obligations under this Agreement or to consummate the MergerEffect.

Non-Contravention. The execution, delivery and performance by Parent and Merger Sub Inc. of this Agreement and the consummation by Parent of the transactions contemplated hereby do not and will not (i) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (A) contravene, conflict with, or result in any violation or breach of any provision of the organizational documents certificate of Parent incorporation or Merger Sub Inc.bylaws of Parent, (Bii) assuming compliance with the matters referred to in Section 5.03, contravene, conflict with or result in a violation or breach of any provision of any Law or Order or applicable Law, (Ciii) require any consent or other action by any Person under, constitute a default or a violationdefault, or an event that, with or without notice or lapse of time or both, would constitute a default or a violation, under or ofunder, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or any of its Subsidiaries is entitled under any provision of any Contract agreement or other instrument binding upon Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries or (iiiv) result in the creation or imposition of any Lien, other than any Permitted Lien, Lien on any asset of Parent or any of its Subsidiaries, exceptin each case except for such contraventions, conflicts and violations referred to in the case of each of clause (ii) and such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes, losses or Liens referred to in clauses (i)(B), (i)(Ciii) and (ii), which have not had and iv) that would not reasonably be expected to havenot, individually or in the aggregate, (x) reasonably be expected to have a Parent Material Adverse Effect or (y) an effect that would prevent, materially delay or materially impair the ability of Parent to perform its obligations under this Agreement or to consummate the Mergeron Parent.

Non-Contravention. The execution, delivery and performance by Parent and Merger Sub Inc. of this Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby Transactions do not and will not (ia) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 5.03 are obtained andobtained, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (A) contravene, conflict with, or result in any violation or breach of any provision of the organizational documents of Parent or Merger Sub Inc.Sub, (Bb) assuming the authorizations, consents and approvals referred to in Section 5.03 are obtained, contravene, conflict with or result in a violation or breach of any provision of any applicable Law or Order or Order, (Cc) assuming the authorizations, consents and approvals referred to in Section 5.03 are obtained, require any consent or other action by any Person under, constitute a default or a violation, or an event that, with or without notice or lapse of time or both, would constitute a default or a violation, under or of, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or any of its Subsidiaries is entitled under under, any provision of any Contract agreement or other instrument binding upon Parent or any of its Subsidiaries or any governmental license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries or (iid) result in the creation or imposition of any Lien, other than any Permitted Lien, on any asset of Parent or any of its Subsidiaries, except, in the case of each of clauses (i)(Bb), (i)(Cc) and (iid), which have not had had, and would not reasonably be expected to have, individually or in the aggregate, (x) a Parent Material Adverse Effect or (y) an effect that would prevent, materially delay or materially impair the ability of Parent or Merger Sub to perform its obligations under this Agreement or to consummate the Merger.

Non-Contravention. The execution, delivery and performance by Parent and Merger Sub Inc. the Company of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (A) contravene, conflict with, or result in any violation or breach of any provision of the organizational documents articles of Parent incorporation or Merger Sub Inc.bylaws of the Company, (Bii) assuming compliance with the matters referred to in Section 5.03, contravene, conflict with with, or result in a violation or breach of any provision of any Law applicable law, statute, ordinance, rule, regulation, judgment, injunction, order or Order or decree, (Ciii) require any consent or other action by any Person under, constitute a default or a violationdefault, or an event that, with or without notice or lapse of time or both, would constitute become a default or a violationdefault, under or ofunder, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent the Company or any of its Subsidiaries is entitled under any provision of any Contract agreement or other instrument binding upon Parent the Company or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent the Company and its Subsidiaries or (iiiv) result in the creation or imposition of any Lien, other than any Permitted Lien, Lien on any asset of Parent the Company or any of its Subsidiaries, exceptexcept for such contraventions, conflicts and violations referred to in the case of each of clauses clause (i)(B), (i)(Cii) and for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes, losses or Liens referred to in clause (ii), which have not had iii) and for the creation or imposition of such Liens referred to in clause (iv) that would not be reasonably be expected likely to have, individually or in the aggregate, (x) a Parent Material Adverse Effect or (y) an effect that would prevent, materially delay on the Company or materially to impair the ability of Parent to perform its obligations under this Agreement or the Company to consummate the Mergertransactions contemplated by this Agreement.

Non-Contravention. The Except as set forth on ‎Section 4.04 of the Company Disclosure Letter, the execution, delivery and performance by Parent and Merger Sub Inc. the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby Transactions do not and will not (i) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (Aa) contravene, conflict with, with or result in any violation or breach of any provision of the organizational documents Governing Documents of Parent the Company or Merger Sub Inc.any of its Subsidiaries, (Bb) that the consents, approvals, authorizations and filings referred to in ‎‎Section 4.03 have been obtained or made, any applicable waiting periods referred to therein have terminated or expired and any condition precedent to any such consent has been satisfied or waived, and, subject to obtaining the Required Company Stockholder Approval, contravene, conflict with or result in a violation or breach of any provision of any Law or Order Applicable Law, or (Cc) assuming that the consents, approvals, authorizations and filings referred to in ‎‎Section 4.03 have been obtained or made, any applicable waiting periods referred to therein have terminated or expired and any condition precedent to any such consent has been satisfied or waived, and subject to obtaining the Required Company Stockholder Approval, require any consent by or other action by any notice to any Person under, constitute a default or a violationdefault, or an event that, with or without notice or lapse of time or both, would constitute a default or a violationdefault, under or ofunder, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent the Company or any of its Subsidiaries is entitled under any provision of any Contract binding upon Parent or any of its Subsidiaries or any licenseCompany Material Contract, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries or (ii) result in the creation or imposition of any Lien, other than any Permitted Lien, on any asset of Parent or any of its Subsidiaries, except, except in the case of each of clauses (i)(B), (i)(Cb) and (ii)c) above, which have not had and any such violation, breach, default, right, termination, amendment, acceleration, cancellation, loss, consent or notice that would not reasonably be expected to havenot, individually or in the aggregate, (x) reasonably be expected to have a Parent Company Material Adverse Effect or (y) an effect that would prevent, materially delay or materially impair the ability of Parent to perform its obligations under this Agreement or to consummate the MergerEffect.

Non-Contravention. The execution, delivery delivery, and performance of this Agreement by Parent Xxxxxx and Merger Sub Inc. of this Agreement and the consummation by Xxxxxx and Merger Sub of the transactions contemplated hereby by this Agreement, do not and will not not: (i) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (A) contravene, contravene or conflict with, or result in any violation or breach of, the certificate of any provision incorporation, certificate of the organizational documents formation, company agreement, or bylaws of Parent or Merger Sub Inc., Sub; (Bii) contraveneassuming that all of the Consents contemplated by clauses (i) through (v) of Section 4.02(c) have been obtained or made, conflict with or violate any Law applicable to Parent or Merger Sub or any of their respective properties or assets; (iii) result in a violation or any breach of any provision of any Law or Order or (C) require any consent or other action by any Person under, constitute a default or a violation, (or an event that, that with or without notice or lapse of time or bothboth would become a default) under, would constitute a default result in Parent’s or a violation, under or of, or cause or permit the termination, cancellation, acceleration or other change any of any right or obligation or the its Subsidiaries’ loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is entitled under any provision a party or otherwise bound as of any Contract binding upon Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries date hereof; or (iiiv) result in the creation or imposition of any Lien, a Lien (other than any Permitted Lien, Liens) on any asset of the properties or assets of Parent or any of its Subsidiaries, except, in the case of each of clauses (i)(Bii), (i)(C) iii), and (iiiv), which have not had and for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would not reasonably be expected to have, individually or in the aggregate, (x) a Parent Material Adverse Effect or (y) an material adverse effect that would prevent, materially delay or materially impair the on Parent’s and Merger Sub’s ability of Parent to perform its obligations under this Agreement or to consummate the Mergertransactions contemplated by this Agreement.

Non-Contravention. The execution, delivery and performance by Parent and Merger Sub Inc. Subsidiary of this Agreement Agreement, as applicable, and the consummation by Parent and Merger Subsidiary of the transactions contemplated hereby do not and will not (i) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (Aa) contravene, conflict with, or result in any violation or breach of any provision of the organizational documents certificate of incorporation or bylaws of Parent or Merger Sub Inc.Subsidiary, (Bb) assuming compliance with the matters referred to in Section 5.03, contravene, conflict with or result in a violation or breach of any provision of any Law or Order or Applicable Law, (Cc) assuming compliance with the matters referred to in Section 5.03, require any consent or other action by any Person under, constitute a default or a violationdefault, or an event that, with or without notice or lapse of time or both, would constitute a default or a violationdefault, under or ofunder, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or any of its Subsidiaries is entitled under any provision of any Contract agreement or other instrument binding upon Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in by which any way to, the assets or business asset of Parent and or any of its Subsidiaries is bound or (iid) result in the creation or imposition of any Lien, Lien (other than any Permitted Lien, Liens) on any asset of Parent or any of its Subsidiaries, except, in the case of each of clauses (i)(Bb) through (d), (i)(C) and (ii), which have not had and as would not reasonably be expected to have, individually or in the aggregate, (x) a Parent Material Adverse Effect or (y) an effect that would prevent, materially delay or materially impair the ability of Parent to perform its obligations under this Agreement or to consummate the MergerEffect.

Non-Contravention. The Subject to the receipt of the consents, approvals, authorizations and other requirements set forth in Section 4.03(b) and Section 4.03(c) of the Parent Disclosure Letter and the Requisite Parent Vote, the execution, delivery delivery, and performance by Parent and Merger Sub Inc. of this Agreement by each of the Parent Parties and the consummation by each of the Parent Parties of the transactions contemplated hereby by this Agreement, do not and will not not: (i) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (A) contravene, contravene or conflict with, or result in any violation or breach of, the Charter Documents of any provision of the organizational documents of Parent or Merger Sub Inc., Parties; (Bii) contravene, conflict with or violate any Law applicable to any Parent Parties or any of their respective properties or assets; (iii) result in a violation or any breach of any provision of any Law or Order or (C) require any consent or other action by any Person under, constitute a default or a violation, (or an event that, that with or without notice or lapse of time or bothboth would become a default) under, would constitute a default result in any of Parent Parties’ or a violation, under or of, or cause or permit the termination, cancellation, acceleration or other change any of any right or obligation or the their respective Subsidiaries' loss of any benefit or the imposition of any additional payment or other liability under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which any of the Parent Parties or any of its their respective Subsidiaries is entitled under any provision a party or otherwise bound as of any Contract binding upon Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries date hereof; or (iiiv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or imposition assets of any Lien, other than any Permitted Lien, on any asset of the Parent Parties or any of its their respective Subsidiaries, except, in the case of each of clauses (i)(Bii), (i)(C) iii), and (iiiv), which have not had and for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would not reasonably be expected to have, individually or in the aggregate, (x) a Parent Material Adverse Effect or (y) an effect that would prevent, materially delay or materially impair the ability of Parent to perform its obligations under this Agreement or to consummate the MergerEffect.

Non-Contravention. The execution, delivery and performance by Parent and Merger Sub Inc. Buyer of this Agreement and the consummation by Parent and Buyer of the transactions contemplated hereby Transactions do not and will not (ia) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (A) materially contravene, conflict with, with or result in any material violation or breach of any provision of the organizational documents of Parent or Merger Sub Inc.Governing Documents, (Bb) contraveneassuming compliance with the matters referred to in Section 4.03, conflict with cause or result in a violation or any breach of any provision of any Law or Order or (C) require any consent or other action by any Person under, constitute a default or a violationof, or an event that, default (with or without notice or lapse of time time, or both) under, would constitute or give rise to a default or a violation, under or right of, or cause or permit the result in, termination, cancellation, modification or acceleration or other change of any right or obligation or to the loss of a benefit or right under, or result in the creation of any benefit to which Lien (other than any Parent Permitted Lien) in or upon any of the properties, assets or rights of Parent, Buyer or any of their Subsidiaries under, or require any consent, waiver or approval of any Person, or result in the triggering of any material rights that the counterparty would not otherwise have or any Liabilities that the Company and its Subsidiaries is entitled under would not otherwise have, pursuant to any provision of any Contract binding upon contract that is material to Parent and its Subsidiaries, taken as a whole, (c) result in the revocation, invalidation or termination of any Parent Permit or (d) assuming compliance with the matters referred to in Section 4.03, violate or conflict with (i) any Law or Order applicable to Parent, Buyer or any of its their Subsidiaries or any licenseby which Parent, franchise, permit, certificate, approval Buyer or other similar authorization affectingtheir Subsidiaries, or relating in any way to, the of their respective properties or assets or business of Parent and its Subsidiaries is bound or (ii) result in any rule or regulation of the creation or imposition of any Lien, NYSE applicable to Parent other than any Permitted Lien, on any asset of Parent or any of its Subsidiaries, exceptthan, in the case of each of clauses (i)(Bb), (i)(Cc) and (ii)d) above, which have not had and any matters that would not have or reasonably be expected to have, individually or in the aggregate, (x) a Parent Material Adverse Effect or (y) an effect that would prevent, materially delay or materially impair the ability of Parent to perform its obligations under this Agreement or to consummate the MergerEffect.

Non-Contravention. The execution, delivery and performance by Parent and Merger Sub Inc. Subsidiary of this Agreement Agreement, the Parent Ancillary Agreements and the consummation by Parent and Merger Subsidiary of the transactions contemplated hereby and thereby do not and will not (ia) contravene or conflict with the certificate of formation or the limited liability company operating agreement of Parent or the certificate of incorporation or by-laws of Merger Subsidiary, (b) assuming compliance with the authorizations, consents and approvals matters referred to in clauses (i) through (iv) of Section 5.3 are obtained and4.3, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (A) contravene, conflict with, contravene or result in any violation or breach of any provision of the organizational documents of Parent or Merger Sub Inc., (B) contravene, conflict with or result in constitute a violation or breach of any provision of any Law law, regulation, judgment, injunction, order or Order decree binding upon or applicable to Parent or any of its Subsidiaries, (Cc) require any consent or other action by any Person under, constitute a default or a violation, or an event that, with or without notice or lapse of time or both, would constitute a default or a violation, under or of, or cause or permit the give rise to any right of termination, cancellation, cancellation or acceleration or other change of any right or obligation of Parent or the any of its Subsidiaries or to a loss of any benefit to which Parent or any of its Subsidiaries is entitled under any provision of any Contract agreement, contract or other instrument binding upon Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval permit or other similar authorization affecting, held by Parent or relating in any way to, the assets or business of Parent and its Subsidiaries or (iid) result in the creation or imposition of any Lien, other than any Permitted Lien, Lien on any asset of Parent or any of its Subsidiaries, exceptexcept for such contraventions, conflicts or violations referred to in the case clause (b) or defaults, rights of each of clauses termination, cancellation or acceleration, or losses or Liens referred to in clause (i)(B), c) or (i)(Cd) and (ii), which have not had and that would not reasonably be expected to havenot, individually or in the aggregate, (x) have a Parent Material Adverse Effect or (y) an effect that would prevent, materially delay or materially impair the ability of Parent to perform its obligations under this Agreement or to consummate the Mergeron Parent.

Non-Contravention. The execution, delivery and performance by Parent and Merger Sub Inc. MergerSub of this Agreement Agreement, and the consummation by Parent and MergerSub of the transactions contemplated hereby by this Agreement, do not and will not (i) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (A) contravene, conflict with, or result in any violation or breach of any provision of the organizational documents certificate of incorporation or bylaws of Parent or Merger Sub Inc.MergerSub, (Bii) contraveneassuming compliance with the matters referred to in Section 5.03, conflict with or result in a violation or breach of any provision of any Law law, rule, regulation, judgment, injunction, order or Order or decree, (Ciii) require any consent or other action by any Person under, constitute a default or a violationdefault, or an event that, with or without notice or lapse of time or both, would constitute could become a default or a violationdefault, under or ofunder, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or any of its Subsidiaries is entitled under any provision of any Contract agreement or other instrument binding upon Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of the Parent and its Subsidiaries or (iiiv) result in the creation or imposition of any Lien, other than any Permitted Lien, Lien on any asset of the Parent or any of its Subsidiaries, exceptexcept for those contraventions, conflicts and violations referred to in the case of each of clause (ii) and for those failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes, losses or Liens referred to in clauses (i)(B), (i)(Ciii) and (ii), which have not had and iv) that would not reasonably be expected to have, individually or in the aggregate, (x) a Parent Material Adverse Effect or (y) an effect that would prevent, materially delay or materially impair or delay the ability of Parent to perform its obligations under this Agreement or and MergerSub to consummate the Mergertransactions contemplated by this Agreement.

Non-Contravention. The execution, delivery and performance by Parent and Merger Sub Inc. the Company of this Agreement and the consummation of the transactions contemplated hereby Transactions by the Company do not and will not (ia) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 4.03 are obtained andobtained, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (A) contravene, conflict with, or result in any violation or breach of any provision of the organizational documents certificate of Parent incorporation or Merger Sub Inc.bylaws of the Company, (Bb) assuming the authorizations, consents and approvals referred to in Section 4.03 are obtained, contravene, conflict with or result in a violation or breach of any provision of any applicable Law or Order or Order, (Cc) assuming the authorizations, consents and approvals referred to in Section 4.03 are obtained, require any consent or other action by any Person under, constitute a default or a violation, or an event that, with or without notice or lapse of time or both, would constitute a default or a violation, under or of, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent the Company or any of its Subsidiaries is entitled under under, any provision of any Contract agreement or other instrument binding upon Parent the Company or any of its Subsidiaries or any governmental license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent the Company and its Subsidiaries or (iid) result in the creation or imposition of any Lien, other than any Permitted Lien, on any asset of Parent the Company or any of its Subsidiaries, except, in the case of each of clauses (i)(Bb), (i)(Cc) and (iid), which have not had had, and would not reasonably be expected to have, individually or in the aggregate, (x) a Parent Company Material Adverse Effect or (y) an effect that would prevent, materially delay or materially impair the ability of Parent the Company to perform its obligations under this Agreement or to consummate the Merger.

Non-Contravention. The execution, delivery and performance by Parent the Parent, the Purchaser and Merger Sub Inc. Xxxxxxx of this Agreement and the consummation by the Parent, the Purchaser and Xxxxxxx of the transactions contemplated hereby Merger do not and will not (ia) contravene or conflict with the certificate of formation or operating agreement of the Parent or the certificate of incorporation or by-laws of the Purchaser, (b) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation that all of the transactions contemplated hereunderParent Required Governmental Consents are obtained, other than any consents obtain by the Closing Date, (A) contravene, conflict with, contravene or result in any violation or breach of any provision of the organizational documents of Parent or Merger Sub Inc., (B) contravene, conflict with or result in constitute a violation or breach of any provision of any Law law, regulation, judgment, injunction, order or Order decree binding upon or applicable to the Parent, any Parent Subsidiary or Xxxxxxx, (Cc) require any consent or other action by any Person under, constitute a default under or give rise to a violationright of termination, cancellation or an event that, acceleration (with or without due notice or lapse of time or both, would constitute a default or a violation, under or of, or cause or permit the termination, cancellation, acceleration or other change ) of any right or obligation of the Parent, any Parent Subsidiary or the Xxxxxxx, or to a loss of any benefit or status to which the Parent, any Parent Subsidiary or any of its Subsidiaries Xxxxxxx, is entitled under any provision of any Contract agreement, contract or other instrument binding upon the Parent, any Parent Subsidiary or any of its Subsidiaries Xxxxxxx, or any license, franchise, permit, certificate, approval permit or other similar authorization affectingheld by the Parent, any Parent Subsidiary or Xxxxxxx, or relating in any way to, the assets or business of Parent and its Subsidiaries or (iid) result in the creation or imposition of any Lien, other than any Permitted Lien, Lien on any asset of the Parent, any Parent Subsidiary or any of its SubsidiariesXxxxxxx, exceptother than, in the case of each of clauses (i)(Bb), (i)(Cc) and (iid), which have not had and any such items that would not reasonably be expected to havenot, individually or in the aggregate, (x) have a Parent Material Adverse Effect or (y) an effect that would prevent, materially delay or materially impair the ability of Parent to perform its obligations under this Agreement or to consummate the MergerEffect.

Non-Contravention. The execution, delivery and performance by Parent and Merger Sub Inc. the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby do not and will not (i) assuming the authorizationscontravene, consents and approvals referred to conflict with or result in clauses (i) through (iv) any violation or breach of Section 5.3 are obtained and, with respect to consummation any provision of the transactions contemplated hereunder, other than any consents obtain by certificate of incorporation or bylaws of the Closing DateCompany, (Aii)(A) contravene, conflict with, or result in any violation or breach of any provision of the comparable organizational documents of Parent any of its Significant Subsidiaries including the memorandum and the articles of association of any such Subsidiary registered in England and Wales or Merger Sub Inc., Scotland or (B) contravene, conflict with, or result in any violation or breach of any provision of the comparable organizational documents of any of its Subsidiaries other than its Significant Subsidiaries (including the memorandum and the articles of association of any such Subsidiary registered in England and Wales or Scotland), (iii) assuming compliance with the matters referred to in Section 5.03, contravene, conflict with or result in a violation or breach of any provision of any Law or Order or Applicable Law, (Civ) assuming compliance with the matters referred to in Section 5.03, require any consent or other action by any Person under, constitute a default or a violation, or an event that, with or without notice or lapse of time or both, would constitute a default or a violationdefault, under or ofunder, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent the Company or any of its Subsidiaries is entitled under (A) any provision of any Contract agreement or other instrument binding upon Parent the Company or any of its Subsidiaries Subsidiaries, or (B) any licenseGovernmental Authorization held by, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent and the Company or any of its Subsidiaries Subsidiaries, or (iiv) result in the creation or imposition of any Lien, other than any Permitted Lien, Lien on any asset of Parent the Company or any of its Subsidiaries, except, with only those exceptions in the case of each of clauses (i)(B), (i)(Cii)(B) and (ii), which have not had and iii)-(v) as would not reasonably be expected to have, individually or in the aggregate, (x) a Parent Company Material Adverse Effect or (ywhich term shall be interpreted, for purposes of this Section 5.04, without clause (iv) an effect that would prevent, materially delay or materially impair in the ability of Parent to perform its obligations under this Agreement or to consummate the Mergerdefinition thereof).

Non-Contravention. The execution, delivery and performance by Parent Seller and Merger Sub Inc. its Affiliates of this Agreement and the other Acquisition Documents to which each of them is or will be a party and the consummation of the transactions contemplated hereby and thereby do not and will not not, assuming compliance with the matters referred to in Section 3.3 and completion of the Pre-Closing Reorganization in accordance with Section 2.4, (i) assuming violate the authorizations, consents and approvals referred to in clauses certificate of incorporation or bylaws (i) through (ivor equivalent governing instruments) of Section 5.3 are obtained andSeller, with respect to consummation of the transactions contemplated hereunderapplicable Affiliate, other than any consents obtain by the Closing DateTransferred Subsidiary or any Transferred Joint Venture, (Aii) contravene, conflict with, or result in violate any violation or breach of any provision of the organizational documents of Parent or Merger Sub Inc.applicable Law, (B) contravene, conflict with or result in a violation or breach of any provision of any Law or Order or (Ciii) require any consent or other action by any Person under, constitute a default or a violation, or an event that, with or without notice or lapse of time or both, would constitute a default or a violation, under or breach of, or cause or permit the give rise to any right of termination, cancellation, cancellation or acceleration or other change of any right or obligation of Seller, the applicable Affiliate, any Transferred Subsidiary or, to the Knowledge of Seller, any Transferred Joint Venture, or the to a loss of any benefit to which Parent Seller, the applicable Affiliate, or any Transferred Subsidiary or, to the Knowledge of its Subsidiaries Seller, any Transferred Joint Venture is entitled under under, any provision Material Contract or Lease, (iv) require a vote of, or consent by, the holders of any Contract binding upon Parent class or any series of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affectingcapital stock of Seller, or relating in any way to, the assets or business of Parent and its Subsidiaries or (iiv) result in the creation or imposition of any Lien, other than Lien on any Permitted Lien, Acquired Asset or on any asset of Parent or any Transferred Subsidiary or, to the Knowledge of its SubsidiariesSeller, exceptany Transferred Joint Venture, except for any Permitted Liens, with such exceptions, in the case of each of clauses (i)(Bii), (i)(Ciii) and (iiv), which have not had and as would not reasonably be expected to haveexpected, individually or in the aggregate, (x) to have a Parent Business Material Adverse Effect or (y) an effect that would prevent, materially delay or materially impair the ability of Parent to perform its obligations under this Agreement or to consummate the MergerEffect.

Non-Contravention. The execution, delivery and performance by each of Parent and Merger Sub Inc. of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (A) contravene, conflict with, or result in any violation or breach of any provision of the organizational documents of Parent or Merger Sub Inc.Organizational Documents, (Bii) assuming compliance with the matters referred to in ‎Section 5.03 and receipt of the Parent Stockholder Approval, contravene, conflict with or result in a any violation or breach of any provision of any Law or Order or Applicable Law, (Ciii) assuming compliance with the matters referred to in ‎Section 5.03 and receipt of the Parent Stockholder Approval, require any consent Consent or other action by any Person under, constitute a default or a violationdefault, or an event that, with or without notice or lapse of time or both, would constitute a default or a violationdefault, under or ofunder, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or any of its Subsidiaries is entitled under under, any provision of any Contract binding upon Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization governmental Consents (including Consents required by Contract) affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries Subsidiaries, or (iiiv) result in the creation or imposition of any Lien, other than any Permitted Lien, Lien on any asset of Parent or any of its Subsidiaries, exceptwith such exceptions, in the case of each of clauses (i)(B‎(ii) through ‎(iv), (i)(C) and (ii), which have as has not had and would not reasonably be expected to have, individually or in the aggregate, (x) a Parent Material Adverse Effect or (y) an effect that would prevent, materially delay or materially impair the ability of Parent to perform its obligations under this Agreement or to consummate the MergerEffect.

Non-Contravention. The execution, delivery and performance by Parent and Merger Sub Inc. the Company of this Agreement and the other agreements referred to in this Agreement to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby, including the Merger, do not and will not (a) contravene, breach or conflict with (i) any of the Company Organizational Documents or (ii) subject to Section 6.5 hereof and to the failure to obtain the Required Stockholder Approval at the Stockholders Meeting, any resolution adopted by the board of directors (or equivalent governing body) or stockholders or equityholders of any of the Acquired Companies, (b) assuming compliance with the authorizations, consents and approvals matters referred to in clauses (i) through (iv) of Section 5.3 are obtained and4.5, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (A) contravene, conflict with, breach or result in any violation or breach of any provision of the organizational documents of Parent or Merger Sub Inc., (B) contravene, conflict with or result in constitute a violation or breach of any provision of any Law binding upon or Order applicable to the Acquired Companies or by which any of their respective properties is bound or affected, (Cc) require any consent or other action by any Person under, constitute a default or a violation, (or an event thatthat with notice or lapse of time or both could reasonably be expected to become a default), give rise (with or without notice or lapse of time or both) to a right of termination, would constitute a default amendment, cancellation or a violationacceleration or require the consent of any Person, under or of, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent Material Contract or any of its Subsidiaries is entitled under any provision of any Contract binding upon Parent or any of its Subsidiaries or any licensePermit, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries or (iid) result in the creation or imposition of any Lien, other than any Permitted Lien, Encumbrance on any asset of Parent owned or used by any Acquired Company, (e) cause any of its Subsidiariesthe Acquired Companies to become subject to, or to become liable for, the payment of, any Tax; or (f) require a consent from any Person under any Real Property Lease, except, in the case of each of clauses (i)(B)b)-(f) for any such contraventions, (i)(C) and (ii)conflicts, which have not had and violations, breaches, defaults or other occurrences or matters that would not reasonably be expected to have, individually or in the aggregate, (x) have a Parent Company Material Adverse Effect or (y) an effect that would prevent, materially delay or materially impair the ability of Parent to perform its obligations under this Agreement or to consummate the MergerEffect.

Non-Contravention. The execution, delivery and performance by Parent each of Parent, Merger Sub 1 and Merger Sub Inc. 2 of this Agreement and the consummation of the transactions contemplated hereby Transactions to which it is a party do not and will not (i) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (A) contravene, conflict with, or result in any violation or breach of any provision of the organizational documents of Parent or Merger Sub Inc.Organizational Documents, (Bii) assuming the receipt or making (as applicable) of the Company Governmental Authorizations and the Parent Governmental Authorizations and the receipt of the Company Stockholder Approval, contravene, conflict with or result in a any violation or breach of any provision of any Law Applicable Law, (iii) assuming the receipt or Order or making (Cas applicable) of the Company Governmental Authorizations and the Parent Governmental Authorizations and the receipt of the Company Stockholder Approval, require any consent Consent or other action by any Person under, constitute a default or a violationdefault, or an event that, with or without notice or lapse of time or both, would constitute a default under, give rise to a payment obligation or a violation, under or ofother liability under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or any of its Subsidiaries is entitled under under, any provision of any Contract binding upon Parent or any of its Subsidiaries or Subsidiaries, any license, franchise, permit, certificate, approval or other similar authorization governmental Consents (including Consents required by Contract) affecting, or relating in any way to, the assets or business of Parent and or any of its Subsidiaries or any of its or their respective assets or businesses or any Parent Permit, or (iiiv) result in the creation or imposition of any Lien, other than any Permitted Lien, Lien on any asset of Parent or any of its Subsidiaries, exceptwith only such exceptions, in the case of each of clauses (i)(Bii) through (iv), (i)(C) and (ii), which have as has not had and would not reasonably be expected to have, individually or in the aggregate, (x) a Parent Material Adverse Effect or (y) an effect that would prevent, materially delay or materially impair the ability of Parent to perform its obligations under this Agreement or to consummate the MergerEffect.

Non-Contravention. The execution, delivery and performance by Parent Parent, Merger Subsidiary I and Merger Sub Inc. Subsidiary II of this Agreement and the consummation by Parent and Merger Subsidiary I of the transactions contemplated hereby do not and will not (i) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (A) contravene, conflict with, or result in any violation or breach of any provision of the organizational documents certificate of incorporation or bylaws of Parent or the certificate of incorporation or bylaws of Merger Sub Inc.Subsidiary I or Merger Subsidiary II, (Bii) assuming compliance with the matters referred to in Section 5.03, contravene, conflict with with, or result in a any violation or breach of any provision of any Law law, rule, regulation, judgment, injunction, order or Order decree, or (Ciii) require any material consent or other action by any Person under, constitute a default or a violationmaterial default, or an event that, with or without notice or lapse of time or both, would constitute could become a default or a violationmaterial default, under or ofunder, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any material benefit to which Parent the Company or any of its Subsidiaries is entitled under any provision of any Contract binding upon agreement filed as an exhibit to the Parent SEC Documents, or any of its Subsidiaries or any material license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the material assets or business of Parent except for such contraventions, conflicts and its Subsidiaries or violations referred to in clause (ii) result and for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes or losses referred to in the creation or imposition of any Lien, other than any Permitted Lien, on any asset of Parent or any of its Subsidiaries, except, in the case of each of clauses clause (i)(B), (i)(Ciii) and (ii), which have not had and that would not be reasonably be expected to have, individually or in the aggregate, (x) a Parent Material Adverse Effect or (y) an effect that would prevent, materially delay on Parent or materially to impair the ability of Parent to perform its obligations under this Agreement or Parent, Merger Subsidiary I and Merger Subsidiary II to consummate the Mergertransactions contemplated by this Agreement.

Non-Contravention. The execution, delivery and performance by Parent and Merger Sub Inc. the Company of its obligations under this Agreement and the consummation of the transactions contemplated hereby by this Agreement and by the Plan of Arrangement do not and will not shall not: (i) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (Aa) contravene, conflict with, or result in any violation or breach of any provision of the organizational articles, by-laws, constating documents or resolutions of Parent the directors or Merger Sub Inc.shareholders of the Company; (b) assuming compliance with the matters, or obtaining the approvals, referred to in paragraph (B4) above, contravene, conflict with with, or result in a any violation or breach of any provision of any Law applicable law or Order any license, approval, consent or authorization issued by a Governmental Authority held by the Company; (Cc) except as set forth in Paragraph 5(c) of the Disclosure Letter, require any notice or consent or other action by any Person under, contravene, conflict with, violate, breach or constitute a default or a violation, or an event that, with or without notice or lapse of time or both, would constitute a default or a violationdefault, under or ofunder, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent the Company or any of its Subsidiaries is entitled under under, or give rise to any rights of first refusal or trigger any change in control provisions or any restriction under, any provision of any Contract binding upon Parent Contract, Lease, or other instrument, indenture, deed of trust, mortgage, bond or any Authorization to which the Company or any of its Subsidiaries is a party or by which the Company or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries or is bound; or (iid) result in the creation or imposition of any Lien, other than any Permitted Lien, on any asset of Parent or Lien upon any of the properties or assets of the Company or its Subsidiaries, except, in the case of each of clauses paragraphs (i)(Bb), (i)(Cc) and (ii)d) above, for such contraventions, conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, changes, losses, rights of first refusal, triggers or restrictions which have not had and would not reasonably be expected to havenot, individually or in the aggregate, (x) have a Parent Material Adverse Effect or (y) an effect that would prevent, materially delay or materially impair the ability of Parent to perform its obligations under this Agreement or to consummate the MergerEffect.

Non-Contravention. The Subject to the obtaining of certain consents or approvals indicated in Section 4.3 of this Agreement or Section 4.2 of Parent's Disclosure Schedule, the execution, delivery and performance by Parent and Merger Sub Inc. of this Agreement and the other Transaction Agreements to which it is a party by each of Parent, Purchaser and Note Purchaser and the consummation by Parent, Purchaser and Note Purchaser of the transactions contemplated hereby do not and thereby will not (i) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (Ax) contravene, conflict with, or constitute or result in a breach or violation of (i) any violation Laws to which Parent, any of the Parent Principal Subsidiaries, Purchaser or breach Note Purchaser (or any of their respective assets) is subject, or (ii) any provision of the memorandum, articles of association, certificate of incorporation, by-laws or other organizational documents of Parent, any of the Parent Principal Subsidiaries, Purchaser or Merger Sub Inc., Note Purchaser or (By) contraveneviolate, conflict with or with, result in a violation breach of, constitute (or breach with notice or upon the expiration of any provision of any Law applicable grace or Order cure periods or (Cboth constitute) require any consent or other action by any Person a default under, constitute a default or a violation, or an event that, with or without notice or lapse of time or both, would constitute a default or a violation, under or of, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or any of its Subsidiaries is entitled under any provision of any Contract binding upon Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries or (ii) result in the creation acceleration of, create in any party the right to accelerate, terminate, modify, cancel or imposition require any notice under any agreement, contract, lease, license or instrument to which Parent, any of the Parent Principal Subsidiaries, Purchaser or Note Purchaser is a party or by which any Lienof them are bound or to which any of their properties or assets is subject, other than or create any Permitted Lien, Liens on any asset of Parent properties or assets owned by Parent, any of its the Parent Principal Subsidiaries, exceptPurchaser or Note Purchaser, in the case of each of clauses (i)(B), (i)(Cx)(i) and (iiy), which have not had and would not reasonably be expected to havethe effect of which, individually or in the aggregate, (x) has had or is reasonably likely to have a Parent Material Adverse Effect or (y) an effect that would prevent, materially delay or materially impair the ability of Parent to perform its obligations under this Agreement or to consummate the MergerEffect.

Non-Contravention. The execution, (a) Neither the execution and delivery and performance by Parent and Merger Sub Inc. of this Agreement by Merger Subsidiary and Parent nor the consummation by Merger Subsidiary and Parent of the transactions contemplated hereby do not and will not Transactions will, directly or indirectly (with or without notice or lapse of time): (i) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (A) contravene, conflict with, or result in any violation or breach of any provision of the organizational documents of Parent or Merger Sub Inc., (B) contravene, conflict with or result in a violation or breach of any provision or conflict with the certificate or articles of any Law incorporation or Order or (C) require any consent or other action by any Person underbylaws, constitute a default or a violation, or an event that, with or without notice or lapse of time or both, would constitute a default or a violation, under or of, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or any of its Subsidiaries is entitled under any provision of any Contract binding upon Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, organizational documents of Merger Subsidiary or relating in any way to, the assets or business of Parent and its Subsidiaries Parent; or (ii) result subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in the creation paragraph (b) below, violate any judgment or imposition of any LienLaw applicable to Merger Subsidiary or Parent, in each case, other than any Permitted Lien, on any asset of Parent or any of its Subsidiaries, except, in the case of each of clauses (i)(B), (i)(C) and (ii), which have not had and would not reasonably be expected to havesuch event which, individually or in the aggregate, (x) would not reasonably be expected to have a Parent Material Adverse Effect or (y) an material adverse effect that would prevent, materially delay or materially impair on the ability of Merger Subsidiary or Parent to perform its obligations under consummate the Transactions. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is necessary to be obtained or made by Merger Subsidiary or Parent in connection with Merger Subsidiary’s and Parent’s execution, delivery and performance of this Agreement or the consummation by Merger Subsidiary or Parent of the Transactions, except for (i) compliance with the DGCL, (ii) compliance with and filings pursuant to the HSR Act and Foreign Antitrust Laws, (iii) the filing of a certificate of merger with respect to the Merger with the Secretary of State of the State of Delaware, and (iv) such other consents, approvals, orders, waivers, authorizations, actions, nonactions, registrations, declarations, filings, permits and notices the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Parent’s ability to consummate the MergerMerger and the Transactions.

Non-Contravention. The execution, delivery and performance by Parent and Merger Sub Inc. of this Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby do not and will not (i) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 5.03 are obtained andobtained, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (A) contravene, conflict with, or result in any violation or breach of any provision of the organizational documents of Parent or and Merger Sub Inc.Sub, (Bii) assuming the authorizations, consents and approvals referred to in Section 5.03 are obtained, contravene, conflict with or result in a violation or breach of any provision of any Law or Order or (Ciii) assuming the authorizations, consents and approvals referred to in Section 5.03 are obtained, require any consent or other action by any Person under, constitute a default or a violation, or an event that, with or without notice or lapse of time or both, would constitute a default or a violation, under or of, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or any of its Subsidiaries is entitled under any provision of any Contract agreement or other instrument binding upon Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries or (ii) result in the creation or imposition of any Lien, other than any Permitted Lien, on any asset of Parent or any of its Subsidiaries, except, in the case of each of clauses (i)(B), (i)(Cii) and (iiiii), which have not had and would not reasonably be expected to have, individually or in the aggregate, (x) a Parent Material Adverse Effect or (y) an effect that would prevent, materially delay or materially impair the ability of Parent to perform its obligations under this Agreement or to consummate the MergerEffect.

Non-Contravention. The execution, delivery and performance by each of Parent and Merger Sub Inc. of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (A) contravene, conflict with, or result in any violation or breach of any provision of the organizational documents of Parent or Merger Sub Inc.Organizational Documents, (Bii) assuming compliance with the matters referred to in Section 5 03 and receipt of the Parent Stockholder Approval, contravene, conflict with or result in a any violation or breach of any provision of any Law or Order or Applicable Law, (Ciii) assuming compliance with the matters referred to in Section 5.03 and receipt of the Parent Stockholder Approval, require any consent Consent or other action by any Person under, constitute a default or a violationdefault, or an event that, with or without notice or lapse of time or both, would constitute a default or a violationdefault, under or ofunder, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or any of its Subsidiaries is entitled under under, any provision of any Contract binding upon Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization governmental Consents (including Consents required by Contract) affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries Subsidiaries, or (iiiv) result in the creation or imposition of any Lien, other than any Permitted Lien, Lien on any asset of Parent or any of its Subsidiaries, exceptwith such exceptions, in the case of each of clauses (i)(Bii) through (iv), (i)(C) and (ii), which have as has not had and would not reasonably be expected to have, individually or in the aggregate, (x) a Parent Material Adverse Effect or (y) an effect that would prevent, materially delay or materially impair the ability of Parent to perform its obligations under this Agreement or to consummate the MergerEffect.

Non-Contravention. The execution, delivery and performance by Parent and Merger Sub Inc. MergerSub of this Agreement, the execution delivery and performance by Parent of the Stock Option Agreement and the consummation by Parent and MergerSub of the transactions contemplated hereby and thereby (as applicable) do not and will not (ia) contravene or conflict with the restated certificate of incorporation or bylaws of Parent or the certificate of incorporation or bylaws of MergerSub, (b) assuming compliance with the authorizations, consents and approvals matters referred to in clauses (i) through (iv) of Section 5.3 are obtained and5.03, contravene or conflict with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (A) contravene, conflict with, or result in any violation or breach of any provision of the organizational documents of law, regulation, judgment, injunction, order or decree binding upon or applicable to Parent or Merger Sub Inc.any Parent Subsidiary, (Bc) contravene, conflict with or result in a violation or breach of any provision of any Law or Order or (C) require any consent or other action by any Person under, constitute a default or a violation, or an event that, with or without notice or lapse of time or both, would constitute a default or a violation, under or of, or cause or permit the give rise to a right of termination, cancellation, cancellation or acceleration or other change of any right or obligation of Parent or the any Parent Subsidiary or to a loss of any benefit or status to which Parent or any of its Subsidiaries Parent Subsidiary is entitled under any provision of any Contract agreement, contract or other instrument binding upon Parent or any of its Subsidiaries Parent Subsidiary or any license, franchise, permit, certificate, approval permit or other similar authorization affectingheld by Parent or any Parent Subsidiary, or relating in any way to, the assets or business of Parent and its Subsidiaries or (iid) result in the creation or imposition of any Lien, other than any Permitted Lien, Lien on any asset of Parent or any of its Subsidiaries, exceptParent Subsidiary other than, in the case of each of clauses (i)(Bb), (i)(Cc) and (iid), which have not had and any such items that would not reasonably be expected to havenot, individually or in the aggregate, (x) be reasonably likely to have a Parent Material Adverse Effect or (y) an effect that would prevent, materially delay prevent or materially impair the ability of Parent or MergerSub to perform its obligations under consummate the transactions contemplated by this Agreement or to consummate the MergerStock Option Agreement.

Non-Contravention. The execution, delivery and performance by Parent and Merger Sub Inc. Subsidiary of this Agreement and the consummation by Parent and Merger Subsidiary of the transactions contemplated hereby do not and will not (i) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (Aa) contravene, conflict with, or result in any violation or breach of any provision of the organizational documents Organizational Documents of Parent or Merger Sub Inc.Subsidiary, (Bb) assuming compliance with the matters referred to in Section 4.03(a) through Section 4.03(e), contravene, conflict with or result in a violation or breach of any provision of any Law or Order or Applicable Law, (Cc) assuming compliance with the matters referred to in Section 4.03(a) through Section 4.03(e), require any consent or other action by any Person under, constitute a default or a violationdefault, or an event that, with or without notice or lapse of time or both, would constitute a default or a violationdefault, under or ofunder, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or any of its Subsidiaries is entitled under any provision of any Contract binding upon Parent or any of its Subsidiaries or any licenseContract, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries or (iid) result in the creation or imposition of any Lien, other than any Permitted Lien, Lien on any asset of Parent or any of its Subsidiaries, exceptexcept for such contraventions, conflicts and violations referred to in the case of each of clause (b), such failures to obtain any such consent or other action referred to in clause (c), and such defaults, terminations, cancellations, accelerations, changes, losses or Liens referred to in clauses (i)(B), (i)(Cc) and (iid), which have that has not had and would not reasonably be expected to have, individually or in the aggregate, (x) have a Parent Material Adverse Effect on Parent or (y) an effect that would prevent, materially delay or materially impair the ability of each of Parent and Merger Subsidiary to perform its obligations under this Agreement or to consummate the Mergertransactions contemplated by this Agreement.

Non-Contravention. The execution, delivery and performance by each of Parent and Merger Sub Inc. Subsidiary of this Agreement and each other Transaction Document to which Parent or Merger Subsidiary is or will be a party and the consummation of the transactions contemplated hereby and thereby do not and will not (i) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (A) contravene, conflict with, or result in any violation or breach of any provision of the certificate of incorporation or bylaws (or similar organizational documents documents) of Parent or Merger Sub Inc.any of its Subsidiaries, (Bii) assuming compliance with the matters referred to in Section 5.03, contravene, conflict with or result in a violation or breach of any provision of any Law or Order or Applicable Law, (Ciii) require any consent or other action by any Person under, constitute a default or a violationdefault, or an event that, with or without notice or lapse of time or both, would constitute a default or a violationdefault, under or ofunder, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or any of its Subsidiaries is entitled under any provision of any Contract agreement or other instrument binding upon the Parent or any of its Subsidiaries or any of their respective properties or assets or any license, franchise, permit, certificate, approval or other similar authorization affectingof, or relating in any way todeposit, the assets letter of credit, trust fund or business bond posted by, Parent or any of Parent and its Subsidiaries or (iiiv) result in the creation or imposition of any Lien, other than any Permitted Lien, Lien on any asset of the Parent or any of its Subsidiaries, exceptwith such exceptions, in the case of each of clauses (i)(B), (i)(Ca) and clause (ii), which have not had and ) as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to be material or (xb) clauses (iii) and (iv), as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect or (y) an effect that would prevent, materially delay or materially impair the ability of Parent to perform its obligations under this Agreement or to consummate the MergerEffect.

Non-Contravention. The execution, delivery and performance by Parent and Merger Sub Inc. of this Agreement and each other Transaction Document to which they are a party, the execution, delivery and performance by the Parent Bank Subsidiary of the Bank Merger Agreement and the consummation of the transactions contemplated hereby and thereby do not and will not (ia) assuming violate the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (A) contravene, conflict with, or result in any violation or breach of any provision of the organizational documents Governing Documents of Parent or Merger Sub Inc.or the Parent Bank Subsidiary as currently in effect, (Bb) contraveneassuming compliance with the matters referred to in Section 4.04, conflict with violate any Applicable Law, or result in a violation or breach of any provision of any Law or Order or (C) require any consent or other action by any Person under, constitute a default breach, violation or a violationdefault, or constitute an event that, with or without notice or lapse of time or both, would constitute a default or a violation, under or ofunder, or cause or permit the give rise to any right of termination, cancellation, cancellation or acceleration or other change of any right or obligation of Parent or the any of its Subsidiaries or to a loss of any benefit to which Parent or any of its Subsidiaries is entitled under any provision of any Contract binding upon Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affectingMaterial Contract, or relating in any way to, the assets or business of Parent and its Subsidiaries or (iic) result in the creation or imposition of any Lien, other than any Permitted Lien, Lien on any asset of Parent or any of its Subsidiaries, exceptexcept for any Permitted Liens and with such exceptions, in the case of each of the foregoing clauses (i)(B), (i)(Cb) and (iic), which have not had and as would not reasonably be expected to haveexpected, individually or in the aggregate, (x) a Parent Material Adverse Effect or (y) an effect that would prevent, materially delay or to materially impair the Parent’s or Merger Sub’s ability of Parent to perform its or comply with their respective obligations under this Agreement or to the other Transaction Documents or consummate the Mergertransactions contemplated hereby or thereby.

Non-Contravention. The execution, delivery and performance by Parent and Merger Sub Inc. Subsidiary of this Agreement and the consummation by Parent and Merger Subsidiary of the transactions contemplated hereby do not and will not (i) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (A) contravene, conflict with, or result in any violation or breach of any provision of the organizational documents certificate of incorporation or bylaws of Parent or Merger Sub Inc.Subsidiary, (Bii) assuming compliance with the matters referred to in Section 5.03, contravene, conflict with or result in a violation or breach of any provision of any Law law, statute, ordinance, rule, regulation, judgment, injunction, order or Order or decree, (Ciii) require any consent or other action by any Person under, constitute a default or a violationdefault, or an event that, with or without notice or lapse of time or both, would constitute a default or a violationdefault, under or ofunder, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or any of its Subsidiaries is entitled under any provision of any Contract agreement or other instrument binding upon Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of the Parent and its Subsidiaries or (iiiv) result in the creation or imposition of any Lien, other than any Permitted Lien, Lien on any asset of the Parent or any of its Subsidiaries, exceptexcept for such contraventions, conflicts and violations referred to in the case of each of clause (ii) and for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes, losses or Liens referred to in clauses (i)(B), (i)(Ciii) and (ii), which have not had and iv) that would not be reasonably be expected to havebe material to Parent and its Subsidiaries, individually or in the aggregatetaken as a whole, (x) a Parent Material Adverse Effect or (y) an effect that would prevent, materially delay or materially to impair the ability of Parent to perform its obligations under this Agreement or Merger Subsidiary to consummate the Mergertransactions contemplated by this Agreement.

Non-Contravention. The execution, delivery and performance by Parent and Merger Sub Inc. Parexx xxx Mergxx Xxx of this Agreement and the consummation by Parexx xxx Merger Sub of the transactions contemplated hereby do not and will not (i) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 5.03 are obtained andobtained, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (A) contravene, conflict with, or result in any violation or breach of any provision of the organizational documents of Parent or and Merger Sub Inc.Sub, (Bii) assuming the authorizations, consents and approvals referred to in Section 5.03 are obtained, contravene, conflict with or result in a violation or breach of any provision of any Law or Order or (Ciii) assuming the authorizations, consents and approvals referred to in Section 5.03 are obtained, require any consent or other action by any Person under, constitute a default or a violation, or an event that, with or without notice or lapse of time or both, would constitute a default or a violation, under or of, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or any of its Subsidiaries is entitled under any provision of any Contract agreement or other instrument binding upon Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries or (ii) result in the creation or imposition of any Lien, other than any Permitted Lien, on any asset of Parent or any of its Subsidiaries, except, in the case of each of clauses (i)(B), (i)(Cii) and (iiiii), which have not had and would not reasonably be expected to have, individually or in the aggregate, (x) a Parent Material Adverse Effect or (y) an effect that would prevent, materially delay or materially impair the ability of Parent to perform its obligations under this Agreement or to consummate the MergerEffect.

Non-Contravention. The executionexecution and delivery of this Agreement by each of Parent and Merger Sub, delivery and the performance by each of Parent and Merger Sub Inc. of their respective covenants and obligations under this hereunder and, subject to the adoption of this Agreement and by Intermediate Holdco in its capacity as the sole stockholder of Merger Sub, the consummation of the transactions contemplated hereby Merger do not and will not (ia) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, violate or conflict with respect to consummation any provision of the transactions contemplated hereundercertificate of incorporation or bylaws or other constituent documents of Parent, other than any consents obtain by the Closing DateIntermediate Holdco or Merger Sub, (Ab) contraveneviolate, conflict with, or result in any violation or the breach of any provision of the organizational documents of Parent or Merger Sub Inc., (B) contravene, conflict with or result in a violation or breach of any provision of any Law or Order or (C) require any consent or other action by any Person under, constitute a default or a violation, (or an event that, which with or without notice or lapse of time or bothboth would become a default) under, would constitute a default or a violation, under or result in the termination of, or cause accelerate the performance required by, or permit result in a right of termination or acceleration under, any of the terminationterms, cancellationconditions or provisions of any note, acceleration bond, mortgage, indenture, lease, license, contract, agreement or other change of any right instrument or obligation or the loss of any benefit to which Parent or any of its Subsidiaries Merger Sub is entitled under any provision of any Contract binding upon Parent a party or by which Parent, Intermediate Holdco, Merger Sub or any of its Subsidiaries their respective properties or assets may be bound, (c) assuming compliance with the matters referred to in Section 3.4, violate or conflict with any licenselaw or order applicable to Parent, franchise, permit, certificate, approval Intermediate Holdco or other similar authorization affectingMerger Sub or by which any of their respective properties or assets are bound, or relating in any way to, the assets or business of Parent and its Subsidiaries or (iid) result in the creation or imposition of any Lien, Lien (other than any Permitted Lien, on any asset of Parent or Liens) upon any of its Subsidiariesthe properties or assets of Parent, exceptIntermediate Holdco or Merger Sub, except in the case of each of clauses (i)(Bb), (i)(Cc) and (ii)d) above, for such violations, conflicts, defaults, terminations, accelerations or Liens which have not had and would not reasonably be expected to havenot, individually or in the aggregate, (x) a Parent Material Adverse Effect prevent or (y) an effect that would prevent, materially delay the consummation of the Merger or materially impair the ability of Parent and Merger Sub to fully perform its their respective covenants and obligations under this Agreement or to consummate the MergerAgreement.

Non-Contravention. The execution, execution and delivery and performance by Parent and Merger Sub Inc. of this Agreement by Parent do not, and the consummation of the transactions contemplated hereby do not and thereby will not (i) assuming the authorizationsnot, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (A) contravene, conflict with, or result in any violation or breach of any provision of the organizational documents of Parent or Merger Sub Inc., (B) contraveneviolate, conflict with or result in a violation or breach of any provision of any Law of, or Order or (C) require any consent or other action by any Person under, constitute a default or a violation, or an event that, (with or without notice or lapse of time or both) under, would constitute a default or a violation, under or result in the termination of, or cause accelerate the performance required by, or permit the result in a right of termination, cancellation, cancellation or acceleration or other change of any right or obligation or the loss of a material benefit under, or result in the creation of any benefit lien, security interest, charge or encumbrance upon any of the properties or assets (any such violation, conflict, breach, default, right of termination, cancellation or acceleration, loss or creation, a "Violation") of Parent or any of its Subsidiaries, under any provisions of: (i) the limited partnership agreement, certificate of limited partnership, articles of incorporation, bylaws or similar governing documents of Parent or any of its Subsidiaries; (ii) subject to obtaining the Parent Required Statutory Approvals, any statute, law, ordinance, rule, regulation, judgment, decree, order or injunction of any Governmental Authority applicable to Parent or any of its Subsidiaries or any of their respective properties or assets or business as presently conducted; (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which Parent or any of its Subsidiaries is entitled under any provision of any Contract binding upon Parent now a party or by which it or any of its Subsidiaries properties or any licenseassets may be bound or affected; excluding from the foregoing clauses (i), franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries or (ii) result in the creation or imposition of any Lien, other than any Permitted Lien, on any asset of Parent or any of its Subsidiaries, except, in the case of each of clauses (i)(B), (i)(C) and (ii)iii) such Violations as would not, which have not had and would not reasonably be expected to have, individually or in the aggregate, (x) have a Parent Material Adverse Effect or (y) an effect that would prevent, materially delay or materially impair the ability of Parent to perform its obligations under this Agreement or to consummate the MergerEffect.

Non-Contravention. The executionexecution by Parent of this MoU, delivery the compliance by Parent with all of the provisions of and the performance by Parent and Merger Sub Inc. of its obligations under this Agreement MoU, and the consummation of the transactions contemplated hereby do not and Offer, (a) will not (i) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (A) contravene, conflict with, or result in a breach or violation of, or result in any violation or breach acceleration of any provision rights or obligations or the payment of any penalty under or the organizational documents creation of a Lien on the assets of Parent or Merger Sub Inc., any of its Subsidiaries (B) contravene, conflict with or result in a violation or breach of any provision of any Law or Order or (C) require any consent or other action by any Person under, constitute a default or a violation, or an event that, with or without the giving of notice or the lapse of time or both), would other than Permitted Liens, pursuant to, or permit any other party any right to terminate, accelerate or cancel, or otherwise constitute a default or a violationunder, under or ofany provision of any material Contract, or cause result in any change in the rights or permit the termination, cancellation, acceleration or other change obligations of any right party under any material Contract, in each case to which Parent is a party or obligation or the loss of any benefit to by which Parent or any of its Subsidiaries assets is entitled under bound, (b) will not violate or conflict with any provision Permit issued to Parent (assuming receipt by the Company of all authorizations, consents, Permits and approvals required in connection with the Offer), (c) will not violate or conflict in any Contract binding upon Parent or any material respect with the Organizational Documents of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affectingParent, or relating (d) assuming all authorizations, waivers, consents, filings, registrations and approvals described in ‎Section 5.4 have been obtained, made or given, will not violate or conflict with any way toapplicable Law, the assets or business of Parent and its Subsidiaries or except (ii) result in the creation or imposition of any Lien, other than any Permitted Lien, on any asset of Parent or any of its Subsidiaries, except, in the case of each of clauses (i)(B‎(a), (i)(C) and (ii‎(b), which have not had and would not reasonably be expected to have‎(d)) for such conflicts, breaches, violations, defaults, payments, accelerations, creations, permissions or changes that, individually or in the aggregate, (x) have not resulted and are not reasonably expected to result in a Parent Material Adverse Effect or (y) an effect that would prevent, materially delay or materially impair the ability of Parent to perform its obligations under this Agreement or to consummate the MergerEffect.

Non-Contravention. The execution, delivery and performance by Parent Xxxxxx and Merger Sub Inc. Buyer of this Agreement and the Ancillary Agreements, as applicable, and the consummation by Parent and Buyer of the transactions contemplated hereby Transactions do not and will not (i) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (Aa) contravene, conflict with, with or result in any violation or breach of any provision of the organizational documents of Parent or Merger Sub Inc.Buyer, (Bb) contraveneassuming compliance with the matters referred to in Section 4.03, conflict with cause or result in a violation or any breach of any provision of any Law or Order or (C) require any consent or other action by any Person under, constitute a default or a violationof, or an event that, default (with or without notice or lapse of time time, or both) under, would constitute or give rise to a default or a violation, under or right of, or cause or permit the result in, termination, cancellation, modification or acceleration or other change of any right or obligation or the loss of a benefit or right under, or result in the creation of any benefit to which Parent Lien (other than a Permitted Lien) in or upon any of the properties, assets or rights of Parent, Buyer or any of its their Subsidiaries is entitled under under, or require any consent, waiver or approval of or notice to any Person, or result in the triggering of any rights that the counterparty would not otherwise have or any liabilities that Buyer and Parent would not otherwise have pursuant to, any provision of any Contract binding upon Parent or (c) assuming compliance with the matters referred to in Section 4.03, violate or conflict with (i) any Law or Order applicable to Parent, Buyer or any of its their Subsidiaries or by which Parent, Buyer or any license, franchise, permit, certificate, approval or other similar authorization affectingof their Subsidiaries, or relating in any way toof their respective properties or assets, the assets may be subject or business of Parent and its Subsidiaries otherwise bound, or (ii) result in any rule or regulation of the creation or imposition of any LienNYSE applicable to Parent, other than any Permitted Lien, on any asset of Parent or any of its Subsidiaries, exceptthan, in the case of each of clauses (i)(Bb), (i)(C) and (ii)c) above, which have not had and as would not have or reasonably be expected to have, individually or in the aggregate, (x) a Parent Material Adverse Effect or (y) an effect that would prevent, materially delay or materially impair the ability of Parent to perform its obligations under this Agreement or to consummate the MergerEffect.

Non-Contravention. The execution, delivery and performance of this Agreement by Parent Xxxxxx and Merger Sub, and the consummation by Xxxxxx and Merger Sub Inc. of this Agreement and the consummation of the transactions contemplated hereby by this Agreement, do not and will not not: (ia) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (A) contravene, contravene or conflict with, or result in any violation or breach of of, any provision of the organizational documents documentsof Parent or Merger Sub; (b) contravene or conflict with, or result in any violation or breach of, any Law or Permit applicable to Parent or any of its Subsidiaries or by which any assets of Parent or Merger Sub Inc.any of its Subsidiaries ("Parent Assets") are bound, assuming that all Governmental Authorizations described in Section 4.2 have been obtained or made, as applicable, other than as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect; (Bc) contravene, conflict with or result in a any violation or breach of any provision of any Law or Order or (C) require any consent or other action by any Person under, constitute a default or a violationof, or an event that, constitute (with or without notice or lapse of time or both, would constitute ) a default (or a violation, under or of, or cause or permit the give rise to any right of termination, ,cancellation, acceleration or other change of consent) under any right or obligation or the loss of any benefit Contracts to which Parent or any of its Subsidiaries is entitled under a party or by which any provision of any Contract binding upon Parent or any of its Subsidiaries or any licenseAssets are bound (collectively, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of "Parent and its Subsidiaries or (ii) result in the creation or imposition of any LienContracts"), other than any Permitted Lien, on any asset of Parent or any of its Subsidiaries, except, in the case of each of clauses (i)(B), (i)(C) and (ii), which have not had and as would not reasonably be expected to havenot, individually or in the aggregate, (x) reasonably be expected to have a Parent Material Adverse Effect Effect; or **MSPSC Electronic Copy ** 2016-UA-225 Filed on 11/14/2016 ** (yd) an effect that require any consent, approval or other authorization of, or filing with or notification to, any Person under any Parent Contracts, other than as, if not obtained, would preventnot, materially delay individually or materially impair in the ability of aggregate, reasonably be expected to have a Parent to perform its obligations under this Agreement or to consummate the MergerMaterial Adverse Effect.

Non-Contravention. The execution, delivery and performance by Parent and Merger Sub Inc. the Company of this Agreement and the consummation of the transactions contemplated hereby by the Company do not and will not (i) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and4.03, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (A) contravene, conflict with, or result in any violation or breach of any provision of the organizational documents certificate of Parent incorporation or Merger Sub Inc.bylaws of the Company, (Bii) assuming the authorizations, consents and approvals referred to in Section 4.03 are obtained, contravene, conflict with or result in a violation or breach of any provision of any Law or Order or Order, (Ciii) assuming the authorizations, consents and approvals referred to in Section 4.03, require any consent or other action by any Person under, constitute a default or a violation, or an event that, with or without notice or lapse of time or both, would constitute a default or a violation, under or of, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent the Company or any of its Subsidiaries is entitled under under, any provision of any Contract agreement or other instrument binding upon Parent the Company or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent the Company and its Subsidiaries or (iiiv) result in the creation or imposition of any Lien, other than any Permitted Lien, on any asset of Parent the Company or any of its Subsidiaries, except, in the case of each of clauses (i)(Bii), (i)(Ciii) and (iiiv), which have not had had, and would not reasonably be expected to have, individually or in the aggregate, (x) a Parent Company Material Adverse Effect or (y) an effect that would prevent, materially delay or materially impair the ability of Parent to perform its obligations under this Agreement or to consummate the MergerEffect.

Non-Contravention. The execution, execution and delivery and performance by Parent and Merger Sub Inc. of this Agreement and the other agreements contemplated hereby do not, and the consummation of the Merger and the other transactions contemplated by this Agreement and thereby and compliance with the provisions of this Agreement and the other agreements contemplated hereby do not and will not (i) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (A) contravenenot, conflict with, or result in any violation or breach of any provision of the organizational documents of Parent or Merger Sub Inc., (B) contravene, conflict with or result in a violation or breach of any provision of any Law or Order or (C) require any consent or other action by any Person under, constitute a default or a violationof, or an event that, default (with or without notice or lapse of time time, or both, would constitute a default or a violation, under or of) under, or cause or permit the give rise to a right of termination, cancellation, cancellation or acceleration or other change of any right or obligation or to the loss of a benefit under, or result in the creation of any benefit Lien upon any of the properties or assets of Parent or any of its Subsidiaries under (other than any such Lien created as a result of any action taken by the Company), any provision of (a) the Parent Certificate of Incorporation, the Parent Bylaws or the comparable organizational documents of any of its Subsidiaries, or (b) subject to the filings and other matters referred to in the immediately following sentence, and assuming the accuracy of the representations and warranties of the Company set forth in Article 3, (i) any Contract to which Parent or any of its Subsidiaries is entitled under a party or by which any provision of their respective properties or assets are bound, (ii) any Contract binding upon Law or Order, in each case applicable to Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval of their respective properties or other similar authorization affectingassets, or relating in (iii) any way to, the assets or business of Parent and its Subsidiaries or (ii) result in the creation or imposition of any Lien, other than any Permitted Lien, on any asset Authorizations of Parent or any of its Subsidiaries, exceptother than, in the case of each of clauses clause (i)(B)b) above, (i)(C) and (ii)any such conflicts, which have not had and violations, defaults, rights, losses or Liens that would not reasonably be expected to havenot, individually or in the aggregate, (x) reasonably be expected to have a Parent Material Adverse Effect Effect. No Authorization, Order, waiver of, action or nonaction by, or filing with, or notice to, any Governmental Authority is required to be obtained or made by or with respect to Parent or any of its Subsidiaries in connection with the execution and delivery of this Agreement and the other agreements contemplated hereby by Parent or the consummation by Parent of the Merger or the other transactions contemplated by this Agreement, except for (yA) an effect that such filings and other actions required under applicable Canadian Securities Laws and the U.S. Securities Laws (including any state or provincial securities Laws) and the rules and policies of the NYSE, in each case, as are contemplated by this Agreement, including the filing with the SEC of the Joint Information Statement/Circular and Form S-4, (B) the Required Regulatory Approvals, (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and (D) any Permits and filings and notifications with respect to which the failure to obtain or make the same would preventnot reasonably be expected to be material to Parent and its Subsidiaries, taken as a whole, or could not reasonably be expected to prevent or significantly impede or materially delay the completion of the Arrangement or materially impair the ability of Parent to perform its obligations under this Agreement or to consummate the Merger.

Non-Contravention. The Except as otherwise described in Section 5.04 of the Parent Disclosure Letter, the execution, delivery and performance by each of the Parent and Merger Sub Inc. Entities of this Agreement and the consummation by each of the Parent Entities of the transactions contemplated hereby do not and will not (i) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (Aa) contravene, conflict with, or result in any violation or breach of any provision of the organizational certificate of incorporation, bylaws, articles of association or other applicable constitutional documents of any of the Parent or Merger Sub Inc.Entities, (Bb) assuming that the consents, approvals and filings referred to in Section 5.03 are obtained and made, as applicable, and receipt of the Parent Entity Approvals, contravene, conflict with or result in a violation or breach of any provision of any Law or Order or Applicable Law, (Cc) assuming that the consents, approvals and filings referred to in Section 5.03 are obtained and made, as applicable, and receipt of the Parent Entity Approvals, require any consent or other action by any Person under, constitute a default or a violationdefault, or an event that, with or without notice or lapse of time or both, would constitute a default or a violation, under or ofunder, or cause or permit the termination, cancellation, cancellation or acceleration or other change of any right or obligation or the loss of any benefit to which any of the Parent Entities or any of its their Subsidiaries is entitled under any provision of any Contract binding upon any of the Parent Entities or any of its their Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries Permit or (iid) result in the creation or imposition of any Lien, Lien (other than any Permitted Lien, Liens) on any asset of any of the Parent Entities or any of its their Subsidiaries, exceptwith only such exceptions, in the case of each of clauses (i)(B)Section 5.04 through Section 5.04, (i)(C) and (ii), which have not had and as would not reasonably be expected to have, individually or in the aggregate, (x) a Parent Material Adverse Effect or (y) an effect that would prevent, materially delay or materially impair the ability of Parent to perform its obligations under this Agreement or to consummate the MergerEffect.

Non-Contravention. The execution, delivery and performance by Parent and Merger Sub Inc. Subsidiary of this Agreement and the consummation by Merger Subsidiary of the transactions contemplated hereby Transactions do not and will not (i) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (A) contravene, conflict with, or result in any violation or breach of any provision of the organizational documents articles of Parent incorporation or by-laws of Merger Sub Inc.Subsidiary, (Bii) assuming that the actions, filings, notifications or reports referred to in Section 5.03 hereof are made and any approvals required in connection therewith are received, contravene, conflict with or result in a violation or breach of any provision of any Law applicable law, statute, ordinance, rule, regulation, judgment, injunction, order or Order or decree, (Ciii) require any consent or other action by any Person under, constitute a default or a violation, or an event that, with or without notice or lapse of time or both, would constitute a default or a violation, under or ofunder, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or any of its Subsidiaries Merger Subsidiary is entitled under any provision of any Contract agreement or other instrument binding upon Parent or any of its Subsidiaries Merger Subsidiary or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries Merger Subsidiary or (iiiv) result in the creation or imposition of any Lien, other than any Permitted Lien, Lien on any asset of Parent Merger Subsidiary, except for such contraventions, conflicts, violations and breaches referred to in clause (ii) and for such failures to obtain any such consent or any of its Subsidiariesother action, exceptdefault, termination, cancellation, acceleration, change, loss or Lien referred to in the case of each of clauses (i)(B), (i)(Ciii) and (ii), which have not had and iv) that would not be reasonably be expected to have, individually or in the aggregate, (x) have a Parent Material Adverse Effect on Merger Subsidiary or (y) an effect that would prevent, materially delay or materially impair the ability of Parent to perform prevent Merger Subsidiary from performing its obligations under this Agreement or prior to consummate the MergerEnd Date.

Non-Contravention. The execution, delivery and performance by Parent Xxxxxx and Merger Xxxxxx Sub Inc. of this Agreement and the consummation by Xxxxxx and Merger Sub of the transactions contemplated hereby do not and will not (i) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (Aa) contravene, conflict with, or result in any violation or breach of any provision of the organizational documents of Parent or Merger Sub Inc.Sub, (Bb) assuming compliance with the matters referred to in ‎Section 5.03, contravene, conflict with with, or result in a violation or breach of any provision of any Applicable Law or Order (c) assuming compliance with the matters referred to in ‎ ‎Section 5.03, require payment or (C) require notice to, or any consent or other action by any Person under, constitute a default breach or a violationdefault, or an event that, with or without notice or lapse of time or both, would constitute a default violation or a violation, under or breach of, or cause or permit the give rise to any right of termination, suspension, cancellation, acceleration acceleration, payment or any other change of any right rights or obligation obligations of Parent or any of its Subsidiaries, or the loss of any benefit to which Parent or any of its Subsidiaries is entitled under any provision of any Contract binding upon on Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization Permit affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries or (iid) result in the creation or imposition of any Lien, other than any Permitted Lien, Lien on any asset of Parent or any of its Subsidiaries, except, in the case of each of clauses (i)(Bb) through (d), (i)(C) and (ii), which as have not had and would not reasonably be expected to have, individually or in the aggregate, (x) a Parent Material Adverse Effect or (y) an effect that would prevent, materially delay or materially impair the ability of Parent to perform its obligations under this Agreement or to consummate the MergerEffect.

Non-Contravention. The Except with respect to Contracts to be satisfied in full or terminated in connection with the Debt Refinancings, the execution, delivery and performance by Parent and Merger Sub Inc. such Member of this Agreement and each of the Ancillary Agreements to which it is a party do not, and the consummation by such Member of the transactions contemplated hereby do not and thereby will not (i) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (Aa) contravene, conflict with, or result in any violation or breach of, the articles of any provision organization or operating agreement of the organizational documents of Parent or Merger Sub Inc.RTMMC, (Bb) contravenecontravene or conflict with, conflict with or result in a any violation or breach of of, in any provision of material respect, any Law Laws, Orders or Order Permits applicable to RTMMC or such Member or by which the Purchased Assets are bound, assuming that all consents, approvals, authorizations, filings and notifications described in Section 2.05, Section 3.03 and Section 4.03 have been obtained or made, (Cc) require result in any consent violation or other action by any Person underbreach of, or constitute a default or a violation, or an event that, (with or without notice or lapse of time or both) under, would constitute a default (x) any RTMMC Material Contract or a violation, under or of, or cause or permit the termination, cancellation, acceleration or (y) any other change of any right or obligation or the loss of any benefit Contract to which Parent RTMMC or such Member is a party or by which any of the Purchased Assets or any of its Subsidiaries is entitled under any provision of any Contract binding upon Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries or (ii) result in the creation or imposition of any Liensuch Member are bound, other than any Permitted Lien, on any asset of Parent or any of its Subsidiaries, except, in the case of each of clauses this clause (i)(B)y) any such violation, (i)(C) and (ii), which have not had and breach or default that would not reasonably be expected to havebe, individually or in the aggregate, material to RTMMC or such Member, (d) require any consent, approval or other authorization of, or filing with or notification to, any Person under (x) a Parent any RTMMC Material Adverse Effect Contract or (y) an effect any other Contract to which RTMMC or such Member is a party or by which any of the Purchased Assets or any of the assets of such Member are bound, other than in the case of this clause (y) any such consent, approval, authorization, filing or notification that, if not obtained or made, would not reasonably be expected to be, individually or in the aggregate, material to RTMMC or such Member, (e) give rise to any termination, cancellation, amendment, modification or acceleration of any rights or obligations under (x) any RTMMC Material Contract or (y) any other Contract to which RTMMC or such Member is a party or by which any of the Purchased Assets or any of the assets of such Member are bound, other than in the case of this clause (y) any such termination, cancellation, amendment, modification or acceleration that would preventnot reasonably be expected to be, materially delay individually or materially impair in the ability aggregate, material to RTMMC or such Member, or (f) cause the creation or imposition of Parent to perform its obligations under this Agreement any Liens (other than Permitted Liens) on any of the Purchased Assets or to consummate the Mergerany material assets of such Member.

Non-Contravention. The execution, delivery and performance by Parent and Merger Sub Inc. Buyer of this Agreement and each of the Ancillary Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not (i) violate any provision of Buyer’s organizational documents, (ii) assuming the authorizationsreceipt of all consents, consents approvals, waivers and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation authorizations and the making of the transactions contemplated hereundernotices and filings listed in Buyer Disclosure Schedule 5.3(a) conflict with or result in a violation or breach of, other than any consents obtain by the Closing Date, (A) contravene, conflict withor constitute a default under, or result in any violation the termination, cancellation, modification or breach acceleration (whether after the filing of notice or the lapse of time or both) of any provision right or obligation of Buyer under, or result in a loss of any benefit to which Buyer is entitled under, any Contract or result in the organizational documents creation of Parent any Encumbrance upon any of Buyer’s assets or Merger Sub Inc.(iii) assuming the receipt of all consents, (Bapprovals, waivers and authorizations and the making of notices and filings set forth on Buyer Disclosure Schedule 5.3(a) contraveneor required to be made or obtained by Sellers, conflict with or result in a violation or breach of any provision of any Law of, or Order or (C) require any consent or other action by any Person under, constitute a default or a violationunder, any Law to which Buyer is subject, or an event that, with or without notice or lapse of time or both, would constitute a default or a violation, under or of, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or any of its Subsidiaries is entitled under any provision of any Contract binding upon Parent Governmental Authorizations or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries or (ii) result in the creation or imposition of any LienGovernmental Consents, other than any Permitted Lien, on any asset of Parent or any of its Subsidiaries, exceptthan, in the case of each of clauses (i)(B), (i)(Cii) and (iiiii), which have not had and conflicts, violations, breaches, defaults, terminations, cancellations, modifications, accelerations, losses or Encumbrances that would not reasonably be expected to havenot, individually or in the aggregate, (x) a Parent Material Adverse Effect or (y) an effect that would prevent, materially delay reasonably be expected to prevent or materially impair the or delay Buyer’s ability of Parent to perform its obligations under this Agreement or the Ancillary Documents to consummate the Mergerwhich it is a party.

Non-Contravention. The execution, delivery delivery, and performance of this Agreement by Parent and Merger Sub Inc. of this Agreement and the consummation by Parent and Merger Sub of the transactions contemplated hereby by this Agreement, do not and will not not: (i) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (A) contravene, contravene or conflict with, or result in any violation or breach of any provision of, Parent’s or Merger Sub’s Charter Documents; (ii) assuming that all of the organizational documents Consents contemplated by clauses (i) through (v) of Section 4.03 have been obtained or made, and in the case of the consummation of the Merger, conflict with or violate any Law applicable to Parent or Merger Sub Inc., or any of their respective properties or assets; (Biii) contravene, conflict with or result in a violation or any breach of any provision of any Law or Order or (C) require any consent or other action by any Person under, constitute a default or a violation, (or an event that, that with or without notice or lapse of time or bothboth would become a default) under, would constitute a default result in Parent’s or a violation, under or of, or cause or permit the termination, cancellation, acceleration or other change any of any right or obligation or the its Subsidiaries’ loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which Parent or any of its Subsidiaries is entitled under any provision a party or otherwise bound as of any Contract binding upon Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent and its Subsidiaries date hereof; or (iiiv) result in the creation or imposition of any Lien, a Lien (other than any Permitted Lien, Liens) on any asset of the properties or assets of Parent or any of its Subsidiaries, except, in the case of each of clauses (i)(Bii), (i)(C) iii), and (iiiv), which have not had and for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would not reasonably be expected to have, individually or in the aggregate, (x) a Parent Material Adverse Effect or (y) an effect that would prevent, materially delay or materially impair the ability of Parent to perform its obligations under this Agreement or to consummate the MergerEffect.

Non-Contravention. The execution5.1 Assuming compliance with the matters referred to in paragraph 4 of this Schedule 5 and receipt of the Court Sanction Order, delivery the execution and performance by the Purchaser and the Parent and Merger Sub Inc. of this Agreement and the consummation by the Parent and the Purchaser of the transactions contemplated hereby Transaction do not and will not not: (i) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, other than any consents obtain by the Closing Date, (Aa) contravene, conflict with, or result in any violation or breach of any provision of the organizational constitutional documents of the Parent or Merger Sub Inc., the Purchaser; (Bb) contravene, conflict with or result in a any violation or breach of any provision of any Law or Order or Applicable Law; (Cc) (i) require any consent payment or other action Consent by any Person under, (ii) constitute a default or a violationdefault, or an event that, with or without notice or lapse of time or both, would constitute a breach or default or a violation, under or ofunder, or (iii) cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent the Parent, the Purchaser or any of its their respective Subsidiaries is entitled under under, (iv) give rise to any obligation to make an offer to purchase or redeem any Indebtedness or capital shares under, or (v) require the payment of a penalty payment under, in each case, any provision of any Contract or Permit binding upon Parent on the Parent, the Purchaser or any of its their respective Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent the Parent, the Purchaser and its Subsidiaries or their respective Subsidiaries; or (iid) result in the creation or imposition of any Lien, Encumbrance (other than any Permitted Lien, Encumbrance) on any asset of the Parent or any of its Subsidiaries, except, in the case of each of clauses sub-paragraphs (i)(Bb) through (d), (i)(C) and (ii), which have as has not had and would not reasonably be expected to have, individually or in the aggregate, (x) a Parent Material Adverse Effect or (y) an effect that would prevent, materially delay or materially impair the ability of Parent to perform its obligations under this Agreement or to consummate the MergerEffect.

Non-Contravention. The execution, execution and delivery and performance of this Agreement by Parent and Merger Sub Inc. Purchaser does not, and performance of this Agreement by Parent and the consummation of the transactions contemplated hereby do not and Purchaser will not not: (i) assuming conflict with or violate the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation of the transactions contemplated hereunder, Parent Charter Documents or any other than any consents obtain by the Closing Date, (A) contravene, conflict with, or result in any violation or breach Subsidiary Charter Documents of any provision of the organizational documents Subsidiary of Parent or Merger Sub Inc., (Bii) contravenesubject to compliance with the requirements set forth in Section 4.2(c), conflict with or violate any Legal Requirement applicable to Parent, Purchaser or any of Parent's other Subsidiaries or by which Parent, Purchaser or any of Parent's other Subsidiaries or any of their respective properties is bound, or (iii) result in a violation or any breach of any provision of any Law or Order or (C) require any consent or other action by any Person under, constitute a default or a violation, (or an event that, that with or without notice or lapse of time or bothboth would become a default) under, would constitute a default or a violationgive to others any rights of termination, under amendment, acceleration or cancellation of, or cause result in the creation of a Lien on any of the properties or permit assets of the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent Company or any of its Subsidiaries is entitled under any provision of any Contract binding upon Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way pursuant to, the assets or business of any Parent and its Subsidiaries or Material Contract except, with respect to clause (ii) result or (iii), for any such conflicts, violations, breaches, defaults or other occurrences which (a) would not substantially impair the Parent or Purchaser from performing its obligations hereunder and (b) would not have a Material Adverse Effect on Parent. As used in this Agreement, "Parent Material Contract" shall mean any Contract, or group of Contracts with a Person (or group of affiliated Persons), the creation termination or imposition breach of any Lien, other than any Permitted Lien, which would be reasonably expected to have a material adverse effect on any asset material division or business unit or other material operating group of product or service offerings of Parent or any of its Subsidiaries, except, in the case of each of clauses (i)(B), (i)(C) and (ii), which otherwise have not had and would not reasonably be expected to have, individually or in the aggregate, (x) a Parent Material Adverse Effect or (y) an effect that would prevent, materially delay or materially impair the ability of Parent to perform its obligations under this Agreement or to consummate the Mergeron Parent.

Non-Contravention. The execution, delivery and performance by Parent and Merger Sub Inc. the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated hereby do not and will not (i) assuming the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 are obtained and, with respect to consummation accuracy of the transactions contemplated hereunderrepresentation in Section 5.08, other than any consents obtain by the Closing Date, (A) contravene, conflict with, or result in any violation or breach of any provision of the organizational certificate of incorporation or bylaws of the Company or the comparable governing documents of Parent or Merger Sub Inc.any of its Subsidiaries, (Bii) contravene, conflict with with, or result in a violation or breach of any provision of any Applicable Law or Order or Order, (Ciii) assuming compliance with the matters referred to in Section 4.03, require any consent or other action by any Person under, violate, result in a breach, constitute a default or a violationdefault, or an event that, with or without notice or lapse of time or both, would constitute a default or a violation, under or ofunder, or cause or permit the termination, cancellation, modification, acceleration or other change of any right or obligation or the loss of any benefit to which Parent (with or any without notice or lapse of its Subsidiaries is entitled under time or both) under, any provision of any Material Contract binding upon Parent the Company or any of its Subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization Governmental Authorization affecting, or relating in any way to, the assets or business of Parent and the Company or any of its Subsidiaries Subsidiaries, or (iiiv) result (with or without notice or lapse of time or both) in the creation or imposition of any Lien, other than any Permitted Lien, Lien on any asset of Parent the Company or any of its SubsidiariesSubsidiaries other than Liens created by Parent, exceptwith only such exceptions, in the case of each of clauses (i)(Bii), (i)(Ciii) and (iiiv), which have not had and as would not reasonably be expected to have, individually or in the aggregate, (x) a Parent Company Material Adverse Effect or (y) an effect that would prevent, materially delay or materially impair the ability of Parent to perform its obligations under this Agreement or to consummate the MergerEffect.

Non-Contravention. The execution, Neither the execution and delivery and performance by Parent and Merger Sub Inc. of this Agreement and by Parent or Merger Sub, nor the consummation by Parent or Merger Sub of the transactions contemplated hereby do not and Transactions, nor the compliance by Parent or Merger Sub with any of the terms or provisions hereof, will not (ia) violate or conflict with any provision of the governing documents of Parent or the Articles of Incorporation or By-laws of Merger Sub, or (b) assuming that the authorizations, consents and approvals referred to in clauses (i) through (iv) of Section 5.3 4.5 are obtained andand the filings referred to in Section 4.5 are made, with respect to consummation of the transactions contemplated hereunderviolate any Law, other than any consents obtain by the Closing Datejudgment, (A) contravene, conflict with, writ or result in any violation or breach injunction of any provision of the organizational documents of Parent or Merger Sub Inc., (B) contravene, conflict with or result in a violation or breach of any provision of any Law or Order or (C) require any consent or other action by any Person under, constitute a default or a violation, or an event that, with or without notice or lapse of time or both, would constitute a default or a violation, under or of, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit Governmental Authority applicable to which Parent or any of its Subsidiaries is entitled under any provision of any Contract binding upon Parent or any of its Subsidiaries or any license, franchise, permit, certificate, approval of their respective properties or other similar authorization affectingassets, or relating (c) violate, breach, conflict with, result in the loss of any way tobenefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the assets termination of or business a right of Parent and its Subsidiaries termination or (ii) cancellation under, accelerate the performance required by, or result in the creation or imposition of any LienLien upon any of the respective properties or assets of, other than any Permitted LienParent, on any asset of Parent Merger Sub or any of its Subsidiariestheir respective Subsidiaries under, any of the terms, conditions or provisions of any Contract or Permit to which Parent, Merger Sub, or any of their respective Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected except, in the case of each of clauses (i)(B), (i)(Cb) and (iic), which have not had and would not reasonably be expected to haveas, individually or in the aggregate, (x) a Parent Material Adverse Effect would not reasonably be expected to prevent or (y) an effect that would prevent, materially delay or materially impair the ability consummation of Parent to perform its obligations under this Agreement or to consummate the MergerTransactions.