Common use of Noncontravention Clause in Contracts

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither the execution and delivery of this Agreement, nor consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation or By-laws of Seller or (ii) conflict with, result in breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller is a party or by which Seller is bound or to which Seller or its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement.

Noncontravention. Except as set forth in Schedule 4(d) hereto, Subject to the Knowledge filing of Sellerthe Certificate of Merger as required by the DGCL, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this AgreementAgreement or the Transaction Documentation to which it is a party, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated herebyhereby or thereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate organizational documents or bylaws of Incorporation the Parent or By-laws the Acquisition Subsidiary, as the case may be, (b) require on the part of Seller the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (iic) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, instrument, contract or other arrangement instrument to which Seller the Parent or the Acquisition Subsidiary, as the case may be, is a party or by which Seller either is bound or to which Seller any of their assets are subject, except, in the case of the foregoing clauses (b) and (c), for (i) any conflict, breach, default, acceleration, termination, modification or its assets is subject cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of its assetsthe Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to the Parent or the Acquisition Subsidiary, except, in the case of the foregoing clause (e), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest such violations that would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementParent Material Adverse Effect.

Noncontravention. Except as set forth in Schedule 4(d) hereto, Subject to the Knowledge filing of Sellerthe Certificate of Merger as required by the Delaware Act, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this AgreementAgreement or the Transaction Documentation, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated herebyhereby or thereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate organizational documents or bylaws of Incorporation the Parent or By-laws the Acquisition Subsidiary, as the case may be, (b) require on the part of Seller the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than required notification to the Financial Industry Regulatory Authority (ii“FINRA”), (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, instrument, contract or other arrangement instrument to which Seller the Parent or the Acquisition Subsidiary, as the case may be, is a party or by which Seller either is bound or to which Seller any of their assets are subject, except for (i) any conflict, breach, default, acceleration, termination, modification or its assets is subject cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability assets of the Parties Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give Parent or the Acquisition Subsidiary or any notice to, make any filing with, of their properties or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementassets.

Noncontravention. Except as set forth in Schedule 4(d) hereto, Subject to the Knowledge receipt of SellerStockholder Approval and the filing of the Certificate of Merger as required by the GCL, neither the execution and delivery by the Company of this Agreement, nor the consummation by the Company of the transactions contemplated hereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate certificate of Incorporation incorporation or By-laws bylaws of Seller the Company, as amended to date, (b) require on the part of the Company any filing with, or any permit, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (iia “Governmental Entity”), except for such permits, authorizations, consents and approvals for which the Company is obligated to use its Reasonable Best Efforts (as defined in Section 4.1), to obtain pursuant to Section 4.2(a), (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party Party the right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, instrument, contract or other arrangement instrument to which Seller the Company is a party or by which Seller the Company is bound or to which Seller or its any of their assets is subject (or result in the imposition of any Security Interest upon any of its assets)subject, except where the violation, for (i) any conflict, breach, default, acceleration, termination, modificationmodification or cancellation in any contract or instrument set forth in Section 2.4 of the Disclosure Schedule, cancellationfor which the Company is obligated to use its Reasonable Best Efforts to obtain waiver, failure consent or approval pursuant to give noticeSection 4.2(b), (ii) any conflict, breach, default, acceleration, termination, modification or Security Interest cancellation which would not have a material adverse effect on Company Material Adverse Effect and would not adversely affect the condition (financial or otherwise) consummation of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(dhereby or (iii) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, consent or to obtain any authorization, consent, or approval waiver the absence of which would not have a material adverse effect on Company Material Adverse Effect and would not adversely affect the condition (financial or otherwise) consummation of Seller or on the ability of the Parties to consummate the transactions contemplated by hereby, (d) result in the imposition of any Security Interest (as defined below) upon any assets of the Company or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its properties or assets. For purposes of this Agreement: “Security Interest” means any mortgage, pledge, security interest, encumbrance, charge or other lien (whether arising by contract or by operation of law), other than (i) mechanic’s, materialmen’s, and similar liens, (ii) liens arising under worker’s compensation, unemployment insurance, social security, retirement, and similar legislation, and (iii) liens on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the Ordinary Course of Business (as defined below) of the Company and not material to the Company; and “Ordinary Course of Business” means the ordinary course of the Company’s business, consistent with past custom and practice (including with respect to frequency and amount).

Noncontravention. Except as set forth in Schedule 4(d) hereto, Subject to the Knowledge filing of Sellerthe Certificate of Merger as required by the Delaware Act, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this AgreementAgreement or the Transaction Documentation to which it is a party, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated herebyhereby or thereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate organizational documents or bylaws of Incorporation the Parent or By-laws the Acquisition Subsidiary, as the case may be, (b) require on the part of Seller the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Merger Shares, which will be completed by Parent following the Effective Time, (iic) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, instrument, contract or other arrangement instrument to which Seller the Parent or the Acquisition Subsidiary, as the case may be, is a party or by which Seller either is bound or to which Seller or its any of their assets is subject (or result are subject, except, in the imposition case of any Security Interest upon any of its assetsthe foregoing clauses (b) and (c), except where the violation, for (i) any conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, modification or Security Interest cancellation which would not reasonably be expected to have a material adverse effect on Parent Material Adverse Effect and would not reasonably be expected to adversely affect the condition (financial or otherwise) consummation of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(dhereby or (ii) heretoany notice, Seller does consent or waiver the absence of which would not need reasonably be expected to give any notice to, make any filing with, or obtain any authorization, consent, or approval have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreementhereby, except where (d) result in the failure to give notice, to file, or to obtain imposition of any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability security interest upon any assets of the Parties Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to consummate the transactions contemplated by this AgreementParent or the Acquisition Subsidiary.

Noncontravention. Except Other than as set forth in Schedule 4(don §3(b) hereto, to of the Knowledge of SellerDisclosure Schedule, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will shall (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, decree or other restriction ruling of any government, governmental agency, agency or court to which Seller any of the Sellers, the Company or its Subsidiaries is subject or any provision of the Certificate Constitutive Documents of Incorporation any of the Sellers, the Company or By-laws of Seller its Subsidiaries or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, modify or cancel, or require any notice or consent under any agreement, contract, lease, license, instrument, license or other arrangement instrument to which Seller any of the Sellers, the Company or any of its Subsidiaries is a party or by which Seller is any of them are bound or to which Seller or its assets is subject (or result in the imposition of any Security Interest upon any of its assets)their assets are subject, except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, cancellation or failure to give notice, or Security Interest notice would not have a Material Adverse Effect or a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties Sellers, the Company or any of its Subsidiaries to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) heretofor applicable requirements of Competition Laws, Seller does not need including the Xxxx-Xxxxx-Xxxxxx Act and the EC Merger Regulation, none of the Sellers, the Company or its Subsidiaries is required to give any notice to, make any filing with, or obtain any authorization, consent, consent or approval of any government or governmental agency in order for the Parties Sellers and the Company to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, file or to obtain any authorization, consent, consent or approval would not have a Material Adverse Effect or a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties Sellers or the Company to consummate the transactions contemplated by this Agreement.

Noncontravention. Except as set forth in Schedule 4(d) heretoSection I.04 of the Exchange Disclosure Schedule, the execution, delivery and performance by LM, the Company and each Transferor Subsidiary of the Transaction Documents to which it is a party and the Knowledge of Seller, neither the execution and delivery of this Agreement, nor consummation of the transactions contemplated hereby, Contemplated Transactions do not and will not (ivii) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, the certificate of incorporation or bylaws or other restriction organizational documents of LM, the Company or such Transferor Subsidiary, (viii) assuming compliance with the matters referred to in Exhibit I.03, violate any governmentApplicable Law, governmental agency, or court to which Seller is subject or any provision (ix) assuming the obtaining of the Certificate of Incorporation or By-laws of Seller or (ii) conflict with, result in breach ofall Required Consents, constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of LM, the Company, such Transferor Subsidiaries or any Access Graphics Foreign Subsidiary or to a loss of any benefit relating primarily to the Businesses to which LM, the Company, such Transferor Subsidiary or any Access Graphics Foreign Subsidiary is entitled under, any provision of any agreement, contract or other instrument binding upon LM, the Company, such Transferor Subsidiary or any Access Graphics Foreign Subsidiary and relating primarily to the Businesses or by which any of the Transferred Assets is or may be bound or any license, franchise, permit or similar authorization held by LM, the Company, such Transferor Subsidiary or any Access Graphics Foreign Subsidiary relating primarily to the Businesses or (x) result in the acceleration of, create in any party the right to accelerate, terminate, modify, creation or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller is a party or by which Seller is bound or to which Seller or its assets is subject (or result in the imposition of any Security Interest upon Lien on any of its assets)Transferred Asset, other than Permitted Liens, except where the violation, conflict, breachfor such violation referred to in clause (ii), default, acceleration, termination, modification, cancellation, failure acceleration or loss referred to give noticein clause (iii) or creation or imposition of any Lien on any Transferred Asset referred to in clause (iv), or Security Interest would that could not reasonably be expected to have a material adverse effect Material Adverse Effect on the condition (financial Company or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementBusinesses.

Noncontravention. Except as set forth in on Schedule 4(d) hereto, to the Knowledge of Seller2(c), neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will hereby will: (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller the Company is subject or any provision of the Certificate Articles of Incorporation Incorporation, as amended or By-laws Laws of Seller the Company, as amended; or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller the Company is a party or by which Seller it is bound or to which Seller or any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the condition (Business, financial condition, operations, results of operations, or otherwise) future prospects of Seller the Company or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto2(c), Seller Company does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, Agreement except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (business, financial condition, operations, results of operations, or otherwise) future prospects of Seller the Company or on the ability of the Parties to consummate the transactions contemplated by this Agreement.

Noncontravention. Except (a) The execution, delivery and performance by the Seller Parties of this Agreement and the other Transaction Documents to which any Seller Party is party do not, and the consummation of the transactions contemplated by this Agreement and any such other Transaction Documents and compliance with the provisions of this Agreement and any such other Transaction Documents will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of any of the Seller Parties under, any provision of (i) any Seller Party’s certificate of formation or other organizational documents, (ii) any Material Contract or (iii) any Legal Requirement to which any Seller Party is a party or any of their respective properties or assets are subject, other than (x) in the case of this clause (iii), any such conflicts, violations, defaults, rights, losses or Liens that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or (y) as set forth on Schedule 4.3(a) of the Disclosure Schedules (the “Third Party Consents”). (b) No consent, approval, order, waiver or authorization of, action or nonaction by, registration, declaration or filing with, or notice to, any Governmental Authority is required to be obtained or made by or with respect to any of the Seller Parties in Schedule 4(d) hereto, to the Knowledge of Seller, neither connection with the execution and delivery of this Agreement, nor Agreement by the Seller Parties or the consummation by the Seller Parties of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation or By-laws of Seller or (ii) conflict with, result in breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller is a party or by which Seller is bound or to which Seller or its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where for (A) the failure filing with the SEC of a proxy statement in preliminary and definitive form relating to give noticethe Members’ Meeting, as defined below (such proxy statement, as amended or supplemented from time to filetime, or to obtain any authorizationthe “Proxy Statement”), consentand the filing of such reports under the Securities Exchange Act of 1934 (together with the rules and regulations promulgated thereunder, or approval would not have a material adverse effect on the condition (financial or otherwise“Exchange Act”) of Seller or on the ability of the Parties to consummate as may be required in connection with this Agreement and the transactions contemplated by this Agreement, and (B) such other consents, approvals, orders, waivers, authorizations, actions, nonactions, registrations, declarations, filings and notices set forth in Schedule 4.3(b) of the Disclosure Schedules (the “Required Governmental Approvals”).

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller any of TFSB, TFSI and TFS is subject or any provision of the Certificate charter, memorandum of Incorporation association, bylaws or Byby-laws of Seller TFSB, TFSI or TFS or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, that would have a Material Adverse Effect or require any notice where the failure to provide notice would have such a Material Adverse Effect, under any agreement, contract, lease, license, instrument, or other arrangement to which Seller TFSB, TFSI or TFS is a party or by which Seller it is bound or to which Seller or any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where . Other than in connection with the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability provisions of the Parties to consummate Securities Exchange Act and the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) heretostate securities laws, Seller TFSB, TFSI or TFS does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement. CONFIDENTIAL March 30, except where 2005 lease, license, instrument, or other arrangement to which TFSB, TFSI or TFS is a party or by which it is bound or to which any of its assets is subject (or result in the failure imposition of any Security Interest upon any of its assets). Other than in connection with the provisions of the Securities Exchange Act and the state securities laws, TFSB, TFSI or TFS does not need to give noticeany notice to, to filemake any filing with, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial of any government or otherwise) of Seller or on the ability of governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement.

Noncontravention. (a) Except as set forth in Schedule 4(d) hereto3.04, to the Knowledge of Sellerexecution, neither the execution delivery and delivery performance of this AgreementAgreement do not, nor and the execution, delivery and performance of each Ancillary Agreement by Seller will not, and the consummation of the transactions contemplated hereby, hereby and thereby do not and will not (i) violate any constitutionviolate, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, conflict with or other restriction result in the breach of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate certificate of Incorporation incorporation or Byby-laws of Seller or Seller, (ii) assuming compliance with the matters referred to in Section 3.03, conflict withwith or violate any Law or Governmental Order applicable to Seller or the Business, result in breach of(iii) require any consent or other action by or notification to any Person under, constitute a default under, result in or give to any Person any rights of termination, amendment, acceleration or cancellation of any right or obligation of Seller or to a loss of any benefit relating to the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement Business to which Seller is a party entitled under, any provision of any agreement or other instrument binding upon the Business or Seller or by which Seller any of the assets thereof is or may be bound or to which Seller or its assets is subject (or iv) result in the creation or imposition of any Security Interest upon Lien on any asset of its assetsSeller or the Business other than Permitted Liens, except, in the cases of clauses (i), except where the violation(ii) and (iii), conflictfor any such violations, breachconsents, defaultactions, accelerationdefaults, termination, modification, cancellation, failure to give notice, rights or Security Interest losses as would not have or would not reasonably be expected to have, individually or in the aggregate, a material adverse effect Material Adverse Effect. (b) None of the restrictions on business combinations contained in any antitakeover or similar statute or regulation (including the condition (financial or otherwise) provisions of Section 203 of the Delaware Law, as to which the Board of Directors of Seller or on the ability of the Parties has taken all action necessary to consummate exempt the transactions contemplated by hereby therefrom) applies or purports to apply to the Voting Agreement, this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, Agreement or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreementhereby or thereby. (c) Seller has not entered into, except where and its Board of Directors has not adopted or authorized the failure to give noticeadoption of, to file, a shareholder rights or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementsimilar agreement.

Noncontravention. Except as set forth in Schedule 4(d(a) hereto, to the Knowledge None of Seller, neither the execution and delivery by Purchaser of this Agreement or the Stockholders Agreement, nor the consummation by Purchaser of the transactions contemplated herebyhereby or thereby, will or the compliance by Purchaser with the provisions hereof or thereof, shall (i) violate conflict with or result in any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction violation of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation or By-laws of Seller Purchaser’s Organizational Documents or (ii) conflict with, (x) result in breach any violation of, constitute a or default (with or without notice or lapse of time, or both) under, require consent under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under, any loan, guarantee of indebtedness, credit agreement, note, bond, mortgage, indenture, lease, agreement, Contract, instrument, permit, concession, franchise, right or license binding upon Purchaser, (y) result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller is a party or by which Seller is bound or to which Seller or its assets is subject (or result in the imposition creation of any Security Interest Liens upon any of its assetsthe properties or assets of Purchaser or (z) conflict with or violate any applicable Laws, other than, in the case of this clause (ii), except where the any such violation, conflict, breachdefault, defaulttermination, cancellation, acceleration, terminationright, modification, cancellation, failure to give notice, loss or Security Interest Lien that has not had and would not have a material reasonably be expected to have, individually or in the aggregate, an adverse effect on the condition (financial validity or otherwise) enforceability of Seller this Agreement or the Stockholders Agreement in any material respect, or on the ability of Purchaser to fulfill its obligations under this Agreement or the Parties to consummate the transactions contemplated by this Agreement. Except as set forth Stockholders Agreement in Schedule 4(dany material respect. (b) heretoNo authorization, Seller does not need to give any notice toconsent, make any approval, waiver, order or permit of, or declaration or filing with, or obtain notification to, any authorization, consent, Governmental Entity or approval any other Person is necessary on the part of any government Purchaser in connection with the execution and delivery by Purchaser of this Agreement or governmental agency in order for the Parties to consummate Stockholders Agreement or the consummation by Purchaser of the transactions contemplated by this Agreementhereby or thereby, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval other than as would not reasonably be expected to, individually or in the aggregate, have a material an adverse effect on the condition (financial validity or otherwise) enforceability of Seller this Agreement or the Stockholders Agreement in any material respect, or on the ability of Purchaser to fulfill its obligations under this Agreement or the Parties to consummate the transactions contemplated by this AgreementStockholders Agreement in any material respect.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to To the Knowledge of Sellerany director or officer of both Cyclo and WTI, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller WTI or Cyclo is subject or any provision of the Certificate articles of Incorporation incorporation or By-laws bylaws of Seller WTI or Cyclo or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller WTI or Cyclo is a party or by which Seller it is bound or to which Seller or any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the financial condition (financial or otherwise) of Seller WTI taken as a whole or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth To the Knowledge of any director or officer of WTI or Cyclo, and other than in Schedule 4(d) heretoconnection with the provisions of the Colorado Corporation Law, Seller does not need the Securities Exchange Act, the Securities Act, and the state securities laws, neither Cyclo nor WTI needs to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, Agreement except where for the failure receipt and filing of all necessary UCC-3 releases from Citywide Banks after the Closing with the Colorado Secretary of State and making the necessary filings with the United States Patent and Trademark Office with regard to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability assignment of the Parties patent and trademarks from Cyclo to consummate the transactions contemplated by this AgreementWTI.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, hereby by SBC will (i) to SBC knowledge, violate any constitutionstatute, statutelaw, regulation, rule, injunction, judgmentjudgement, order, decree, rulingstipulation, injunction, charge, or other restriction of any government, governmental agency, or court of the States of Nevada or of the United States to which Seller is SBC the Acquisition Stock are subject or any provision of the Certificate articles of Incorporation incorporation or By-laws bylaws or similar governing rules or documents of Seller or SBC (ii) conflict with, result in a breach of, constitute a default under, under result in the acceleration of, create in any party the right to accelerate, terminate, modify, modify or cancel, or require any notice under any agreementgovernmental rule, law or regulation of an court of the States of Nevada or of the United States or under any contract, lease, sublease, license, instrumentsublicense, franchise, permit, indenture, agreement, or mortgage or instrument of indebtedness or under any other arrangement to which Seller SBC is a party or by which Seller is it or the Acquisition Stock are bound or to which Seller it or its assets any of the Acquisition Stock is subject subject, (or iii) nor result in the imposition of any Security Interest upon lien, encumbrance, claim or security interest in, to or affecting any of the Acquisition Stock. To its assets)knowledge, except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller SBC does not need to give any notice to, to make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency of the States of Nevada or of the United States in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure those that will be obtained or made prior to give notice, Closing or those which would fail to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties SBC to consummate the transactions contemplated by this Agreement.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and the delivery of this AgreementAgreement or the Ancillary Agreements, nor the consummation of the transactions contemplated herebyhereby and thereby (including the assignments and assumptions referred to in Section 1(e) above), will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, rulingstipulation, injunction, charge, or other restriction of any government, governmental agency, or court to which the Seller is subject or any provision of the Certificate partnership agreement of Incorporation the Seller, which will encumber or By-laws of Seller have a material adverese effect on the assets and rights to be transferred hereunder; or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or third party consent under any agreement, contract, lease, sublease, license, instrumentsublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest, or other agreement, arrangement to which the Seller is a party or by which Seller it is bound or to which Seller or any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, which will encumber or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on assets and rights to be transferred hereunder; provided, however, that the ability assignment and assumption of the Parties Lease and the Assumed Contracts may require consent of the other party thereto to consummate be effective. Other than with respect to the transactions contemplated by this Agreement. Except as set forth Assignment Application described in Schedule 4(dSection 4(b) hereto, the Seller does not need to give any notice to, make any filing with, or obtain any authorizationLicenses, consent, or approval of any court or government or governmental agency in order for the Parties to consummate enter into this agreement or the transactions contemplated by this Agreement, except where the failure to give notice, to file, Ancillary Agreements or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementAgreement or the Ancillary Agreements (including the assignments and assumptions referred to in Section 1(e) above).

Noncontravention. Except as set forth in Schedule 4(d) hereto, Subject to compliance with any applicable foreign antitrust law and the Knowledge filing of Selleran applicable agreement of merger with the Secretary of State of the State of California, neither the execution and execution, delivery or performance of this AgreementAgreement by such Buyer and Merger Subsidiary, nor the consummation by such Buyer and Merger Subsidiary of the transactions contemplated hereby, hereby will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation charter or Byby-laws of Seller such Buyer and Merger Subsidiary, (b) require on the part of such Buyer or Merger Subsidiary any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iic) conflict with, result in breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, instrument, contract or other arrangement instrument to which Seller such Buyer or Merger Subsidiary is a party or by which Seller it is bound or to which Seller or its assets is subject (or result in the imposition of any Security Interest upon any of its assets are subject, or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to such Buyer or Merger Subsidiary or any of its properties or assets, except in the case of clauses (b), except where the violation(c) or (d), any filing, permit, authorization, consent or approval of, or conflict, breach, default, acceleration, terminationright or violation that would not reasonably be expected to have, modificationeither individually or in the aggregate, cancellationa Buyer Material Adverse Effect. For purposes of this Agreement, failure to give notice“Buyer Material Adverse Effect” shall mean any material adverse change, event or circumstance with respect to, or Security Interest would not have a any material adverse effect on the condition (financial or otherwise) of Seller or on on, the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, such Buyer or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties Merger Subsidiary to consummate the transactions contemplated by this Agreement.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and delivery by such Buyer of this AgreementAgreement and each Transaction Agreement to which such Buyer is a Party, nor the consummation by such Buyer of the transactions contemplated hereby, will will: (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate organizational documents of Incorporation such Buyer; (b) require on the part of such Buyer any filing with, or By-laws permit, authorization, consent or approval of, any Governmental Entity, except for any filing, permit, authorization, consent or approval which if not obtained or made would not reasonably be expected to result in a material adverse effect on the assets, liabilities, business, financial condition or results of Seller operations (financial or otherwise) of such Buyer or on the ability of such Buyer to consummate the transactions contemplated by this Agreement (iia “Buyer Material Adverse Effect”); (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the any right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contractContract, lease, sublease, license, instrumentsublicense, franchise, permit, indenture, agreement or other arrangement mortgage for borrowed money, instrument of indebtedness or Lien to which Seller such Buyer is a party or by which Seller such Buyer is bound or to which Seller or its assets is subject (or result in the imposition of any Security Interest upon any of its assets)assets are subject, except where the violation, for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, failure to give notice, consent or Security Interest waiver which would not have reasonably be expected to result in a material adverse effect on the condition Buyer Material Adverse Effect; or (financial d) violate any Order specifically naming, or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice Law applicable to, make such Buyer or any filing with, of its properties or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreementassets, except where the failure to give notice, to file, or to obtain for any authorization, consent, or approval violation that would not have reasonably be expected to result in a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementBuyer Material Adverse Effect.

Noncontravention. Except as set forth Consents. Provided that all consents, approvals, authorizations and other actions described in Section 3.1(e) of the Disclosure Schedule 4(d) heretohave been obtained or taken, to the Knowledge of Seller, neither the execution and delivery of this Agreementthe Transaction Documents by each Seller Party that is a party thereto do not, nor the performance by it of its obligations thereunder will not, and the consummation of the transactions contemplated herebythereby by such Seller Party will not, will (i) violate or conflict with any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of the provisions of the Organizational Documents of any governmentSeller Party, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation or By-laws of Seller or (ii) subject to the matters referred to in the next sentence, conflict with, result in a material breach of or default (or event which, with the giving of notice or lapse of time or both, would constitute a default) under, require consent, approval or authorization under, give rise to a right of termination, acceleration or cancellation under, or result in the creation of any Lien on any property, right or asset of any Company under, any Contract to which any Company is a party, (iii) subject to the matters referred to in the next sentence and except as otherwise set forth in Section 3.1(e) of the Disclosure Schedule, violate or conflict with any Applicable Law or Governmental Order applicable to any Company or by which any of them or any of their respective material properties, assets or rights is bound or subject, or (iv) result in a material breach or violation of any of the terms or conditions of, constitute result in a default under, result or otherwise cause an impairment or revocation of, any Permit used in the acceleration Business. No material consent, approval or authorization of, create in any party the right to accelerate, terminate, modify, or cancel, declaration or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller is a party or by which Seller is bound or to which Seller or its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, or obtain notice to, any authorizationGovernmental Entity is required by or with respect to any Seller Party in connection with the execution and delivery of any Transaction Document by any Seller Party that is a party thereto, consentthe performance by it of its obligations thereunder, or approval the consummation by the Seller Parties of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreementhereby and thereby, except where for (i) the failure to give noticefiling required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, to fileas amended (the “HSR Act”) and (ii) the consents, approvals, authorizations, declarations, filings or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwisenotices set forth in Section 3.1(e) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementDisclosure Schedule.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller any of Cybear and its Subsidiaries is subject or any provision of the Certificate charter or bylaws of Incorporation or By-laws any of Seller Cybear and its Subsidiaries or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, instrument or other arrangement to which Seller any of Cybear and its Subsidiaries is a party or by which Seller it is bound or to which Seller or any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, or failure to give notice, or Security Interest notice would not have a material adverse effect on Cybear Material Adverse Effect. Other than in connection with the condition (financial or otherwise) of Seller or on the ability provisions of the Parties to consummate DGCL, the transactions contemplated by this Agreement. Except Securities Exchange Act, the Securities Act, and the state securities laws, and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as set forth in Schedule 4(d) heretoamended (the "HSR Act"), Seller does not need none of Cybear and its Subsidiaries are required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement.

Noncontravention. Except as set forth in Schedule 4(d(a) heretoThe execution, to the Knowledge of Seller, neither the execution delivery and delivery performance by Seller of this AgreementAgreement does not, nor and the execution, delivery and performance by Seller of the Ancillary Documents to which Seller is a party will not, and the consummation of the transactions contemplated hereby, hereby and thereby will not (i) violate any constitutionLaw, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, order or other restriction of any government, governmental agency, or court decree to which Seller or the Business is subject or subject; (ii) violate any provision of the Certificate certificate of Incorporation formation, operating agreement, or By-laws other governing documents of Seller Seller; (iii) breach or (ii) conflict with, result in breach of, otherwise constitute or give rise to a default under, result in or permit the acceleration ofof any obligation under, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, instrument or other arrangement to which Seller is a party or by which Seller is bound or to which Seller or its assets any of the Assets is subject subject, (or iv) result in the imposition of any Security Interest Lien upon any of its assets)the Assets or (v) require any governmental authorizations, except where approvals and consents. (b) The execution, delivery and performance by HMTS of this Agreement does not, and the violationexecution, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability delivery and performance by HMTS of the Parties Ancillary Documents to consummate which HMTS is a party will not, and the consummation of the transactions contemplated by this Agreement. Except as set forth in Schedule 4(dhereby and thereby will not (i) heretoviolate any Law, Seller does not need order or decree to give which HMTS or the Business is subject; (ii) violate any notice toprovision of the articles of incorporation, make any filing withbylaws, or obtain any authorization, consentother governing documents of HMTS; (iii) breach or otherwise constitute or give rise to a default under, or approval permit the acceleration of any government obligation under, any agreement, contract, lease, license, instrument or other arrangement to which HMTS is a party or by which HMTS is bound; (iv) result in the imposition of any Lien upon any of the Assets; or (v) require any governmental agency in order for authorizations, approvals and consents. (c) The execution, delivery and performance by ProfitMark of this Agreement does not, and the Parties execution, delivery and performance by ProfitMark of the Ancillary Documents to consummate which ProfitMark is a party will not, and the consummation of the transactions contemplated by this Agreementhereby and thereby will not (i) violate any Law, except where order or decree to which ProfitMark or the failure to give noticeBusiness is subject; (ii) violate any provision of the certificate of formation, to fileoperating agreement, or other governing documents of ProfitMark; (iii) breach or otherwise constitute or give rise to obtain any authorization, consenta default under, or approval would not have permit the acceleration of any obligation under, any material agreement, contract, lease, license, instrument or other arrangement to which ProfitMark is a material adverse effect on party or by which ProfitMark is bound; (iv) result in the condition (financial or otherwise) imposition of Seller or on the ability any Lien upon any of the Parties Assets; or (v) require any governmental authorizations, approvals and consents. (d) The execution, delivery and performance by each Owner Entity Shareholder of this Agreement does not, and the execution, delivery and performance by each Owner Entity Shareholder of the Ancillary Documents to consummate which such Owner Entity Shareholder is a party will not, and the consummation of the transactions contemplated hereby and thereby will not (i) violate any Law, order or decree to which any Owner Entity Shareholder or the Business is subject; (ii) breach or otherwise constitute or give rise to a default under, or permit the acceleration of any obligation under, any agreement, contract, lease, license, instrument or other arrangement to which any Owner Entity Shareholder is a party or by this Agreementwhich any Owner Entity Shareholder is bound; (iv) result in the imposition of any Lien upon any of the Assets; or (v) require any governmental authorizations, approvals and consents.

Noncontravention. Except as set forth in Schedule 4(d(a) heretoThe execution, to delivery and performance by the Knowledge of Seller, neither the execution Company and delivery Sellers of this AgreementAgreement and the Ancillary Documents to which each is a party, nor and the consummation by the Company and Sellers of the transactions contemplated hereby, hereby and thereby do not and will not (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, conflict with or other restriction result in a violation of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate charter or bylaws of Incorporation the Company or By-laws of Seller or any Subsidiary, (ii) conflict with, with or result in breach a violation of any provision of, or constitute (with or without the giving of notice or the passage of time or both) a default under, result in or give rise (with or without the giving of notice or the passage of time or both) to any right of termination, cancellation or acceleration of, create in any party the right to accelerate, terminate, modify, or cancelunder, or require any consent, approval, authorization or waiver of, or notice under to, any agreementparty to, any bond, debenture, note, mortgage or indenture, or any material Company Agreement (as defined in Section 4.24) or other material instrument or obligation, to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary, or the respective assets of any of them, may be bound or any FCC Licenses held by the Company or any Subsidiary, (iii) result in the creation or imposition of any Encumbrance upon any of the Assets, except for Encumbrances in favor of Purchaser, or (iv) assuming compliance with the matters referred to in Section 4.07, violate any material Law binding upon the Company or any Subsidiary or any of the Assets, except for (A) such consents, approvals, authorizations and waivers that have been obtained and are unconditional and in full force and effect and such notices that have been duly given and (B) such consents, approvals, authorizations, waivers and notices that are disclosed on SCHEDULE 4.06(A). (b) The execution, delivery and performance by each Seller of this Agreement and the Ancillary Documents to which such Seller is a party, and the consummation by such Seller of the transactions contemplated hereby and thereby do not and will not (i) conflict with or result in a violation of any provision of, or constitute (with or without the giving of notice or the passage of time or both) a default under, or give rise (with or without the giving of notice or the passage of time or both) to any right of termination, cancellation or acceleration under, or require any consent, approval, authorization or waiver of, or notice to, any party to, any bond, debenture, note, mortgage or indenture, or any material lease, contract, lease, license, instrument, agreement or other arrangement instrument or obligation, to which such Seller is a party or by which Seller is bound or to which such Seller or its any of the assets is subject of such Seller may be bound, (or ii) result in the creation or imposition of any Security Interest Encumbrance upon any of its assets)the assets of such Seller, except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give noticefor Permitted Encumbrances, or Security Interest would not have a material adverse effect on (iii) assuming compliance with the condition (financial or otherwise) of matters referred to in Section 4.07, violate any Law binding upon such Seller or on the ability of the Parties to consummate assets of such Seller, except, in the transactions contemplated by this Agreement. Except as set forth case of clause (i) above, for (A) such consents, approvals, authorizations and waivers that have been obtained and are unconditional and in Schedule 4(dfull force and effect and such notices that have been duly given and (B) heretosuch consents, Seller does not need to give any notice toapprovals, make any filing withauthorizations, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect waivers and notices that are disclosed on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementSCHEDULE 4.06(B).

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated herebyhereby (including the assignments and assumptions referred to in Section 2 above), will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, charge or other restriction of any government, governmental agency, agency or court to which Seller Seller, the Shareholders or the Acquired Assets is subject or any provision of the Certificate of Incorporation charter or By-laws bylaws of Seller or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, modify or cancel, or require any notice under any agreement, contract, lease, license, instrument, Lien, Security Interest or other arrangement to which Seller is a party or by which Seller it is bound or to which Seller or any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets), ) except where the such violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, notice or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller Acquired Assets, the Business or on the ability of the Parties Seller to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, consent or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where Agreement (including the failure assignments and assumptions referred to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementin Section 2 above).

Noncontravention. Except as set forth in Schedule 4(d) hereto, Subject to the Knowledge filing of Sellerthe Certificate of Merger as required by the DGCL, neither the execution and delivery by the Buyer or Merger Sub of this Agreement, or any Ancillary Agreement to which the Buyer or Merger Sub, as applicable, is, or at or prior to the Closing will be, a party, nor the consummation by the Buyer or Merger Sub of the transactions contemplated herebyhereby and thereby, does or will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation charter or By-laws of Seller the Buyer or Merger Sub, (iib) require on the part of the Buyer or Merger Sub any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (c) conflict with, result in breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, instrument, contract or other arrangement instrument to which Seller the Buyer or Merger Sub is a party or by which Seller either is bound or to which Seller or its assets is subject (or result in the imposition of any Security Interest upon any of its assets)their assets are subject, except where the violation, for (i) any conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, modification or Security Interest cancellation which would not have a material adverse effect on adversely affect the condition (financial or otherwise) consummation of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(dhereby or (ii) heretoany notice, Seller does consent or waiver the absence of which would not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval adversely affect the consummation of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where hereby or (d) violate in any material respect any Law applicable to the failure to give notice, to file, Buyer or to obtain Merger Sub or any authorization, consent, of their properties or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementassets.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and delivery by Acquiree and the Acquiree Stockholders of this Agreement, nor the consummation by Acquiree and the Acquiree Stockholders of the transactions contemplated hereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of Acquiree’s articles of association, as amended to date, (b) require on the Certificate part of Incorporation Acquiree any filing with, or By-laws of Seller any permit, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (iia “Governmental Entity”), except for such permits, authorizations, consents and approvals for which Acquiree is obligated to use its Reasonable Best Efforts (as defined in Section 4.1), to obtain pursuant to Section 4.2(a), (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party Party the right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, instrument, contract or other arrangement instrument to which Seller Acquiree is a party or by which Seller Acquiree is bound or to which Seller or its any of their assets is subject (or result in the imposition of any Security Interest upon any of its assets)subject, except where the violation, for (i) any conflict, breach, default, acceleration, termination, modificationmodification or cancellation in any contract or instrument set forth in Section 2.4 of the Disclosure Schedule, cancellationfor which Acquiree is obligated to use its Reasonable Best Efforts to obtain waiver, failure consent or approval pursuant to give noticeSection 4.2(b), (ii) any conflict, breach, default, acceleration, termination, modification or Security Interest cancellation which would not have a material adverse effect on an Acquiree Material Adverse Effect and would not adversely affect the condition (financial or otherwise) consummation of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(dhereby or (iii) heretoany notice, Seller does consent or waiver the absence of which would not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval have an Acquiree Material Adverse Effect and would not adversely affect the consummation of any government or governmental agency in order for the Parties to consummate the transactions contemplated by hereby, (d) result in the imposition of any Security Interest (as defined below) upon any assets of Acquiree or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Acquiree or any of its properties or assets. For purposes of this Agreement: “Security Interest” means any mortgage, except where pledge, security interest, encumbrance, charge or other lien (whether arising by contract or by operation of law), other than (i) mechanic’s, materialmen’s, and similar liens, (ii) liens arising under worker’s compensation, unemployment insurance, social security, retirement, and similar legislation, and (iii) liens on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition Ordinary Course of Business (financial or otherwiseas defined below) of Seller or on Acquiree and not material to Acquiree; and “Ordinary Course of Business” means the ability ordinary course of the Parties Acquiree’s business, consistent with past custom and practice (including with respect to consummate the transactions contemplated by this Agreementfrequency and amount).

Noncontravention. Except as set forth in Schedule 4(d) heretofor the applicable requirements of the Securities Act and the Exchange Act, to any applicable state and foreign securities laws, the Knowledge HSR Act, the Communications Act and the regulations of Sellerthe FCC, and state public utility, telecommunication or public service laws, neither the execution and delivery of this Agreement, Agreement by each of the Buyer and the Merger Subsidiary nor the consummation of the transactions contemplated hereby, hereby will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate Buyer's or Merger Subsidiary's respective certificate of Incorporation incorporation or Byby-laws laws, (b) require on the part of Seller the Buyer and/or the Merger Subsidiary any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than where the failure to make or obtain such filings, permits, authorizations, consents or approvals would not in the aggregate have a Buyer Material Adverse Effect or materially adversely affect the ability of the Buyer to operate the business of the Buyer following the Effective Time, (iic) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the any right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, sublease, license, instrumentsublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest or other arrangement to which Seller the Buyer or any Buyer Subsidiary is a party or by which Seller the Buyer or any Buyer Subsidiary is bound or to which Seller any of their respective assets are subject or its assets is subject any judgment, order, writ, injunction, decree, statute, rule or regulation applicable to the Buyer or any Buyer Subsidiary or any of their respective properties or assets, other than such conflicts, violations, breaches, defaults, accelerations, terminations, modifications, cancellations or notices, consents or waivers as would not in the aggregate have a Buyer Material Adverse Effect, or (or d) result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability assets of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give Buyer or any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementBuyer Subsidiary.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and the delivery of this Agreement, nor the consummation of the transactions Transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, charge or other restriction of any government, governmental agency, Governmental or Regulatory Body or court to which Seller any of the Company and its Subsidiaries is subject subject, including, without limitation, Section 203 of the DGCL, or any provision of the Certificate certificate of Incorporation incorporation or By-laws bylaws of Seller any of the Company and its Subsidiaries or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party Party the right to accelerate, terminate, modify, or cancel, cancel or require any notice under any agreement, contract, lease, license, instrument, or other arrangement Contract to which Seller any of the Company and its Subsidiaries is a party or by which Seller it is bound or to which Seller or any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets)subject, except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, cancellation or failure to give notice, or Security Interest notice would not have a Material Adverse Effect or a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementTransactions. Except Other than in connection with the provisions of the HSR Act, the DGCL, the Securities Exchange Act, the Securities Act, the state securities laws, and as set forth in on Schedule 4(d) hereto3(d), Seller does not need none of the Company and its Subsidiaries needs to give any notice to, make any filing with, or obtain any authorization, consent, consent or approval of any government Governmental or governmental agency Regulatory Body in order for the Parties to consummate the transactions contemplated by Transactions or execute, deliver and perform its obligations under this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, consent or approval would not have a Material Adverse Effect or a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementTransactions.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and the delivery of this AgreementAgreement or the Ancillary Agreements, nor the consummation of the transactions contemplated herebyhereby and thereby (including the assignments and assumptions referred to in Section 1(e) above), will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, rulingstipulation, injunction, charge, or other restriction of any government, governmental agency, or court to which the Seller is subject or any provision of the Certificate partnership agreement or other charter documents of Incorporation or By-laws of Seller the Seller; or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or third party consent under any agreement, contract, lease, sublease, license, instrumentsublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest, or other agreement or arrangement to which the Seller is a party or by which Seller it is bound or to which Seller or any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or ) other than Seller's agreements with its lenders holding Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as Interests set forth in Section 2(d) of the Disclosure Schedule 4(d(which agreements are not Assumed Contracts and will be terminated at or before Closing). Other than with respect to the Assignment Application described in Section 4(b) heretoand filings, consents or approvals required as a result of matters specific to Buyer's status, the Seller does not need to give any notice to, make any filing with, or obtain any authorizationLicenses, consent, or approval of any court or government or governmental agency in order for the Parties to consummate enter into this Agreement or the transactions contemplated by this Agreement, except where the failure to give notice, to file, Ancillary Agreements or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementAgreement or the Ancillary Agreements (including the assignments and assumptions referred to in Section 1(e) above).

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and delivery by the Seller of this AgreementAgreement or the Ancillary Agreements, nor the consummation by the Seller of the transactions contemplated herebyhereby or thereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation or Byby-laws of the Seller, (b) require on the part of the Seller any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, (iic) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, instrument, contract or other arrangement instrument to which the Seller is a party or by which the Seller is bound or to which Seller or any of its assets is subject subject, except for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which, individually or in the aggregate, would not have a Seller Material Adverse Effect and would not adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which, individually or in the aggregate, would not have a Seller Material Adverse Effect and would not adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Seller or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Seller or any of its properties or assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to To the Knowledge of SellerBuyer and the Transitory Subsidiary's directors or officers, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller either the Buyer or the Transitory Subsidiary is subject or any provision of the Certificate Articles of Incorporation or By-laws Bylaws of Seller either the Buyer or the Transitory Subsidiary or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller either the Buyer or the Transitory Subsidiary is a party or by which Seller it is bound or to which Seller or any of its assets is subject (or result in subject, except for the imposition of any Security Interest upon any of its assets)consent that Buyer must obtain from HSBC Bank Canada approving this Agreement as required by Buyer's loan agreement with HSBC Bank which will be provided to Cyclo as soon as practicable after the Closing Date, and except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, or failure to give notice, or Security Interest notice would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth To the Knowledge of any director or officer of the Buyer, and other than in Schedule 4(d) heretoconnection with the provisions of the Colorado Corporation Law, Seller does not need the Securities Exchange Act, the Securities Act, and the state securities laws, neither the Buyer nor the Transitory Subsidiary needs to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this AgreementAgreement except for the matters described in section 4 (e) in the Disclosure Schedule. However, except where following the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) consummation of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement, various filings will need to be made with the SEC.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to for the Knowledge of SellerHSR Clearance, neither the execution and execution, delivery or performance by such Seller of this AgreementAgreement and each Ancillary Agreement to which such Seller is or will be a party, nor the consummation of the transactions contemplated herebyhereby or thereby, will (i) assuming compliance by the Companies with Section 3.03 (Noncontravention) and by Buyer with Section 5.03 (Noncontravention), violate or conflict with any constitutionprovision of any Law, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, order or other restriction of any government, governmental agency, or court Governmental Authority to which such Seller is subject or any provision of the Certificate of Incorporation or By-laws of Seller or (ii) violate, conflict with, result in a breach of, constitute a default under(or an event that, with due notice or lapse of time or both, would become a default) under or result in the acceleration of, or create in any party thereto the right to accelerate, terminate, modify, terminate or cancel, or require any consent or notice under, or result in the creation or imposition of any Lien (other than a Permitted Lien) on any property, asset or right of such Seller under any agreement, contract, lease, license, instrument, or other arrangement Contract to which such Seller is a party or by which Seller is bound or to which Seller or its such Seller’s assets is subject (or result are bound, except, in the imposition of any Security Interest upon any of its assets)each case, except where the violation, conflict, breach, defaultdefault or acceleration would not, accelerationindividually or in the aggregate, termination, modification, cancellation, failure to give notice, materially impair or Security Interest would not materially delay or have a material adverse effect on the condition (financial or otherwise) of Seller or on the such Seller’s ability of the Parties to consummate the transactions contemplated by hereby or otherwise perform its obligations under this Agreement or any Ancillary Agreement. Except as set forth in Schedule 4(d) heretofor the HSR Clearance, the execution and delivery by such Seller does of this Agreement and each Ancillary Agreement to which such Seller is a party do not need to give require any notice to, make any filing with, or obtain any authorization, consent, consent or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this AgreementGovernmental Authority, except where for consents or approvals the failure to give notice, to file, or of which to obtain any authorization, consent, or approval would not materially impair or materially delay or otherwise have a material adverse effect on the condition (financial or otherwise) of Seller or on the such Seller’s ability of the Parties to consummate the transactions contemplated by hereby or otherwise perform its obligations under this Agreement or any Ancillary Agreement.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated herebyhereby (including the assignments and assumptions referred to in ss.2 above), will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court or governmental or arbitral tribunal to which any Seller Party is subject (and, in the case of any injunction, judgment, order, decree, ruling or charge of a court or governmental or arbitral tribunal, of which a Seller Party has been informed) or any provision of the Certificate charter or bylaws of Incorporation or By-laws of any Seller Party or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which any Seller Party is a party or by which Seller it is bound or to which Seller or any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the financial condition (financial or otherwise) of Seller PGE and its Subsidiaries taken as a whole or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) heretoTo the Knowledge of the Seller, the Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this AgreementAgreement (including the assignments and assumptions referred to in ss.2 above), except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the financial condition (financial or otherwise) of the Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement.

Noncontravention. Except as set forth in Schedule 4(d(i) hereto, to To the Knowledge of Sellerthe Officers, neither the execution and delivery of this Purchase Agreement, nor the consummation of the transactions contemplated hereby, hereby will (ia) violate any constitution, material statute, regulation, rule, injunction, judgment, order, decree, rulingstipulation, chargeinjunction, charge or other restriction of any government, governmental agency, agency or court to which Seller any of the Sellers or Xxxxxx is subject or any provision of the Certificate charter or bylaws of Incorporation any of the Sellers or By-laws of Seller Xxxxxx, or (iib) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, cancel or require any notice under any agreement, material contract, lease, sublease, license, instrumentsublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest or other material arrangement to which Seller any of the Sellers or Xxxxxx is a party or by which Seller any of the Sellers or Xxxxxx is bound or to which Seller or any of its material assets is are subject (or result in the imposition of any Security Interest upon any of its assetsthe material assets of any of the Sellers or Xxxxxx), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, notice or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability Value of the Parties to consummate Assets. (ii) To the transactions Knowledge of the Officers and except as contemplated by this Agreement. Except as set forth in Schedule 4(dAgreement with respect to the Xxxx-Xxxxx-Xxxxxx Act (with reference to Section 6.2 below) heretoand the WARN Act (with reference to Section 11.16 below), Seller does the Sellers and Xxxxxx need not need to give any notice to, make any filing with, with or obtain any authorization, consent, consent or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Purchase Agreement, except where the failure to give notice, to file, file or to obtain any authorization, consent, consent or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability Value of the Parties to consummate the transactions contemplated by this AgreementAssets.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and delivery of this AgreementAgreement nor the Related Agreements, nor the consummation of the transactions contemplated hereby, hereby or thereby will (i) conflict with or result in a breach of the bylaws of Buyer or Gigante Sub, (ii) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, chargematerial law or Decree to which Buyer or Gigante Sub is, or other restriction of any governmenttheir respective assets or properties are, governmental agencysubject, or court to which Seller is subject or any provision of the Certificate of Incorporation or By-laws of Seller or (iiiii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, modify or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement material Contract to which Seller Buyer or Gigante Sub is a party or by which Seller it is bound or to which Seller or its assets is subject except (or result A) in the imposition of any Security Interest upon any of its assets), except case in clause (ii) where the such violation, conflict, breach, default, acceleration, right, termination, modificationmedication, cancellation, failure to give notice, cancelation or Security Interest notice would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties Buyer or Gigante Sub to consummate the transactions contemplated by this AgreementAgreement and the Related Agreements on a timely basis and (B) with respect to clause (iii) neither the Continuing Agreements nor the Non-Continuing Agreements shall be considered “material Contracts” subject to such representation and warranty. Except as set forth in Schedule 4(d) heretoOther than the applicable requirements of the Antitrust Law and the Brand Filings, Seller does Buyer is not need required to give any notice to, make any filing with, or obtain any authorization, consent, consent or approval of any government or governmental agency Governmental Authority in order for the Parties to consummate the transactions contemplated by this Agreement or any Related Agreement, except where the failure to give or make or obtain any such notice, to filefiling, or to obtain any authorization, consent, consent or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties Buyer or Gigante Sub to consummate the transactions contemplated by this AgreementAgreement and the Related Agreements on a timely basis.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of SellerDisclosure Schedule, neither the execution and the delivery of this AgreementAgreement or the Ancillary Agreements, nor the consummation of the transactions contemplated herebyhereby and thereby (including the assignments and assumptions referred to in Section l(e) above), will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, rulingstipulation, injunction, charge, or other restriction of any government, governmental agency, or court to which Seller any of the Sellers is subject or any provision of the Certificate charter or bylaws of Incorporation or By-laws any of Seller the Sellers; or (ii) Materially conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or third party consent under any agreement, contract, lease, sublease, license, instrumentsublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest, or other agreement, arrangement to which Seller the Sellers is a party or by which Seller it is bound or to which Seller or its any of their assets is subject (or result in the imposition of any Security Interest upon any of its their assets) subject to the giving of required notices and obtaining required consents of contracts identified in Section 2(j) of the Disclosure Schedule. Other than with respect to the Assignment Applications described in Section 4(b), except where and the violationpossible need for actions pursuant to the Xxxx-Xxxxx-Xxxxxx Act, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does Sellers do not need to give any notice to, make any filing with, or obtain any authorizationLicenses, consent, or approval of any court or government or governmental agency in order for the Parties to consummate enter into this agreement or the transactions contemplated by this Agreement, except where the failure to give notice, to file, Ancillary Agreements or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementAgreement or the Ancillary Agreements (including the assignments and assumptions referred to in Section l(e) above).

Noncontravention. Except as set forth (a) The execution and delivery by Buyer of this Agreement, the consummation of the Transactions and the other transactions contemplated hereby and the compliance of Buyer with the provisions of this Agreement do not and will not conflict with, or result in Schedule 4(dany violation or breach of, or default (with or without notice or lapse of time or both) heretounder, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation or to a loss of a material benefit under, or result in the Knowledge creation of Sellerany Lien in or upon any of the properties or assets of Buyer under, neither or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (i) the Constituent Documents of Buyer, (ii) any Law or Judgment, in each case, applicable to Buyer or its properties or assets, other than, in the case of clause (ii), any such conflicts, violations, breaches, defaults, rights, losses, Liens or entitlements that individually or in the aggregate are not likely to impair in any material respect the ability of Buyer to perform its obligations under this Agreement, or prevent or materially impede or delay the consummation of the Transactions or any of the other transactions contemplated hereby. (b) No consent, approval, order or authorization of, registration, declaration or filing with, or notice to, any Governmental Entity is required by or with respect to Buyer in connection with the execution and delivery by Buyer of this Agreement, nor the consummation by Buyer of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or Transactions and the other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation or By-laws of Seller or (ii) conflict with, result in breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller is a party or by which Seller is bound or to which Seller or its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, Agreement or obtain any authorization, consent, or approval the compliance by Buyer with the provisions of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where for such consents, approvals, orders, authorizations, registrations, declarations, filings and notices, the failure of which to give notice, to file, be obtained or to obtain any authorization, consent, made individually or approval in the aggregate would not have a impair in any material adverse effect on the condition (financial or otherwise) of Seller or on respect the ability of Buyer to perform its obligations under this Agreement, or prevent or materially impede or delay the Parties to consummate consummation of the Transactions or any of the other transactions contemplated by this Agreementhereby.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and the delivery of this Agreementthe Transaction Documents, nor the consummation of the transactions contemplated herebythereby (including the assignments referred to in Section 2 above), will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Seller is or the Seller Stockholders are subject or any provision of the Certificate charter or bylaws of Incorporation or By-laws of Seller the Seller, or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Seller is or the Seller Stockholders are a party or by which Seller is they are bound or to which Seller or its any of their assets is are subject (or result in the imposition of any Security Interest upon any of its their assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the condition (business, financial condition, operations, results of operations, or otherwise) future prospects of Seller the Division or on the ability of the Parties to consummate the transactions contemplated by this Agreementthe Transaction Documents. Except as set forth in Schedule 4(don Section 3(c) heretoof the Disclosure Schedule, the Seller does and the Seller Stockholders do not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or government, governmental agency or third party in order for the Parties to consummate the transactions contemplated by this Agreementthe Transaction Documents (including the assignments referred to in Section 2 above), except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (business, financial condition, operations, results of operations, or otherwise) future prospects of Seller the Division or on the ability of the Parties to consummate the transactions contemplated by this Agreementthe Transaction Documents.

Noncontravention. (a) Except (i) as set forth in Schedule 4(dSection 5.3(a) hereto, to or 5.3(b) of the Knowledge Buyer Disclosure Letter and (ii) for the applicable requirements of Sellerthe HSR Act (including the HSR Filing), neither the execution and delivery of this Agreement or any Buyer Ancillary Agreement, nor the consummation by Buyer of the transactions contemplated herebyhereby or thereby, will nor compliance by Buyer with any of the provisions hereof or thereof, will: (iA) conflict with or result in a breach of any provisions of the Organizational Documents of Buyer; (B) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, chargeor result in a violation of, or other restriction constitute a default under (whether after the giving of any governmentnotice, governmental agency, lapse of time or court to which Seller is subject or both) any provision of the Certificate of Incorporation any Law or By-laws of Seller Order applicable to Buyer or by which any properties or assets owned or used by Buyer are bound; (iiC) conflict with, result in breach of, constitute a default under, result in the acceleration ofcreation of any Lien (other than a Permitted Lien) on any property, create in asset or right of any party the right Acquired Company pursuant to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement material Contract to which Seller Buyer is a party or by which Seller is Buyer’s properties, assets or rights are bound or to which Seller or its assets is subject (D) violate, conflict with, breach or result in a breach or default (whether after the imposition giving of notice, lapse of time or both) under, give rise to a right of termination, modification or acceleration of any Security Interest upon provision of, or require the offering or making of any payment or redemption under, require any notice or approval under, or otherwise adversely affect any rights of Buyer under, any material Contract to which Buyer is a party or by which any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, Buyer’s assets or Security Interest would not have a material adverse effect on the condition properties are bound. (financial or otherwiseb) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(dSection 5.3(b) heretoof the Buyer Disclosure Letter, Seller does not need to give any notice other than the applicable requirements of the HSR Act (including the HSR Filing), no consent, approval, authorization or permit of, or filing with or notification to, make any filing Governmental Authority is required to be obtained or made by Buyer in connection with: (i) the execution, delivery and performance by Buyer of this Agreement or obtain any authorization, consent, Buyer Ancillary Agreement; or approval (ii) the compliance by Buyer with any of any government the provisions hereof or governmental agency in order for thereof or the Parties to consummate consummation by Buyer of the transactions contemplated by this Agreement, except where the failure to give notice, to file, hereby or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementthereby.

Noncontravention. Except as set forth in Schedule 4(d) hereto, Subject to the Knowledge filing of Sellerthe Articles of Merger as required by the BCA, neither the execution and delivery by the Parent, the Acquisition Subsidiary or Leaseco, as the case may be, of this AgreementAgreement or the Transaction Documentation, nor the consummation by the Parent, the Acquisition Subsidiary or Leaseco, as the case may be, of the transactions contemplated herebyhereby or thereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate certificate of Incorporation incorporation or By-laws bylaws of Seller the Parent, the Acquisition Subsidiary or Leaseco, as the case may be, (iib) require on the part of the Parent, the Acquisition Subsidiary or Leaseco, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (c) conflict with, result in breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, instrument, contract or other arrangement instrument to which Seller the Parent, the Acquisition Subsidiary or Leaseco, as the case may be, is a party or by which Seller either is bound or to which Seller any of their assets are subject, except for (i) any conflict, breach, default, acceleration, termination, modification or its assets is subject cancellation which would not have a Parent Material Adverse Effect and would not adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which would not have a Parent Material Adverse Effect and would not adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability assets of the Parties Parent or the Acquisition Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) heretoParent, Seller does not need to give the Acquisition Subsidiary or Leaseco or any notice to, make any filing with, of their properties or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementassets.

Noncontravention. (a) Except as for Permits or Filings set forth in Schedule 4(dSection 5.3(b) hereto, to the Knowledge of Seller, neither the execution and delivery of this Agreement, neither the execution, delivery and performance of this Agreement by the Buyer, nor the consummation of the transactions contemplated herebyTransactions, will will, with or without the giving of notice or the lapse of time or both, (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate Organizational Documents of Incorporation or By-laws of Seller or the Buyer, (ii) conflict withviolate any Law or Order applicable to the Buyer or (iii) violate any Contract to which the Buyer is a party, result in breach ofrequire any consent or other action by any Person under, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Buyer or to a loss of any benefit to which the Buyer is entitled under any provision of any Contract to which the Buyer is a party, except in the acceleration ofcase of clauses (ii) and (iii) to the extent that any such violation would not reasonably be expected, create in any party the right to accelerate, terminate, modify, individually or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller is a party or by which Seller is bound or to which Seller or its assets is subject (or result in the imposition of any Security Interest upon any of its assets)aggregate, except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the condition Buyer’s ability to perform its obligations hereunder or prevent, materially delay or materially impede the consummation of the Transactions. (financial b) No Permit of, or otherwiseFiling with, any Governmental Entity is required in connection with the execution and delivery of this Agreement by the Buyer, the performance by the Buyer of its obligations hereunder and the consummation by the Buyer of the Transactions other than (i) Permits and Filings set forth on Section 5.3(b) of Seller the Disclosure Schedule, (ii) Permits and Filings which have been obtained or on made prior to the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(ddate hereof and (iii) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where Permits and Filings the failure to give notice, to file, or of which to obtain any authorization, consent, or approval make would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of Seller or on the Buyer’s ability of the Parties to consummate the transactions contemplated by this Agreementperform its obligations hereunder.

Noncontravention. Except Subject to compliance with the applicable requirements of the Securities Act, any applicable state securities laws and the Exchange Act and the filing of the Certificate of Merger as set forth in Schedule 4(d) hereto, required by the DGCL and the Certificate of Amendment to the Knowledge Certificate of SellerIncorporation of Winning Edge to effect the Reverse Stock Split, neither the execution and delivery of this Agreement, nor the consummation by Winning Edge or the Merger Sub of the transactions contemplated herebyhereby or thereby, will will: (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation or By-laws Bylaws of Seller Winning Edge or the Merger Sub; (b) require on the part of Winning Edge or the Merger Sub any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than those (i) required solely by reason of ProGames’s participation in the transactions contemplated hereby or (ii) to be made by ProGames or (iii) any filing, permit, authorization, consent or approval which, if not made or obtained, would not have a Material Adverse Effect on Winning Edge; (c) conflict with, result in breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the any right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreementcontract listed in Section of the Winning Edge Disclosure Letter, contractexcept for any conflict, leasebreach, licensedefault, instrumentacceleration, right to accelerate, termination, modification, cancellation, notice, consent or other arrangement waiver that would not reasonably be expected to which Seller is have a party Material Adverse Effect on Winning Edge or by which Seller is bound or to which Seller or its assets is subject the Merger Sub; (or d) result in the imposition of any Security Interest upon any assets of its Winning Edge or the Merger Sub; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Winning Edge or the Merger Sub or any of their properties or assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest for any violation that would not have a material adverse effect Material Adverse Effect on Winning Edge or the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementMerger Sub.

Noncontravention. Except Subject to compliance with the applicable requirements of the Securities Act and any applicable state securities laws, the Exchange Act and the filing of the Certificate of Merger as set forth in Schedule 4(d) hereto, to required by the Knowledge of SellerCorporation Law, neither the execution and delivery by Buyer or Transitory Subsidiary of this Agreement, Agreement nor the consummation by Buyer or Transitory Subsidiary of the transactions contemplated hereby, hereby will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation charter or By-laws of Seller Buyer or Transitory Subsidiary, (iib) require on the part of Buyer or Transitory Subsidiary any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (c) conflict with, result in breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, instrument, contract or other arrangement instrument to which Seller Buyer or Transitory Subsidiary is a party or by which Seller either is bound or to which Seller or its assets is subject (or result in the imposition of any Security Interest upon any of its assets)their assets are subject, except where the violation, for (i) any conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, modification or Security Interest cancellation which would not have a material adverse effect on adversely affect the condition (financial or otherwise) consummation of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(dhereby or (ii) heretoany notice, Seller does consent or waiver the absence of which would not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval adversely affect the consummation of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to filehereby, or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to obtain Buyer or Transitory Subsidiary or any authorization, consent, of their properties or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementassets.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and the delivery of this Agreement, the Transaction Documents nor the consummation of the transactions contemplated herebythereby (including the assignments referred to in Article I above), will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller Biomune is subject or subject, (ii) violate any provision of the Certificate articles of Incorporation incorporation or By-laws bylaws of Seller Biomune or (iiiii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller Biomune is a party or by which Seller it is bound or to which Seller or any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest has not been waived in writing or would not not, individually or in the aggregate, (x) adversely affect the legality, validity or enforceability of any of the Transaction Documents or the transactions contemplated thereby, (y) have or result in a material adverse effect on the condition Acquired Assets or (financial z) adversely impair Biomune's ability to perform fully on a timely basis its obligations under any Transaction Document (any of (x), (y) or otherwise(z) a Material Adverse Effect). Assuming satisfaction of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth all relevant conditions in Schedule 4(d) heretoArticle IV, Seller Biomune does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this AgreementAgreement (including the assignments referred to in Article II above), except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementMaterial Adverse Effect.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and delivery of this AgreementAgreement by Seller nor the consummation by Seller of the transactions contemplated hereby will (i) conflict with or result in a breach of any provision of the articles or certificate of incorporation or bylaws of the Company; (ii) violate, nor conflict with or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate or cause a default under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Seller under any agreement, indenture, instrument, order, judgment or decree binding on Seller or on his properties or assets, except for such violations, conflicts, breaches, defaults, terminations, accelerations, liens, security interests, charges or encumbrances that would not separately or in the aggregate have a Material Adverse Effect on Seller; (iii) violate any statute, rule, regulation, ordinance or other law or any judgment, order, decree, stipulation, injunction or charge of any court, administrative agency or commission or other governmental authority or instrumentality by which Seller is bound, except for such violations that would not separately or in the aggregate have a Material Adverse Effect on Seller; or (iv) require any consent, approval, declaration, order or authorization of, or registration or filing with, any third party, court or governmental body or other agency, instrumentality or authority by or with respect to Seller in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, will (i) violate other than the filing of a premerger notification report by Seller under the HSR Act, except if the failure to obtain any constitutionsuch consent, statuteapproval, regulationdeclaration, rule, injunction, judgment, order, decree, ruling, charge, order or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation or By-laws of Seller or (ii) conflict with, result in breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller is a party or by which Seller is bound authorization or to which Seller make any such registration or its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest filing would not have a material adverse effect Material Adverse Effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementSeller.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and the delivery of this ---------------- Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller the Acquiror or the Sub is subject or any provision of the Certificate of Incorporation its charter or By-laws of Seller bylaws or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller the Acquiror or the Sub is a party or by which Seller it is bound or to which Seller or any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect Material Adverse Effect on the condition (financial Acquiror or otherwise) of Seller the Sub or on impede the ability of the Parties parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) heretoOther than filings with respect to the Merger, Seller does not need neither the Acquiror nor the Sub needs to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect Material Adverse Effect on the condition (financial Acquiror or otherwise) of Seller the Sub, as the case may be, or on impede the ability of the Parties parties to consummate the transactions contemplated by this Agreement.

Noncontravention. Except as set forth in Schedule 4(d(a) hereto, to the Knowledge of Seller, neither Neither the execution and delivery of this AgreementAgreement by the Buyer, nor the consummation by the Buyer of the transactions contemplated hereby, will (i) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate Organizational Documents of Incorporation or By-laws of Seller or the Buyer, (ii) conflict with, result in breach Breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, sublease, license, instrumentsublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Encumbrance or other arrangement to which Seller the Buyer is a party or by which Seller the Buyer is bound or to which Seller or its assets is subject (or result in the imposition of any Security Interest upon any of its assets are subject, or (iii) violate any Legal Requirement applicable to the Buyer or any of its properties or assets, except in the case of clause (ii), except where the violation, any conflict, breachBreach, default, accelerationright, termination, modification, cancellation, failure to give notice, requirement or Security Interest violation which would not reasonably be expected to have a material adverse effect on the financial condition (financial or otherwise) results of Seller operations of the Buyer or on the ability of the Parties Buyer to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(dAgreement (a “Buyer Material Adverse Effect”). (b) heretoNo filing or registration with, Seller does not need to give any notice notification to, make any filing with, or obtain any authorization, consent, consent or approval of, any Governmental Authority is required in connection with the execution and delivery of any government this Agreement or governmental agency in order for the Parties to consummate performance by the transactions contemplated by this AgreementBuyer of its obligations hereunder, except where such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings, the failure of which to give notice, to file, be obtained or to obtain any authorization, consent, or approval made would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementBuyer Material Adverse Effect.

Noncontravention. Except as set forth in Schedule 4(d(a) heretoThe execution, to the Knowledge of Seller, neither the execution delivery and delivery performance of this Agreement, nor Agreement by Buyer and the consummation of the transactions contemplated hereby, by this Agreement and the Merger Agreement do not and will not (i) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, chargeprovision of, or other restriction result in the breach of Buyer Organizational Documents or any organizational documents of any governmentSubsidiaries of Buyer (including Merger Sub), governmental agency, (ii) conflict with or court to which Seller is subject or result in any violation of any provision of the Certificate any Law or Governmental Order applicable to Buyer, or any of Incorporation their respective properties or By-laws of Seller or assets, (iiiii) violate, conflict with, result in a breach ofof any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the termination or acceleration of, or a right of termination, cancellation, modification, acceleration or amendment under, accelerate the performance required by, or result in the acceleration ofor trigger of any payment, create in any party the posting of collateral (or right to acceleraterequire the posting of collateral), terminatetime of payment, modifyvesting or increase in the amount of any compensation or benefit payable pursuant to, any of the terms, conditions or cancel, or require provisions of any notice under any agreement, contract, lease, license, instrument, or other arrangement Contract to which Seller Buyer or any Subsidiaries of Buyer (including Merger Sub) is a party or by which Seller is any of them or any of their respective assets or properties may be bound or to which Seller affected, or its assets is subject (or iv) result in the imposition creation of any Security Interest Lien upon any of its assetsthe properties or assets of Buyer or any Subsidiaries of Buyer (including Merger Sub), except where (in the violationcase of clauses (ii), conflict(iii) or (iv) above) for such violations, breachconflicts, defaultbreaches or defaults which would not, accelerationindividually or in the aggregate, termination, modification, cancellation, failure reasonably be expected to give notice, or Security Interest would not have a material adverse effect on the condition ability of Buyer to enter into and perform its obligations under this Agreement. (financial b) No consent, approval or otherwise) of Seller authorization of, or designation, declaration or filing with, any Governmental Authority is required on the ability part of Buyer with respect to its execution, delivery or performance of this Agreement or the Parties to consummate consummation of the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, Agreement or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Merger Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability for applicable requirements of the Parties to consummate the transactions contemplated by this AgreementHSR Act and Federal Securities Laws.

Noncontravention. Except as The execution and delivery by Buyer of this Agreement does not, and the execution and delivery of each of the other Transaction Documents by Buyer and performance by Buyer of its obligations under this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby will not: (a) subject to compliance with the applicable requirements of the HSR Act, conflict with or result in a violation of any Law applicable to Buyer, except for such violations which would not individually or in the aggregate, have or reasonably be expected to have a Buyer Material Adverse Effect or (b) conflict with or result in a violation of or default of (with or without notice or lapse of time, or both), result in any violation or breach of, or give rise to a right of payment, termination, modification, acceleration cancellation under any provision of (i) any Contract or Permit to which Buyer is a party or by which any of the Assets of Buyer are bound, (ii) any Order of any Governmental Authority applicable to Buyer or (iii) the organizational documents of Buyer. Other than compliance with the applicable requirements of the HSR Act and the Governmental Approvals and Consents set forth on Section 4.4 of the Buyer Disclosure Schedule, no Governmental Approval, Consent, Order or Permit of, or registration or declaration or filing with, or notification to, any Person or Governmental Authority, will be required to be obtained or made by Buyer in Schedule 4(d) hereto, to the Knowledge of Seller, neither connection with the execution and delivery of this AgreementAgreement or the other Transaction Documents, nor the compliance by Buyer with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, hereby or other restriction thereby or the taking by Buyer of any governmentother action contemplated hereby or thereby, governmental agencyexcept for such Consents, Orders or court Permits, registrations, declarations, filings and notifications, the failure of which to which Seller is subject obtain or any provision of the Certificate of Incorporation make would not, individually or By-laws of Seller or (ii) conflict with, result in breach of, constitute a default under, result in the acceleration ofaggregate, create in any party the right have or reasonably be expected to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller is a party or by which Seller is bound or to which Seller or its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementBuyer Material Adverse Effect.

Noncontravention. Except as set forth in Schedule 4(d(a) hereto, to the Knowledge of Seller, neither the The execution and delivery by Purchaser of this Agreement, nor the consummation of the transactions contemplated hereby, and the compliance by Purchaser with the provisions of this Agreement do not and will not conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time or both) under, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation or to a loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties or assets of Purchaser under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Purchaser’s Certificate of Incorporation or By-laws of Seller or Bylaws, (ii) conflict withany Law or Judgment, result in breach ofwith respect to Purchaser’s properties or assets, constitute a default underother than, result in the acceleration ofcase of clause (ii), create any such conflicts, violations, breaches, defaults, rights, losses, Liens or entitlements that individually or in the aggregate are not likely to impair in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller is a party or by which Seller is bound or to which Seller or its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on respect the ability of Purchaser to perform its obligations under this Agreement, or prevent or materially impede or delay the Parties consummation of the transactions contemplated hereby. (b) No consent, approval, order or authorization of, registration, declaration or filing with, or notice to, any Governmental Entity is required by or with respect to consummate Purchaser in connection with the execution and delivery by Purchaser of this Agreement, the consummation by Purchaser of the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, Agreement or obtain any authorization, consent, or approval the compliance by Purchaser with the provisions of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where for such consents, approvals, orders, authorizations, registrations, declarations, filings and notices, the failure of which to give notice, to file, be obtained or to obtain any authorization, consent, made individually or approval in the aggregate would not have a impair in any material adverse effect on the condition (financial or otherwise) of Seller or on respect the ability of Purchaser to perform its obligations under this Agreement, or prevent or materially impede or delay the Parties to consummate consummation of the transactions contemplated by this Agreementhereby.

Noncontravention. Except as for the consents, approvals, authorizations and licenses set forth in § 3.3 of the Disclosure Schedule 4(d) heretoand would not reasonably be expected to have a Material Adverse Effect, to the Knowledge of Seller, neither the execution and delivery by each Seller of this AgreementAgreement and the Transaction Documents to which it is a party, nor the performance by each Seller of its obligations hereunder and thereunder and the consummation of the transactions contemplated herebyhereby and thereby, will shall not (with or without notice or lapse of time): (i) violate any constitutionviolate, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation or By-laws of Seller or (ii) conflict with, result in a breach of the terms or conditions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, result in the acceleration of(A) any Contract, create in (B) any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement Contractual Obligation to which either Seller is a party or any of the Acquired Assets is subject or by which either Seller is bound or to which Seller or its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give noticebound, or Security Interest would not have a material adverse effect on (C) any Law, Governmental Authorization applicable to either Seller, the condition Acquired Assets, the Business or the Assumed Liabilities; (financial or otherwiseii) of Seller or on the ability contravene any provision of the Parties operating agreement, by-laws, certificate of incorporation or similar governing documents of either Seller; (iii) require Seller to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) heretomake any declaration, Seller does not need to give filing or registration with, or provide any notice to, make any Governmental Authority or obtain any Governmental Authorization, (iv) require any consent, approval or authorization of, declaration, filing or registration with, or obtain notice to, any authorization, consent, other Person; (v) result in the creation or approval imposition of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain Lien upon any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties Acquired Assets; or (vi) cause the Buyer to consummate the transactions contemplated by this Agreementhave any Liability for any Tax.

Noncontravention. Except as set forth in Schedule 4(d(a) hereto, to the Knowledge None of Seller, neither the execution and delivery of this Agreement, nor or the consummation of the Merger and the other transactions contemplated herebyhereby and thereby will, will with or without the giving of notice or the lapse of time or both, (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate articles of Incorporation incorporation or By-laws bylaws (or comparable organization documents, as applicable) of Seller the Buyer or Merger Sub, (ii) conflict assuming compliance with the filing and notice requirements set forth in Sections 5.5(b)(i) through (v), violate any Law applicable to the Buyer or Merger Sub on the date hereof, (iii) require any filing or registration with, or the giving of any notice to, any Governmental Entity, or (iv) other than as set forth in Section 5.5(a) of the Buyer Disclosure Schedule, result in a breach of, conflict with, constitute a default underunder or give rise to any right of termination, result in the cancellation or acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller is a party or by which Seller is bound or to which Seller or its assets is subject (or result in the imposition creation of any Security Interest Lien upon any of its assets)the properties or assets of the Buyer or Merger Sub under, except where the violationor give rise to any obligation, conflict, breach, default, acceleration, right of termination, modification, cancellation, failure acceleration or increase of any obligation or a loss of a material benefit under, any of the terms, conditions or provisions of any Contract to give noticewhich the Buyer or Merger Sub is a party, or Security Interest by which the Buyer or Merger Sub may be bound, excluding in the case of clause (ii) through (iv) above, conflicts, violations, breaches, defaults, rights of termination, cancellations, accelerations, increases, losses, creations and impositions of Liens which have not had and would not have reasonably be expected to have, individually or in the aggregate, a material adverse effect on Material Adverse Effect. (b) The execution and delivery of this Agreement by the condition Buyer and Merger Sub does not, and the performance of this Agreement by the Buyer and Merger Sub will not, require any Order or Permit of, or filing with or notification to, any Governmental Entity, except for (financial i) such filings under state securities Laws or otherwise) of Seller or on blue sky Laws, the ability of Securities Act and the Parties to consummate Exchange Act as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement. Except Agreement (including the Proxy Statement), (ii) the filing of applications for delisting of the Common Stock with the Nasdaq Global Select Market, (iii) such filings as may be required under the HSR Act or the Other Antitrust Laws, (iv) the filing and recordation of appropriate merger or other documents as required by the MIBCA and by relevant authorities of other jurisdictions in which the Buyer is qualified to do business (including the filing of the Articles of Merger and the Amended Articles), (v) the filings set forth in Section 5.5(b) of the Buyer Disclosure Schedule 4(dand (vi) heretosuch other Orders, Seller does Permits, filings and notifications which if not need to give any notice to, make any filing with, obtained or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval made would not have reasonably be expected to have, individually or in the aggregate, a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementMaterial Adverse Effect.

Noncontravention. Except as set forth in Schedule 4(d(a) heretoThe execution, to the Knowledge of Seller, neither the execution delivery and delivery performance of this Agreement, nor Agreement by the Partnership and the consummation by the Partnership of the transactions contemplated hereby, Merger will not (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject the Partnership Agreement or any provision of charter or similar organizational document adopted by any Subsidiary as in effect on the Certificate of Incorporation date hereof or By-laws of Seller immediately prior to the Effective Time or (ii) conflict with, result in breach or constitute a violation of or a default (or an event which with notice or lapse of time or both would become a violation of or a default) under, or grant to others any rights of termination, amendment, acceleration or cancellation of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any other material agreement, contract, lease, license, instrument, indenture or other arrangement instrument to which Seller the Partnership or any of its Subsidiaries is a party or by which Seller is bound or to which Seller or its assets is subject (party, or result in the imposition creation of any Security Interest Lien upon any of the properties or assets of the Partnership or any Subsidiary, or result in a violation of any statute, law, ordinance, regulation, rule, judgment, decree or order (collectively "Laws") of any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency having jurisdiction (a "Governmental Entity") applicable to the Partnership or any of its assets)Subsidiaries or by which any of its property or assets is bound or affected, except where the violation, which conflict, breach, default, accelerationgrant or violation (A) except in the case of clause (i) above, termination, modification, cancellation, failure would reasonably be expected to give notice, or Security Interest would not have a material adverse effect on the condition Partnership Material Adverse Effect, (financial or otherwiseB) of Seller or on would impair the ability of the Parties Partnership to perform its obligations under this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement. Except Agreement or (C) will not be avoided by the Partnership obtaining at or prior to the Effective Time the consent of a third party (including, without limitation, the Limited Partner Approvals) as set forth in on Schedule 4(d3.5. ------------ (b) heretoNo consent, Seller does not need to give any notice toapproval, make any license, permit, order or authorization of, or registration, declaration or filing with, or obtain any authorization, consentnotice to, or approval permit from, any Governmental Entity is required to be obtained or made by or with respect to the Partnership or any Subsidiary in connection with the execution, delivery and performance of any government this Agreement or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability consummation of the Parties Merger, other than (i) the filing with the SEC of a consent solicitation statement relating to consummate the transactions contemplated by this AgreementLimited Partner Approvals, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which the Partnership is qualified to do business, (iii) such filings as may be required in connection with the Taxes described in Section 3.11 and (iv) filings under state securities laws.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and the delivery of this Agreement, the Transaction Documents nor the consummation of the transactions contemplated hereby, thereby (including the assignments referred to in Article I above) in accordance with the terms hereof will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller IBL is subject or subject, (ii) violate any provision of the Certificate articles of Incorporation incorporation or By-laws bylaws of Seller IBL or (iiiii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller IBL is a party or by which Seller it is bound or to which Seller or any of its assets is subject (or result in the imposition of any Security Interest security interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest security interest has been waived in writing or otherwise would not not, individually or in the aggregate, (x) adversely affect the legality, validity or enforceability of any of the Transaction Documents or the transactions contemplated thereby, (y) have or result in a material adverse effect on the condition Acquired Assets or (financial z) adversely impair IBL's ability to perform fully on a timely basis its obligations under any Transaction Document (any of (x), (y) or otherwise(z) a Material Adverse Effect). Assuming satisfaction of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth all relevant conditions in Schedule 4(d) heretoArticle IV, Seller IBL does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this AgreementAgreement (including the assignments referred to in Article II above), except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementMaterial Adverse Effect.

Noncontravention. Except as set forth in Schedule 4(d(i) hereto, to the Knowledge of Seller, neither Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated herebyhereby (including the assignments and assumptions referred to in §2 above), will (ia) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court Law to which Seller is subject or any provision of the Certificate of Incorporation charter or By-laws bylaws of Seller or any of its Subsidiaries or (iib) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller or any of its Subsidiaries is a party or by which Seller it is bound or to which Seller or any of its assets is subject (or result in the imposition of any Security Interest Lien upon any of its assetsassets other than Permitted Liens), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest Lien would not have a material adverse effect on Material Adverse Effect, or the condition required notice has been given or the required consent has been obtained. (financial ii) Other than in connection with the provisions of the Xxxx-Xxxxx-Xxxxxx Act, the Delaware General Corporation Law, and the Securities Exchange Act, or otherwiseas contemplated by §3(c) of the Disclosure Schedule, neither Seller or on the ability nor any of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need its Subsidiaries needs to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency Governmental Authority in order for the Parties to consummate the transactions contemplated by this AgreementAgreement (including the assignments and assumptions referred to in §2 above), except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementMaterial Adverse Effect.

Noncontravention. Except as set forth in Schedule 4(d) heretoSubject to compliance with the applicable requirements of the Securities Act, to and any applicable state securities laws and the Knowledge of SellerExchange Act, neither the execution and delivery of this Agreement, Agreement or the Purchaser Ancillary Documents by the Purchaser nor the consummation by the Purchaser of the transactions contemplated hereby, will (a) require on the part of the Purchaser any filing with, or permit, authorization, consent or approval of, any Governmental Entity, except for (i) violate any constitutionfiling, statutepermit, regulationauthorization, ruleconsent or approval which if not obtained or made would not have a material adverse effect on the assets, injunctionbusiness, judgmentfinancial condition, orderresults of operations or future prospects (other than prospects relating to the economy in general or the pharmaceutical or biotechnology industries in general) of the Purchaser (a "Purchaser Material Adverse Effect") or on the ability of the Company and Purchaser to consummate the transactions contemplated by this Agreement, decree(ii) such filings, rulingif any, chargeas may be required under the HSR Act, or other restriction of (iii) any government, governmental agencysuch filing, or court to permit, authorization, consent or approval which Seller is subject or any provision of may be properly obtained following the Certificate of Incorporation or By-laws of Seller or Closing, (iib) conflict with, result in breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the any right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, sublease, license, instrumentsublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest or other arrangement to which Seller the Purchaser is a party or by which Seller it is bound or to which Seller or any of its assets is subject (or result in the imposition of subject, other than any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, modification or Security Interest cancellation which individually or in the aggregate would not have a Purchaser Material Adverse Effect or have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties parties to consummate the transactions contemplated by this Agreement, except where or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the failure to give notice, to file, Purchaser or to obtain any authorization, consent, of its properties or approval assets which individually or in the aggregate would not have a Purchaser Material Adverse Effect or have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties parties to consummate the transactions contemplated by this Agreement.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and delivery by the Buyer of this AgreementAgreement or the Ancillary Agreements to which it is a party, nor the performance by the Buyer of its obligations hereunder or thereunder or the consummation by the Buyer of the transactions contemplated herebyhereby or thereby, does or will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate Buyer Charter Documents, (b) require on the part of Incorporation the Buyer any filing with, or By-laws of Seller permit, authorization, consent or approval of, any Governmental Entity, (iic) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, instrument, contract or other arrangement instrument to which Seller the Buyer is a party or by which Seller it is bound or to which Seller or any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets)subject, except where the violation, for (i) any conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, modification or Security Interest cancellation which has not had and would not reasonably be expected to have a material an adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties Buyer to perform its obligations under this Agreement or any Ancillary Agreement or to consummate the transactions contemplated by hereby or thereby or (ii) any notice, consent or waiver the absence of which has not had and would not reasonably be expected to have an adverse effect on the ability of the Buyer to perform its obligations under this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give Agreement or any notice to, make any filing with, Ancillary Agreement or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to filehereby or thereby, or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to obtain the Buyer or any authorization, consent, of its properties or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementassets.

Noncontravention. Except as set forth in Schedule 4(d) hereto, Subject to compliance with the Knowledge applicable requirements of Sellerthe Xxxx-Xxxxx-Xxxxxx Act and applicable foreign antitrust or trade regulation laws, neither the execution and delivery by the Buyer of this AgreementAgreement or the Ancillary Agreements to which the Buyer will be a party, nor the consummation by the Buyer of the transactions contemplated herebyhereby or thereby, will will: (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate charter or bylaws of Incorporation the Buyer; (b) require on the part of the Buyer or By-laws of Seller the Guarantor any filing with, or permit, authorization, consent or approval of, any Governmental Entity, except for any filing, permit, authorization, consent or approval which if not obtained or made would not reasonably be expected to result in a Buyer Material Adverse Effect (iias defined below); (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, terminate or modify, or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, instrument, contract or other arrangement agreement to which Seller the Buyer is a party or by which Seller the Buyer is bound or to which Seller or its assets is subject (or result in the imposition of any Security Interest upon any of its assets)bound, except where the violation, for (i) any conflict, breach, default, accelerationacceleration or right to terminate or modify that would not reasonably be expected to result in a Buyer Material Adverse Effect, termination, modification, cancellation, failure to give (ii) any notice, consent or Security Interest waiver the absence of which would not have reasonably be expected to result in a material adverse effect on Buyer Material Adverse Effect, or (iii) the condition Buyer's Credit Facility, which approval thereunder has been obtained and delivered to the Seller; or (financial d) violate any order, writ, injunction or otherwise) of Seller decree specifically naming, or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) heretostatute, Seller does not need to give any notice rule or regulation applicable to, make the Buyer or any filing with, of its properties or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreementassets, except where the failure to give notice, to file, or to obtain for any authorization, consent, or approval violation that would not have reasonably be expected to result in a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementBuyer Material Adverse Effect.

Noncontravention. Except Subject to compliance with the applicable requirements of the Securities Act and any applicable state securities laws, the Exchange Act and the filing of the Certificate of Merger as set forth in Schedule 4(d) hereto, to required by the Knowledge of SellerDelaware General Corporation Law, neither the execution and delivery by the Buyer or the Transitory Subsidiary of this Agreement or (in the case of the Buyer) the Escrow Agreement, nor the consummation by the Buyer or the Transitory Subsidiary of the transactions contemplated herebyhereby or thereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation charter or By-laws of Seller the Buyer or the Transitory Subsidiary, (iib) require on the part of the Buyer or the Transitory Subsidiary any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (c) conflict with, result in breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, instrument, contract or other arrangement instrument to which Seller the Buyer or the Transitory Subsidiary is a party or by which Seller either is bound or to which Seller or its assets is subject (or result in the imposition of any Security Interest upon any of its assets)their assets are subject, except where the violation, for (i) any conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, modification or Security Interest cancellation which would not have a material adverse effect on adversely affect the condition (financial or otherwise) consummation of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(dhereby or (ii) heretoany notice, Seller does consent or waiver the absence of which would not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval adversely affect the consummation of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to filehereby, or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to obtain the Buyer or the Transitory Subsidiary or any authorization, consent, of their properties or approval would not have a material adverse effect on assets or (e) result in the condition (financial imposition of any Security Interest upon and assets of Buyer or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementTransitory Subsidiary.

Noncontravention. Except as set forth in Schedule 4(dSection 4(c) hereto, to of the Knowledge of SellerDisclosure Schedule, neither the execution and the delivery of this AgreementAgreement by Seller and Target, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller Target or any of the Assets is subject or any provision of the Certificate charter or bylaws of Incorporation or By-laws of Seller Target or (ii) conflict with, result in a material breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, material (whether individually or other arrangement in the aggregate) Contract to which Seller Target is a party or by which Seller it is bound or to which Seller or its assets any of the Assets is subject (or result in the imposition of any Security Interest upon any of its assetsthe Assets), except where where, prior to or simultaneously with the violationClosing, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, such Contract is being terminated or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability consent of the Parties to consummate other party thereto will have been obtained (including the transactions release of the Mellon Bank Security Interest). Except for the filings contemplated by this Agreement. Except as set forth in Schedule 4(dSection 5(b) heretobelow, Seller Target does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementMaterial Adverse Effect.

Noncontravention. (a) Except as set forth in Schedule 4(dSection 3.3(a) heretoof the Disclosure Schedule, the execution and delivery by IMS or the Company of this Agreement and the other Transaction Agreements to which either of them is a party, and the consummation of the transactions contemplated hereby and thereby and the compliance by either of them with the provisions hereof and thereof do not and will not result in the creation of any lien, pledge, claim, charge, mortgage, encumbrance or other security interest of any kind, whether arising by Contract or by operation of Law (a "Lien"), in or upon any of the properties or assets of IMS or its Affiliates that are material to the Knowledge conduct of Sellerthe CD Business. Except as set forth in Section 3.3(a) of the Disclosure Schedule, neither the execution and delivery by IMS or the Company of this Agreement and the other Transaction Agreements to which either of them is a party, and the consummation of the transactions contemplated hereby and thereby and the compliance by either of them with the provisions hereof and thereof do not and will not (i) conflict with or result in any violation or default (with or without notice or lapse of time or both) under, (ii) give rise to a right of, or result in, termination or cancellation of, or acceleration of any obligation under, (iii) result in a loss of a material benefit under, or (iv) give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (A) the Constitutive Documents of IMS or the Company, (B) any material Business Contract to which IMS or any of its Affiliates or the Company is a party or is bound by, or any Purchased Assets are bound by or subject, or under which IMS or any of its Affiliates or the Company has material rights or benefits or (C) subject to the governmental filings and other matters referred to in Section 3.3(b), any constitution, act, statute, law (including common law), ordinance, treaty, rule or regulation of any Governmental Entity (a "Law") or any judgment, order or decree (a "Judgment"), in each case applicable to IMS or any of its Affiliates or the Contributed Assets or the Purchased Assets, or the Company. (b) No consent, approval, license, permit, order or authorization of, registration, declaration or filing with, or notice to, any Governmental Entity is required by or with respect to IMS or the Company in connection with the execution and delivery of this Agreement, nor the other Transaction Agreements to which either of them is a party, the consummation of the transactions contemplated hereby or thereby or the compliance by IMS or the Company with the provisions hereof and thereof, except (i) for filings required under, and compliance with other applicable requirements of, the Hart Scott Rodino Antitrust Improvements Act of 1976 (the "HSR Act"), xxx axx xxxxxxx xompetition filing with any Govexxxxxxxx Xxxxxx, xx applicable to this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby; (ii) the filing with the Securities and Exchange Commission (the "SEC")of such reports under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement and the other Transaction Agreements and the transactions contemplated hereby and thereby; (iii) filings with, and notices and submissions to, the United States Food and Drug Administration (the "FDA"); (iv) such filings as may be required to transfer the ownership of Intellectual Property Rights; and (v) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices, the failure of which to be obtained or made individually or in the aggregate would not impair in any material respect the ability of IMS or the Company to perform its obligations under this Agreement or prevent or materially impede or delay the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation or By-laws of Seller or (ii) conflict with, result in breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller is a party or by which Seller is bound or to which Seller or its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement.

Noncontravention. Except as set forth in Schedule 4(d) heretoSubject to compliance with the applicable requirements of the Hart-Scoxx-Xxxxxx Xxx, to the Knowledge of Seller, neither xxither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (iA) if such Seller is an entity, violate any provision of its Governing Documents, (B) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which such Seller is subject subject, (C) with or any provision without notice, lapse of the Certificate of Incorporation time (or By-laws of Seller or (ii) both), conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any material agreement, contract, lease, license, instrument, or other arrangement to which such Seller is a party or by which such Seller is bound or to which Seller or its any of such Seller’s assets is subject subject, or (or D) result in the imposition or creation of a Lien (other than Permitted Encumbrances) upon or with respect to such Seller’s Shares under any Security Interest upon agreement, contract, lease, instrument, or other arrangement to which such Seller is a party or by which it is bound or to which any of its assetsassets is subject, except, in the case of clauses (B), except where (C) and (D), as would not, individually or in the violationaggregate, conflict, breach, default, acceleration, termination, modification, cancellation, failure reasonably be expected to give notice, prevent or Security Interest would not have a material adverse effect on delay the condition (financial or otherwise) consummation of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementhereby. Except as set forth in Schedule 4(d) hereto, Such Seller does is not need required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where other than (A) compliance with and filings under the Hart-Scoxx-Xxxxxx Xxx, (X) those that may be required solely by reason of Buyer being the buyer of the Shares and (C) those that the failure to give noticemake or obtain would not, individually or in the aggregate, reasonably be expected to file, prevent or to obtain any authorization, consent, or approval would not have a material adverse effect on delay the condition (financial or otherwise) consummation of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementhereby.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, by this Agreement or the Sellers' Closing Documents by Sellers will (ia) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller any of Sellers or the Subsidiaries is subject or any provision of the Certificate charter, certificate of Incorporation incorporation, articles of incorporation, or By-laws articles of Seller conversion as applicable, or bylaws or operating agreement of any of Sellers or the Subsidiaries or (iib) except as set forth on Schedule 4.4, conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller any of Sellers or the Subsidiaries is a party or by which Seller it is bound or to which Seller or any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets), as applicable, except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a Sellers' Material Adverse Effect or a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) heretorequired by the HSR Act, Seller does not need none of Sellers or the Subsidiaries needs to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a Sellers' Material Adverse Effect or a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to Section 3.4 of the Knowledge of SellerDisclosure Schedule, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated herebySubject Transactions, will (iA) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which any of the Company and the Subsidiaries, API or the Seller is subject or any provision of the Certificate charter or bylaws of Incorporation any of the Company and the Subsidiaries, API or By-laws of Seller or the Seller, (iiB) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller any of the Company and the Subsidiaries is a party or by which Seller it is bound or to which Seller or any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets)subject, except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest notice would not have a material adverse effect on the business or financial condition (financial or otherwise) of Seller the Company and the Subsidiaries taken as a whole or on the ability of the Parties parties to consummate the transactions contemplated by this AgreementAgreement or (c) result in the creation of a Security Interest in the assets of the Company or the Subsidiaries. Except for the HSR Act and any similar foreign law and as set forth in Schedule 4(d) heretoSection 3.4 of the Disclosure Schedule, Seller does not need none of the Company or the Subsidiaries needs to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the financial condition (financial or otherwise) of Seller the Company and the Subsidiaries taken as a whole or on the ability of the Parties parties to consummate the transactions contemplated by this Agreement.

Noncontravention. Except Subject to compliance with the applicable requirements of the Securities Act and any applicable state securities laws, the Securities Exchange Act of 1934, as set forth in Schedule 4(damended (the "Exchange Act") hereto, to and the Knowledge filing of Sellerthe Certificate of Merger as required by the Delaware General Corporation Law, neither the execution and delivery of this AgreementAgreement by the Buyer or the Transitory Subsidiary, nor the consummation by the Buyer or the Transitory Subsidiary of the transactions contemplated hereby, will (ia) conflict or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation charter or By-laws of Seller the Buyer or the Transitory Subsidiary, (iib) conflict require on the part of the Buyer or the Transitory Subsidiary any filing with, result in breach or permit, authorization, consent or approval of, constitute a default underany Governmental Entity, result in the acceleration ofother than any filing, create in any party the right to acceleratepermit, terminateauthorization, modify, consent or cancel, approval which if not obtained or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller is a party or by which Seller is bound or to which Seller or its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest made would not have a material adverse effect on the condition assets, business, financial condition, results of operations or future prospects (financial other than prospects relating to the economy in general or otherwisethe biotechnology or pharmaceutical industries in general) of Seller the Buyer (a "Buyer Material Adverse Effect") or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d, (c) hereto, Seller does not need to give any notice to, make any filing conflict with, result in breach of, constitute (with or obtain without due notice or lapse of time or both) a default under, result in the acceleration of, create in any authorizationparty any right to accelerate, consentterminate, modify or cancel, or approval of require any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest or other arrangement to file, which the Buyer or Transitory Subsidiary is a party or by which either is bound or to obtain which any authorizationof their assets are subject, consentother than any conflict, breach, default, acceleration, termination, modification or approval cancellation which individually or in the aggregate would not have a Buyer Material Adverse Effect or have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement, or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Buyer or the Transitory Subsidiary or any of their properties or assets.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither the The execution and delivery by Pubco, Vistas Merger Sub and Anghami Merger Sub of this AgreementAgreement and each other Transaction Agreement to which it is or is required to be a party, nor the consummation by such Party of the transactions contemplated herebyhereby and thereby, and compliance by such Party with any of the provisions hereof and thereof, will not (a) subject to the filing of the Amended and Restated Pubco Governing Documents, conflict with or violate any provision of such Party’s Governing Documents, (b) subject to obtaining the consents listed on the Consents Schedule hereto, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to such Party or any of its properties or assets, or (c) (i) violate any constitutionviolate, statuteconflict with or result in a breach of, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation or By-laws of Seller or (ii) conflict with, result in breach of, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the acceleration termination, withdrawal, suspension, cancellation or modification of, create (iv) accelerate the performance required by such Party under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets of such Party under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to acceleratedeclare a default, terminateexercise any remedy, modifyclaim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or require modify any notice under any agreementright, contractbenefit, lease, license, instrument, obligation or other arrangement to which Seller is a party or by which Seller is bound or to which Seller or its assets is subject (or result in the imposition of any Security Interest upon term under, any of its assetsthe terms, conditions or provisions of, any material Contract of such Party, except for any deviations from any of the foregoing clauses (a), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, (b) or Security Interest (c) that would not reasonably be expected to have a material adverse effect Material Adverse Effect on the condition (financial Pubco, Vistas Merger Sub or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementAnghami Merger Sub.

Noncontravention. Except as set forth in on the Purchaser ---------------- --------- Noncontravention Schedule 4(d) attached hereto, to the Knowledge of Seller, neither the execution and the ------------------------- delivery of this Agreement, Agreement or the agreements contemplated hereby nor the consummation of the transactions contemplated herebyhereby or thereby, will (ia) violate in any material respect any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller the Purchaser, ACR or Holdings is subject or subject, (b) violate any provision of any of Holdings', ACR's or the Certificate of Incorporation or By-laws of Seller Purchaser's organizational documents or (iic) materially conflict with, result in a material breach of, constitute a material default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller Holdings, ACR or the Purchaser is a party or by which Seller is bound or to which Seller or its assets is subject (or d) result in the imposition of any Security Interest security interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability assets of the Parties to consummate the transactions contemplated by this AgreementPurchaser, ACR or Holdings. Except with respect to approvals under the HSR Act and except as set forth in Schedule 4(d) heretoon the Purchaser Noncontravention -------------------------- Schedule, Seller does not need to the Purchaser's knowledge, none of the Purchaser, Holdings or ACR -------- is required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for (i) the Parties to consummate the transactions contemplated by this Agreement, except where Agreement and (ii) the failure Purchaser to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect carry on the condition (financial or otherwise) of Seller or on Businesses after the ability of Closing in substantially the Parties to consummate the transactions contemplated by this Agreementsame manner as presently conducted.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and the delivery of this Agreement, Agreement nor the consummation of the transactions contemplated hereby, hereby will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, charge or other restriction of any government, governmental agency, or regulatory body or authority or court to which Seller Sub 1 or Sub 2 is subject or any provision of the Certificate of Incorporation or By-laws of Seller or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, modify or cancel, cancel or require any notice under any agreement, contract, lease, license, instrument, instrument or other arrangement to which Seller Sub 1 or Sub 2 is a party or by which Seller Sub 1 or Sub 2 is bound or to which Seller or its any of their assets is are subject (or result in the imposition of any Security Interest pledge, lien, encumbrance, charge or security interest upon any of its their assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, notice or Security Interest would not have a material adverse effect Material Adverse Effect or (iii) violate or conflict with any provision of the articles of incorporation or bylaws of Sub 1 or Sub 2. Except for any notice which has been provided or will be provided on or before Closing and which is described in Section 4(c) on the condition (financial or otherwise) of Seller or on Disclosure Schedule, the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does Companies do not need to give any notice to, make any filing with, with or obtain any authorization, consent, consent or approval of any government governmental or governmental agency regulatory body or authority or other Person in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, file or to obtain any authorization, consent, consent or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementMaterial Adverse Effect.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and delivery of this Agreement, the Escrow Agreement or the Registration Rights Agreement by the Buyer and i-Cube (to the extent party thereto), nor the consummation by the Buyer and i-Cube (to the extent party thereto) of the transactions contemplated herebyhereby or thereby, will (ia) conflict or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation charter or By-laws of Seller the Buyer or i-Cube, (iib) conflict require on the part of the Buyer or i-Cube any filing with, result in breach or permit, authorization, consent or approval of, constitute a default underany Governmental Entity, result in the acceleration ofother than any filing, create in any party the right to acceleratepermit, terminateauthorization, modify, consent or cancel, approval which has been obtained or require any notice under any agreement, contract, lease, license, instrument, which if not obtained or other arrangement to which Seller is a party or by which Seller is bound or to which Seller or its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest made would not have a material adverse effect on the condition (assets, business, financial condition, results of operations or otherwise) future prospects of Seller the Buyer or i-Cube or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d, (c) hereto, Seller does not need to give any notice to, make any filing conflict with, result in breach of, constitute (with or obtain without due notice or lapse of time or both) a default under, result in the acceleration of, create in any authorizationparty any right to accelerate, consentterminate, modify or cancel, or approval of require any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest or other arrangement to file, which the Buyer or i-Cube is a party or by which it is bound or to obtain which any authorizationof its assets are subject, consentother than any conflict, breach, default, acceleration, termination, modification or approval cancellation which individually or in the aggregate would not have a material adverse effect on the condition (assets, business, financial condition, results of operations or otherwise) future prospects of Seller the Buyer or i-Cube or on the ability of the Parties to consummate the transactions contemplated by this Agreement, or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Buyer or any of its properties or assets.

Noncontravention. Except Subject to compliance with the applicable requirements of the HSR Act, except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller4.3, neither the execution and delivery of this AgreementAgreement and the agreements contemplated hereby by Seller, nor the consummation of the transactions contemplated herebyhereby and thereby by Seller, will (ia) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court Governmental Authority to which Seller is subject or any provision of the Certificate Seller’s articles of Incorporation incorporation or By-laws of Seller bylaws or (iib) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller is a party or by which Seller is bound or to which Seller or its assets is subject (or result in the imposition of any Security Interest upon any of its assets)assets are subject; provided, except where however, that Seller makes no representation or warranty as to whether the violationexecution, conflictdelivery, breachand performance by Buyer and Seller of this Agreement or the Management Agreement conflicts with, defaultresults in a breach of, acceleration, termination, modification, cancellation, failure to give noticeconstitutes a default under, or Security Interest would not have a material adverse effect on creates in any party the condition (financial right to accelerate, terminate, modify, or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this cancel any Retained Agreement. Except as set forth in Schedule 4(d) hereto4.3, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, consent or approval of any government Governmental Authority or governmental agency other third party in order for the Parties parties hereto to consummate the transactions contemplated by this AgreementAgreement in a lawful manner and without causing a default under, except where the failure to give notice, to fileconflict with, or to obtain any authorizationacceleration, consentviolation, or approval would not have termination of, any legal requirement or contract or agreement to which Seller is a material adverse effect on the condition (financial party or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementbound.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and the delivery of this ---------------- Agreement, nor the consummation of the transactions contemplated herebyby this Agreement, will (ia) violate any constitutionvalid constitutional provision, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller Amalgamated is subject or any provision of the Certificate of Incorporation its charter or By-laws of Seller bylaws; or (iib) except for the terms of the Amalgamated Credit Agreements, and the Valhi Credit Agreement, conflict with, result in a material breach of, constitute a material default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any material agreement, contract, lease, license, instrument, or other arrangement to which Seller Amalgamated is a party or by which Seller it is bound or to which Seller or any of its material assets is subject (or result in the imposition of any Security Interest upon any of its assets), ; except for where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the financial condition (financial or otherwise) of Seller Amalgamated or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller Amalgamated does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the financial condition (financial or otherwise) of Seller Amalgamated or on the ability of the Parties to consummate the transactions contemplated by this Agreement.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will will: (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Seller is subject or any provision of the Certificate its Articles of Incorporation or By-laws of Seller Bylaws, as amended, or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party Person the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Seller is a party or by which Seller it is bound or to which Seller or any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the condition (financial or otherwise. Section 4(c) of the Disclosure Statement sets forth all agreements, contracts, leases, licenses, instruments or other arrangements to which the Seller is a party which, pursuant to their terms, require that the Seller provide notice or on obtain consent from the ability of the Parties other party in order to consummate effect the transactions contemplated by this Agreementhereby, other than off-the-shelf software. Except as set forth in Schedule 4(d) hereto, The Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement. Notwithstanding the above, except where neither the failure to give noticeSeller nor the Shareholder makes any representation or warranty regarding compliance with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementas amended.

Noncontravention. Except as set forth in Schedule 4(d) heretoSubject to compliance with the applicable requirements of the Securities Act, to the Knowledge of SellerExchange Act, neither and any applicable state securities laws, the execution and delivery of this AgreementAgreement by the Company, nor the sale and delivery of the Company’s shares of Common Stock, the Warrant and the Warrant Shares and the consummation by the Company of the transactions contemplated hereby, will not: (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate Company Charter or the Bylaws; (b) require on the part of Incorporation the Company any filing with, or By-laws any permit, authorization, consent or approval of, any Governmental Entity, other than any filing, permit, authorization, consent or approval which if not made or obtained would not have any change or effect that is materially adverse to the properties, assets, business, condition (financial or otherwise), prospects or results of Seller operations of the Company or any Subsidiary, taken as a whole (iia “Material Adverse Effect”); (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, instrument, or other arrangement to which Seller is a party or by which Seller is bound or to which Seller or its assets is subject (or result contract listed in Section 2.4 of the imposition of any Security Interest upon any of its assets)Disclosure Schedule, except where the violation, for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, failure to give notice, consent or Security Interest waiver that would not reasonably be expected to have a Material Adverse Effect on the Company; (d) result in the imposition of any security interest upon any assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a material adverse effect Material Adverse Effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementCompany.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated herebyhereby (including, without limitation, the assignments and assumptions referred to in Article II above), will (ia) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller Allstar is subject subject, the violation of which would have a Material Adverse Effect, or any provision of the Certificate charter or bylaws of Incorporation or By-laws of Seller Allstar or (iib) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or or, except for required by third party consents and approvals, require any notice under under, any agreement, contract, lease, license, instrument, or other arrangement constituting or relating to an Acquired Asset to which Seller Allstar is a party or by which Seller it is bound or to which Seller or any of its assets is subject (or result in the imposition of any Security Interest Encumbrance upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, said failure to give notice, file or Security Interest would obtain authorization, consent or approval could not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementMaterial Adverse Effect. Except as set forth in Schedule 4(d) heretofor filings and approvals required by the Securities Exchange Act and Xxxx-Xxxxx-Xxxxxx Act, Seller Allstar does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where Agreement and to convey title to the failure Acquired Assets to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) Amherst Southwest free and clear of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementall Encumbrances.

Noncontravention. Except as set forth in Schedule 4(d(a) heretoNeither the execution, to the Knowledge delivery and performance of this Agreement by such Seller, neither nor the execution and delivery of this Agreement, nor consummation by such Seller of the transactions contemplated hereby, will (ia) conflict with or violate any constitutionprovisions of its charter documents, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge(b) result in a breach of or default (with or without notice or lapse of time, or other restriction both) under, or give rise to any notification or consent requirement or any right of termination, cancellation or acceleration of any government, governmental agencyobligation, or court to loss of a material benefit, under, any material contract or agreement to which Seller is subject or any provision of the Certificate of Incorporation or By-laws of Seller or (ii) conflict with, result in breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which such Seller is a party or by which Seller is bound or to which Seller or its assets is subject otherwise bound, (or c) result in the imposition or creation of any Security Interest upon Lien upon, or with respect to, any assets owned or used by such Seller or (d) subject to compliance with the HSR Act, conflict with or violate any Law applicable to such Seller or its properties or assets, except, in the case of its assetsclauses (b), except where (c) and (d), for such violations or breaches which, individually or in the violationaggregate, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on Seller Material Adverse Effect. (b) Neither the condition (financial or otherwise) execution, delivery and performance of this Agreement by such Seller, nor the consummation by such Seller or on by the ability Company and its Subsidiaries of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth hereby, will give rise to any right of first offer or notice or any other right in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing withfavor of Stichting Pensioenfonds ABP (“ABP”), or obtain any authorizationother restriction on or obligation with respect to the sale or transfer by such Seller of the Shares or the purchase of the Shares by the Buyer, consentunder any provision of the Amended and Restated Investor Rights Agreement, dated as of November 24, 2009, by and among the Company, Brookfield Infrastructure Corporation, ABP and Brookfield Global Timber Fund I L.P., as may have been amended or approval otherwise modified on or prior to the date hereof (the “Investor Agreement”). The Investor Agreement shall automatically terminate upon the consummation of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreementhereby, except where and shall cease to have any force or effect from and after such time; provided, that if the failure Buyer elects to give noticeproceed with the Alternative Transaction pursuant to Section 6.22, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) Investor Agreement shall survive the consummation of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementhereby and shall remain in full force and effect.

Noncontravention. Except as set forth in Schedule 4(d) heretoNeither the execution, to delivery and performance by the Knowledge of Seller, neither the execution and delivery Seller of this Agreement, Agreement or the Ancillary Agreements nor the consummation of the transactions contemplated herebyContemplated Transactions will: (a) violate any Legal Requirement applicable to the Seller Group; (b) result in a breach or violation of, will or default under, right to accelerate payment under or obligation to make any payment pursuant to or loss of material rights under, or modify or terminate (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation or By-laws of Seller Acquired Asset or (ii) conflict with, result in any other Contractual Obligation of the Seller Group the breach or violation of, constitute a default under, right to accelerate payment under, obligation to make any payment pursuant to, loss of material rights under, or modification or termination of which would reasonably be expected to have a Material Adverse Effect; (c) contravene, conflict with or result in any limitation on the right, title or interest of the Seller or of any member of the Acquired Group in or to any Registered Intellectual Property; (d) require any action by (including any authorization, consent or approval) or in respect of (including notice to), any Person under any Contractual Obligation of the Seller Group; (e) result in the acceleration creation or imposition of a Lien upon, or the forfeiture of, create any (i) Acquired Asset or (ii) other asset upon which the creation or imposition of a Lien would reasonably be expected to have a Material Adverse Effect; (f) result in any party the right to accelerate, terminate, modifya breach or violation of, or canceldefault under, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller is a party or by which Seller is bound or to which Seller or its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the condition (financial or otherwise) Organizational Documents of Seller or of any member of the Acquired Group; or (g) cause any member of the Acquired Group to lose the benefit of any right or privilege it presently enjoys or cause any Person who normally does business with such member not to continue to do so on the ability same basis or is likely to cause any officer or senior employee to leave and, so far as the Seller is aware, the attitude or actions of customers, collaborators, suppliers, employees, and other Persons with regard to the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does Acquired Group will not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementbe prejudicially affected thereby.

Noncontravention. Except as set forth in on Schedule 4(d) hereto, to the Knowledge of Seller2.4, neither the execution and delivery of this AgreementAgreement or the other Transaction Documents by Sellers, nor the consummation by Sellers of the transactions contemplated herebyhereby or thereby, will will: (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate charter or bylaws or other organizational documents of Incorporation any Seller; (b) require on the part of any Seller (including so as to (i) avoid the loss of any permit, the breach of any Contract or By-laws the creation of Seller any Security Interest on any Acquired Assets or Assumed Liabilities or (ii) enable Buyer to own the Acquired Assets and continue the lawful operation of the Business after the Closing Date as currently conducted) any filing with, or any permit, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (a “Governmental Entity”), except for any filing, permit, authorization, consent, or approval which if not obtained or made would not, individually or in the aggregate, reasonably be expected to be material to the Business or the Acquired Assets; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, sublease, license, instrumentsublicense, franchise, permit, indenture, agreement or other arrangement mortgage for borrowed money, instrument of indebtedness or Security Interest to which any Seller is a party or by which any Seller is bound or to which Seller or its any of their respective assets is subject (or result in the imposition of any Security Interest upon any of its assets)subject, except where the violation, for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, failure to give notice, consent or waiver that would not, individually or in the aggregate, reasonably be expected to be material to the Business or the Acquired Assets; (d) violate any order, writ, injunction or decree specifically naming, or Law applicable to, any Seller or any of or their respective properties or assets; or (e) result in the loss or impairment of any right to own or use any Acquired Asset or result in the creation or imposition of any Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this AgreementPurchased Assets, except where for any loss or impairment that would not, individually or in the failure aggregate, be material to give notice, to file, the Business or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementAcquired Assets.

Noncontravention. Except as set forth in Schedule 4(dSection(c) hereto, to of the Knowledge of SellerXxxxx Disclosure Schedule, neither the execution and the delivery of this AgreementAgreement or the Ancillary Agreements, nor the consummation of the transactions contemplated herebyhereby or thereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, law or any order, decree, ruling, charge, or other restriction of any government, governmental agency, or court Governmental Authority to which Seller Xxxxx or any of its Subsidiaries is subject or any provision of the Certificate certificate of Incorporation incorporation or By-laws bylaws of Seller Xxxxx or any of its Subsidiaries or (ii) conflict with, result in a breach of, constitute a default underunder (or an event which, with notice or lapse of time, or both, would constitute a breach or default), result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contractContract, lease, license, instrument, Permit or other arrangement (written or oral) to which Seller Xxxxx or any of its Subsidiaries is a party or by which Seller any of them is bound or to which Seller or its any of their respective assets is subject (or result in the imposition of any Security Interest upon any of its their respective assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(dSection(c) heretoof the Xxxxx Disclosure Schedule, Seller does not need none of Xxxxx or any of its Subsidiaries needs to give any notice to, Annex V-Reps. & Warranties of Xxxxx make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency Governmental Authority in order for the Parties to consummate the transactions contemplated by this Agreement, except where Agreement and the failure Ancillary Agreements or continue the effectiveness of Permits relating to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on Xxxxx Business following the ability of the Parties to consummate the transactions contemplated by this AgreementClosing.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and the delivery of this AgreementAgreement and the Ancillary Documents to which KCI is a party, nor the consummation of the transactions contemplated herebyhereby and thereby, will breach, conflict with, or result in any violation of or default (with or without notice or lapse of time or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under, or result in the creation or imposition of any Security Interest of any nature whatsoever upon any of the properties or assets of KCI or any of its Subsidiaries under, (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller any of KCI and its Subsidiaries is subject or any provision of the Certificate charter, bylaws or other organic document of Incorporation or By-laws any of Seller KCI and its Subsidiaries or (ii) conflict with, result in breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller any of KCI and its Subsidiaries is a party or by which Seller it is bound or to which Seller or any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except in the case of clause (ii) where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the condition (financial or otherwise) Material Adverse Effect. None of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need KCI and its Subsidiaries needs to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency or any third party in order for the Parties to consummate the transactions contemplated by this AgreementAgreement or the Ancillary Documents, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementMaterial Adverse Effect.

Noncontravention. Except as set forth in Schedule 4(d) hereto, Subject to the Knowledge filing of Sellerthe Certificate of Merger as required by the Corporation Law, neither the execution and delivery by the Company of this Agreement, nor the consummation by the Company of the transactions contemplated hereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation or By-laws of Seller the Company, (b) require on the part of the Company any filing with, or any permit, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (iia "GOVERNMENTAL ENTITY"), (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, instrument, contract or other arrangement instrument to which Seller the Company is a party or by which Seller the Company is bound or to which Seller or any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets)subject, except where the violation, for (i) any conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, modification or Security Interest cancellation which would not have a material adverse effect on Company Material Adverse Effect and would not adversely affect the condition (financial or otherwise) consummation of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(dhereby or (ii) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, consent or to obtain any authorization, consent, or approval waiver the absence of which would not have a material adverse effect on Company Material Adverse Effect and would not adversely affect the condition (financial or otherwise) consummation of Seller or on the ability of the Parties to consummate the transactions contemplated by hereby, (d) result in the imposition of any Security Interest (as defined below) upon any assets of the Company or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its properties or assets. For purposes of this Agreement: "SECURITY INTEREST" means any mortgage, pledge, security interest, encumbrance, charge or other lien (whether arising by contract or by operation of law), other than (i) mechanic's, materialmen's, and similar liens, (ii) liens arising under worker's compensation, unemployment insurance, social security, retirement, and similar legislation, (iii) liens for taxes not yet due and payable, and (iv) liens on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the Ordinary Course of Business (as defined below) of the Company and not material to the Company; and "ORDINARY COURSE OF BUSINESS" means the ordinary course of the Company's business, consistent with past custom and practice (including with respect to frequency and amount).

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated herebyhereby (including the assignments and assumptions referred to in Section 2 above), will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation charter or By-laws bylaws of Seller or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller is a party or by which Seller it is bound or to which Seller or its assets any of the Acquired Assets is subject (or result in the imposition of any Security Interest upon any of its assetsthe Acquired Assets), except where the violationsubject to Seller's receipt, conflictwhich is required hereunder, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementLandlord Consents and other required third party consents described in Section 5(b) and Section 5(c) below. Except as set forth in Schedule 4(d) heretoit relates to the Xxxx-Xxxxx-Xxxxxx Act and any applicable state statutes relating to the Store going-out-of- business sales, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval approv- al of any government or governmental agency in order for the Parties Par- ties to consummate the transactions contemplated by this Agreement, except where Agree- ment (including the failure assignments and assumptions referred to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementin Section 2 above).

Noncontravention. Except as set forth otherwise shown in Schedule 4(d) heretoSection 3.3 of the Seller's Disclosure Schedule, to the Knowledge of the Seller, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated herebyhereby (including the assignments and assumptions referred to in Section 2 above), will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which any of the Seller and its Subsidiaries is subject or any provision of the Certificate charter or bylaws of Incorporation or By-laws any of the Seller and its Subsidiaries or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which any of the Seller and its Subsidiaries is a party or by which Seller it is bound or to which Seller or any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the financial condition (financial or otherwise) of the Seller and its Subsidiaries taken as a whole or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) heretoTo the Knowledge of the Seller, none of the Seller does not need and its Subsidiaries needs to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this AgreementAgreement (including the assignments and assumptions referred to in Section 2 above), except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the financial condition (financial or otherwise) of the Seller and its Subsidiaries taken as a whole or on the ability of the Parties to consummate the transactions contemplated by this Agreement.

Noncontravention. Except as set forth in Schedule 4(d) heretoSubject to compliance with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Act, to the Knowledge of Sellerapplicable Environmental Laws, and applicable foreign antitrust or trade regulation laws, neither the execution and delivery of this AgreementAgreement by Buyer, nor the consummation by Buyer of the transactions contemplated hereby, will will: (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate charter or bylaws of Incorporation Buyer; (b) require on the part of Buyer any filing with, or By-laws permit, authorization, consent or approval of, any Governmental Entity, except for any filing, permit, authorization, consent or approval which if not obtained or made would not reasonably be expected to result in a material adverse effect on the assets, business, financial condition or results of Seller operations of Buyer or on the ability of Buyer to consummate the transactions contemplated by this Agreement (iia “Buyer Material Adverse Effect”); (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the any right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, sublease, license, instrumentsublicense, franchise, permit, indenture, agreement or other arrangement mortgage for borrowed money, instrument of indebtedness or Security Interest to which Seller Buyer is a party or by which Seller Buyer is bound or to which Seller or its assets is subject (or result in the imposition of any Security Interest upon any of its assets)assets are subject, except where the violation, for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, failure to give notice, consent or Security Interest waiver which would not have reasonably be expected to result in a material adverse effect on the condition Buyer Material Adverse Effect; or (financial d) violate any order, writ, injunction or otherwise) of Seller decree specifically naming, or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) heretostatute, Seller does not need to give any notice rule or regulation applicable to, make Buyer or any filing with, of its properties or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreementassets, except where the failure to give notice, to file, or to obtain for any authorization, consent, or approval violation that would not have reasonably be expected to result in a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementBuyer Material Adverse Effect.

Noncontravention. Except (a) The execution and delivery by Buyer and Merger Sub of this Agreement, the consummation of the Merger and the other transactions contemplated hereby and the compliance by Buyer and Merger Sub with the provisions of this Agreement do not and will not conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time or both) under, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation or to a loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties or assets of Buyer or Merger Sub under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (i) the Constitutive Documents of Buyer or Merger Sub, (ii) any Contract to which Buyer or Merger Sub is a party or bound by or their respective properties or assets are bound by or subject to or otherwise under which Buyer or Merger Sub has rights or benefits or (iii) subject to the governmental filings and other matters referred to in Section 3.4(b), any Law or Judgment, in each case, applicable to Buyer or Merger Sub or their respective properties or assets, except, in the case of clauses (ii) and (iii), for such matters as set forth would not reasonably be expected, individually or in Schedule 4(d) heretothe aggregate, to the Knowledge of Sellerresult in a Material Adverse Change. (b) No consent, neither approval, order or authorization of, registration, declaration or filing with, or notice to, any Governmental Entity is required by or with respect to Buyer or Merger Sub in connection with the execution and delivery by Buyer and Merger Sub of this Agreement, nor the consummation by Buyer and Merger Sub of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or Merger and the other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation or By-laws of Seller or (ii) conflict with, result in breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller is a party or by which Seller is bound or to which Seller or its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, Agreement or obtain any authorization, consent, or approval the compliance by Buyer and Merger Sub with the provisions of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where for (i) the filing of the Delaware Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business and (ii) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices, the failure of which to give notice, to file, be obtained or to obtain any authorization, consent, made individually or approval in the aggregate would not have a impair in any material adverse effect on the condition (financial or otherwise) of Seller or on respect the ability of each of Buyer and Merger Sub to perform its obligations under this Agreement, or prevent or materially impede or delay the Parties to consummate consummation of the Merger or any of the other transactions contemplated by hereby or cause a Material Adverse Change. (c) All of the Buyer Shares to be issued in accordance with this Agreement, when so issued, will be duly authorized, validly issued, fully paid, nonassessable and free of all preemptive rights.

Noncontravention. Except as Assuming the accuracy of the Buyer’s representations and warranties set forth in Schedule 4(d) hereto, to the Knowledge Section 3 of Sellerthis Agreement, neither the execution and the delivery of this Agreement, Agreement nor the consummation of the transactions contemplated hereby, hereby will (i) violate any material constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, charge or other restriction of any government, governmental agency, agency or court to which Seller SM&P is subject or any provision of the Certificate charter or bylaws of Incorporation or By-laws of Seller SM&P or (ii) except as set forth in Section 4(c) of the Disclosure Schedule, conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, modify or cancel, or require any notice under under, any agreement, contract, lease, license, instrument, instrument or other arrangement to which Seller SM&P is a party or by which Seller it is bound or to which Seller or any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except except, in the case of clause (ii) hereof, where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, notice or Security Interest would not have have, or be reasonably likely to have, a material adverse effect Material Adverse Effect. Except for any filing required under the HSR Act, to the extent applicable, and for the consents set forth on the condition (financial or otherwiseSection 4(c) of Seller the Disclosure Schedule and subject to the expiration or on the ability termination of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) heretowaiting period arising thereunder, Seller does SM&P is not need required to give any notice to, make any filing with, with or obtain any authorization, consent, consent or approval of from any government or governmental agency or other third party in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, file or to obtain any authorization, consent, consent or approval would not have have, or be reasonably likely to have, a material adverse effect on the condition (financial Material Adverse Effect or otherwise) of Seller or on materially adversely affect the ability of the Parties to consummate the transactions contemplated by this Agreement.

Noncontravention. Except Subject to obtaining the approval of the Bankruptcy Court pursuant to the Approval Order, except for any violation, conflict, breach, default, right of termination, modification, cancellation or acceleration, or right to impose additional obligations that arises as a result of the commencement of the Case, and except as set forth in Schedule 4(d) hereto3.5, to the Knowledge of Seller, neither the execution and delivery of this Agreement by the Seller does not, the execution and delivery of each Other Agreement to which the Seller is or will (as contemplated by this Agreement) become a party does not and will not, nor and the performance by the Seller of its obligations hereunder and thereunder and the consummation of the transactions contemplated herebyTransactions will not (in each case, will whether with or without the giving of notice, the lapse of time or both), directly or indirectly: (ia) violate any constitutionviolate, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, conflict with or other restriction result in a breach of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate Organizational Documents of Incorporation the Seller; (b) violate or By-laws of conflict with any Law applicable to the Seller or give any Governmental Entity or other Person the right to challenge any of the Transactions or to exercise any remedy, obtain any relief under or revoke or otherwise modify any rights held under any such Law; (iic) violate, conflict with, result in a breach of, constitute a default under, result in the acceleration ofan event of default under or an event giving rise to (or otherwise give rise to) any right of termination, modification, cancellation or acceleration, create in any party Person the right to accelerate, terminate, modify, impose (or cancelotherwise result in the imposition of) any additional obligations on or the loss of any rights or benefits of the Seller, or require any notice under or consent under, any agreement, contract, lease, license, instrument, or other arrangement Contract (i) to which the Seller is a party party, (ii) of which the Seller is a beneficiary or (iii) by which the Seller is bound or to which Seller any Purchased Asset is subject; or its assets is subject (or d) result in the imposition creation of any Security Interest Lien binding upon the Seller or upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementPurchased Asset.

Noncontravention. Except as set forth in Schedule 4(d) heretoThe execution, to the Knowledge of Seller, neither the execution delivery and delivery performance of this AgreementAgreement and the Ancillary Agreements by Seller does not, nor and, subject to Seller obtaining the Seller’s Required Consents, the consummation by Seller of the transactions contemplated herebyhereby and thereby will not (a) contravene, will violate or result in any breach of (with or without notice or lapse of time, or both) any provision of (i) violate any constitutionthe Organizational Documents of Seller, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation or By-laws of Seller or (ii) conflict withexcept for matters set forth in Section 3.04 of the Seller Disclosure Letter, result in breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, Material Contract or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement Permit to which Seller is a party or by which Seller is bound or to which Seller or its assets is subject (any of the Acquired Assets are bound, or result in the termination or acceleration thereof, or entitle any party to terminate or cancel any such Material Contract or Permit, or entitle any party to accelerate any obligation or indebtedness thereunder, or give any party thereunder any increased, additional, accelerated or guaranteed rights or entitlements, or give any party the right to Consent thereunder, or (iii) any Law or Order to which Seller is subject or by which any Acquired Asset is bound or affected, or (b) result in the imposition or creation of any Security Interest upon Lien upon, or with respect to, any material Acquired Assets; except, in the case of its assetsclauses (a)(ii), except where (a)(iii) or (b), as would not, individually or in the violationaggregate, conflict, breach, default, acceleration, termination, modification, cancellation, failure (1) be material to give notice, the ownership or Security Interest would not have operation of the Facility or (2) reasonably be expected to result in a material adverse effect on the condition (financial Seller’s ability to perform its obligations hereunder or otherwise) of Seller thereunder or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, hereunder or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementthereunder.

Noncontravention. Except Subject to compliance with the applicable requirements of the Securities Act and any applicable state securities laws, the Exchange Act and the filing of the Certificate of Merger as set forth in Schedule 4(d) hereto, to required by the Knowledge of SellerDelaware General Corporation Law, neither the execution and delivery by the Buyer or the Transitory Subsidiary of this Agreement or (in the case of the Buyer) the Escrow Agreement, nor the consummation by the Buyer or the Transitory Subsidiary of the transactions contemplated herebyhereby or thereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation charter or By-laws of Seller the Buyer or the Transitory Subsidiary, (iib) require on the part of the Buyer or the Transitory Subsidiary any filing with, or permit, authorization, consent or approval of, any Governmental Entity, except where the failure to file, or to obtain such permit, authorization, consent or approval would not reasonably be expected to cause a Buyer Material Adverse Effect (c) conflict with, result in breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, instrument, contract or other arrangement instrument to which Seller the Buyer or the Transitory Subsidiary is a party or by which Seller either is bound or to which Seller or its assets is subject (or result in the imposition of any Security Interest upon any of its assets)their assets are subject, except where the violation, for (i) any conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, modification or Security Interest cancellation which would not have a material adverse effect on adversely affect the condition (financial or otherwise) consummation of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(dhereby or (ii) heretoany notice, Seller does consent or waiver the absence of which would not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval adversely affect the consummation of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreementhereby, except where (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the failure Buyer or the Transitory Subsidiary or any of their properties or assets or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to give noticethe Buyer, its subsidiaries or any of their properties or assets, including, without limitation, the ESEA, the IDEA and any other federal, state or local law, statute, rule, regulation, standard, guide or order pertaining to filethe authorization to operate public schools or the eligibility to receive funding under federal, state or local programs related to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) operation of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementpublic schools.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of SellerDISCLOSURE SCHEDULE 3.5, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated herebyhereby by the Company or any Subsidiary, will (ia) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court Governmental Authority to which Seller the Company, any Subsidiary or the Business is subject (except for any of the foregoing that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect) or any provision of the Certificate articles or certificate of Incorporation incorporation or By-laws bylaws of Seller the Company or any Subsidiary; (iib) except for such matters as would not reasonably be expected to have a Material Adverse Effect and except as set forth on Disclosure Schedule 3.5, conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, concession, joint venture agreement, partnership agreement, association, contract or other arrangement to which Seller the Company or any Subsidiary is a party or by which Seller is they are bound or to which Seller or its any of their assets is subject (or result in the imposition of any Security Interest upon any of its their assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) heretoDISCLOSURE SCHEDULE 3.5, Seller does not need neither the Company nor any Subsidiary is required to give any notice to, make any filing with, or obtain any authorization, consent, qualification, order or approval of any government Governmental Authority in connection with the Company's and any Subsidiary's execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby. Buyer will not have to undergo any certification or governmental agency in order for the Parties to consummate recertification by any person or entity as a result of the transactions contemplated by this Agreement, except where the failure to give notice, to file, Agreement or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability its operation of the Parties to consummate the transactions contemplated by this AgreementBusiness after Closing.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and delivery of this AgreementAgreement (including the Ancillary Agreements, Buyer Agreements and all other agreements referred to herein or contemplated hereby) by Seller, nor the consummation by Seller of the transactions contemplated herebyhereby and thereby, including delivery of the Acquired Assets or the assignments and assumptions referred to in Section 2, above, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation Charter or By-laws Bylaws; (b) require on the part of Seller any filing with, or any permit, authorization, consent or approval of, any Governmental Entity (iiexcept for recordation in the case of Intellectual Property); (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a material default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, modify or cancel, or require notice, consent or waiver under, any notice under any agreement, contract, lease, sublease, license, instrumentsublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest or other arrangement to which Seller is a party or by which Seller is bound or to which Seller any of the Acquired Assets is bound; (d) cause Buyer to become subject to or its assets is subject become liable for payment of any Tax; (or e) result in the imposition of any Security Interest a Encumbrance upon any of its assets)the Acquired Assets; (f) violate any material order, except where the violationwrit, conflictinjunction, breachdecree, defaultstatute, acceleration, termination, modification, cancellation, failure rule or regulation applicable to give notice, or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability any of the Parties Acquired Assets; or (g) result in any of Seller’s stockholders having the right to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval exercise dissenter’s rights of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementappraisal.

Noncontravention. (a) Except as set forth in Schedule 4(dSection 3.3(a) heretoof the Disclosure Schedule, the execution and delivery by IMS or the Company of this Agreement and the other Transaction Agreements to which either of them is a party, and the consummation of the transactions contemplated hereby and thereby and the compliance by either of them with the provisions hereof and thereof do not and will not result in the creation of any lien, pledge, claim, charge, mortgage, encumbrance or other security interest of any kind, whether arising by Contract or by operation of Law (a "Lien"), in or upon any of the properties or assets of IMS or its Affiliates that are material to the Knowledge conduct of Sellerthe CD Business. Except as set forth in Section 3.3(a) of the Disclosure Schedule, neither the execution and delivery by IMS or the Company of this Agreement and the other Transaction Agreements to which either of them is a party, and the consummation of the transactions contemplated hereby and thereby and the compliance by either of them with the provisions hereof and thereof do not and will not (i) conflict with or result in any violation or default (with or without notice or lapse of time or both) under, (ii) give rise to a right of, or result in, termination or cancellation of, or acceleration of any obligation under, (iii) result in a loss of a material benefit under, or (iv) give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (A) the Constitutive Documents of IMS or the Company, (B) any material Business Contract to which IMS or any of its Affiliate or the Company is a party or is bound by, or any Purchased Assets are bound by or subject, or under which IMS or any of its Affiliates or the Company has material rights or benefits or (C) subject to the governmental filings and other matters referred to in Section 3.3(b), any constitution, act, statute, law (including common law), ordinance, treaty, rule or regulation of any Governmental Entity (a "Law") or any judgment, order or decree (a "Judgment"), in each case applicable to IMS or any of its Affiliates or the Contributed Assets or the Purchased Assets, or the Company. (b) No consent, approval, license, permit, order or authorization of, registration, declaration or filing with, or notice to, any Governmental Entity is required by or with respect to IMS or the Company in connection with the execution and delivery of this Agreement, nor the other Transaction Agreements the consummation of the transactions contemplated hereby or thereby or the compliance by IMS or the Company with the provisions hereof and thereof, except (i) for filings required under, and compliance with other applicable requirements of, the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), and any similar competition filing with any Governmental Entity, if applicable to this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby; (ii) the filing with the SEC of such reports under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement and the other Transaction Agreements and the transactions contemplated hereby and thereby; (iii) filings with, and notices and submissions to, the United States Food and Drug Administration (the "FDA"); (iv) such filings as may be required to transfer the ownership of Intellectual Property rights and (v) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices, the failure of which to be obtained or made individually or in the aggregate would not impair in any material respect the ability of IMS or the Company to perform its obligations under this Agreement or prevent or materially impede or delay the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation or By-laws of Seller or (ii) conflict with, result in breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller is a party or by which Seller is bound or to which Seller or its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement.

Noncontravention. Except as set forth in on Schedule 4(d) hereto, to the Knowledge of Seller3.1(c), neither the execution and delivery by Seller of this AgreementAgreement or any other documents contemplated hereby to which Seller is a party, nor the performance by Seller of its obligations hereunder or thereunder, nor the consummation by Seller of the transactions contemplated herebyContemplated Transactions, will (i) violate any constitutionprovision of the Governing Documents of Seller or any of Seller’s Affiliates or any Permit, statuteLaw, regulation, rule, injunction, judgment, order, decree, ruling, chargeOrder, or other restriction of any governmentGovernmental Authority to which Seller, governmental agencyany of Seller’s Affiliates, or court to which Seller is their respective assets are subject or any provision of bound, which Breach is expected to have a material and adverse effect on Seller, the Certificate of Incorporation Alon Shares or By-laws of Seller or the Contemplated Transactions, (ii) conflict with, result in breach a Breach of, constitute a default under, result in the acceleration of, constitute a change of control under, create in any party Person the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement Contract to which Seller or any of Seller’s Affiliates is a party or by which Seller is bound or to which Seller Seller’s Affiliates or its their respective assets (including the Alon Shares) is subject (or result in the imposition of any Security Interest upon any of its assets)bound, except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure which Breach is expected to give notice, or Security Interest would not have a material and adverse effect on Seller, the condition Alon Shares or the Contemplated Transactions, (financial iii) provide any Person other than Buyer with the right to exercise any right of first refusal to purchase or otherwiseother right to purchase the Alon Shares, or (iv) of require Seller or on the ability any of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need Seller’s Affiliates to give any notice to, make any filing with, or obtain any authorization, consent, or approval Consent of any government Person (including any Consent of any stockholders or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreementlenders of Seller), except where (A) applicable notices, filings, Consents, as may be required under the failure HSR Act to give notice, to file, be made by any Party or to obtain its Affiliates (including any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability Consents of the Parties FTC and DOJ), and (B) any filings with the SEC required to consummate the transactions contemplated be made by this Agreementany Party or its Affiliates.

Noncontravention. Except as set forth in Schedule 4(d) heretoof the Disclosure Schedule, except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Exchange Act (including the filing with the SEC of Definitive Proxy Materials relating to the Knowledge Requisite Stockholder Approval), the Hart-Xxxxx-Xxxxxx Xxx, the laws of Sellerthe State of Delaware, the laws of other states in which the Target is qualified to do or is doing business and state takeover laws, and except for the Requisite Stockholder Approval and the filing with the Secretary of State of the State of Delaware and the Recorder of Deeds of the applicable county in the State of Delaware of the Certificate of Merger following receipt of the Requisite Stockholder Approval, neither the execution and the delivery of this Agreement, Agreement nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller any of the Target and its Subsidiaries is subject or any provision of the Certificate charter or bylaws of Incorporation or By-laws any of Seller the Target and its Subsidiaries or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller any of the Target and its Subsidiaries is a party or by which Seller it is bound or to which Seller or any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the financial condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except Target and its Subsidiaries taken as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller whole or on the ability of the Parties to consummate the transactions contemplated by this Agreement.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge None of Seller, neither the execution and delivery by Member or EOC Beneficial Owner of this AgreementAgreement or any Related Agreement to which Member or EOC Beneficial Owner is or will become a party, nor the performance by Member or EOC Beneficial Owner of its obligations under this Agreement and such Related Agreements or the consummation of the transactions contemplated herebyTransactions, will including the EOP Contribution or EOC Contribution, will: (ia) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, Law applicable to such Member or other restriction EOC Beneficial Owner; (b) in the case of any governmentMember that is not a natural Person, governmental agency, or court to which Seller is subject or violate any provision of the Certificate of Incorporation or By-laws of Seller or such Member’s Organizational Documents; (iic) conflict with, result in a breach of, constitute a default underunder (with or without notice or lapse of time, or both), result in the acceleration of, create in any party Party the right to modify, accelerate, terminate, modify, terminate or cancel, or require any notice consent or approval of any Person under any agreementlease, contract, leasesublease, license, instrumentsublicense, franchise, Permit, agreement for borrowed money, or other arrangement agreement or instrument to which Seller such Member or EOC Beneficial Owner is a party or by which Seller such Member or EOC Beneficial Owner is bound bound, except where such Member or EOC Beneficial Owner has obtained (or, prior to which Seller Closing will have obtained) the consent of or its assets is subject waiver from the other party to such agreement or instrument; (or d) result in the imposition creation of any Security Interest upon Lien on such Member’s EOP Units or EOC Units, as applicable; or (e) require a Filing with or the obtainment of a Permit from any of its assetsGovernmental Authority, except, in the case set forth in clauses (a), except where the (c), and (e), such violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give noticecreation of a right, or Security Interest requirement that (i) would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing withMaterial Adverse Change, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval (ii) would not have a material adverse effect on prevent, impede or delay such Member or EOC Beneficial Owner from consummating the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementTransactions.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated herebyhereby (including the assignments and assumptions referred to in Section 2 above), will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is or Seller Subsidiaries are subject or any provision of the Certificate Articles of Incorporation or By-laws bylaws or other constituent documents of Seller or Seller Subsidiaries or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller is or Seller Subsidiaries are a party or by which Seller is they are bound or to which Seller or its their assets is are subject (or result in the imposition of any Security Interest upon any of its their assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the financial condition (financial or otherwise) of Seller and Seller Subsidiaries, taken as a whole, or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Neither Seller does not need nor Seller Subsidiaries are required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this AgreementAgreement (including the assignments and assumptions referred to in Section 2 above), except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the financial condition (financial or otherwise) of Seller and Seller Subsidiaries, taken as a whole, or on the ability of the Parties to consummate the transactions contemplated by this Agreement.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and delivery by the Buyer of this Agreement, nor the consummation by the Buyer of the transactions contemplated hereby, including, without limitation, the issuance and delivery of the Buyer Shares, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of its Governing Documents, (b) require on the Certificate part of Incorporation the Buyer any filing with, or By-laws of Seller permit, authorization, consent or approval of, any Governmental Entity, (iic) conflict with, result in breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, instrument, contract or other arrangement instrument to which Seller the Buyer is a party or by which Seller it is bound or to which Seller or its assets is subject (or result in the imposition of any Security Interest upon any of its assets)are subject, except where the violation, for (i) any conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, modification or Security Interest cancellation which would not have a material adverse effect on adversely affect the condition (financial or otherwise) consummation of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(dhereby, including, without limitation, the issuance and delivery of the Buyer Shares, (ii) heretoany notice, Seller does consent or waiver the absence of which would not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval adversely affect the consummation of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreementhereby, except where including, without limitation, the failure to give notice, to fileissuance and delivery of the Buyer Shares, or (iii) such filings, applications, notices and approvals as are required to obtain be made or obtained under the listing rules of Nasdaq, the federal securities laws or the securities laws of any authorizationstate, consentincluding under any “blue sky” laws, in connection with the offer, sale and issuance of the Buyer Shares, or approval (d) violate any Law or Order applicable to the Buyer or any of its properties or assets. The Buyer is not aware of any impediment or restriction which would not have a material adverse effect on prevent the condition (financial or otherwise) completion of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementhereunder.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to To the Knowledge of SellerSpot Us, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated herebyhereby (including the assignments and assumptions referred to in ss.1 above), will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller Spot Us is subject or any provision of the Certificate charter or bylaws of Incorporation or By-laws any of Seller Spot Us or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller any of Spot Us and its Subsidiaries is a party or by which Seller it is bound or to which Seller or any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the financial condition (financial or otherwise) of Seller Spot Us or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) heretoTo the Knowledge of Spot Us, Seller does not need none of Spot Us or its Subsidiaries needs to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this AgreementAgreement (including the assignments and assumptions referred to in ss.2 above), except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the financial condition (financial or otherwise) of Seller Spot Us or on the ability of the Parties to consummate the transactions contemplated by this Agreement.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and the delivery of this Agreement, Agreement and the agreements contemplated hereby nor the consummation of the transactions contemplated hereby, hereby and thereby will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, order or other restriction decree of any government, governmental agency, agency or court to which Seller the Buyer or the Transitory Subsidiary is subject or by which it or its assets may be bound or any provision of the Certificate limited partnership agreement or operating agreement of Incorporation or By-laws of Seller the Buyer and the Transitory Subsidiary, respectively, or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, modify or cancel, or require any notice under any agreement, note, bond, mortgage, contract, lease, license, instrument, permit or other arrangement instrument to which Seller the Buyer or the Transitory Subsidiary is a party or by which Seller it is bound or to which Seller or any of its assets is subject (or result in the imposition of any Security Interest Lien upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, notice or Security Interest Lien would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties Buyer or the Transitory Subsidiary to consummate the transactions contemplated by or perform its obligations under this Agreement. Except as set forth for the filing of the Certificate of Merger in Schedule 4(d) heretoDelaware, Seller does not need neither the Buyer nor the Transitory Subsidiary needs to give any notice to, make any filing with, with or obtain any authorization, consent, consent or approval of any government or governmental agency or other Person in order for such Parties to execute and deliver this Agreement and the Parties other agreements contemplated hereby to which they are parties or to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementhereby and thereby.

Noncontravention. Except as set forth described in Schedule 4(d) hereto, to Section 4.3 of the Knowledge of SellerDisclosure Schedule, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller the Company is subject or any provision of the Certificate articles of Incorporation organization or By-laws the operating agreement of Seller the Company, or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrumentnote, mortgage, indenture, deed of trust, instrument or other arrangement to which Seller the Company is a party or by which Seller it is bound or to which Seller or any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would . The Company is not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency Person in order for the Parties parties to consummate the transactions contemplated by this Agreement. Notwithstanding the foregoing, except where Buyer acknowledges receipt from Seller of copies of all the managed care contracts identified in Section 4.14 of the Disclosure Schedule (the “Managed Care Contracts”), has reviewed the Managed Care Contracts and has made its own determination as to the extent to which notice must be given to and/or consent must be obtained from the other contracting parties to the Managed Care Contracts in connection with Buyer’s purchase of the Interests. The parties further acknowledge and agree that Buyer has instructed that Seller give notice of Buyer’s purchase of the Interests to (i) PacifiCare, and (ii) Sierra Health & Life Insurance Company, Inc. and its Affiliates, that Seller has given notice of Buyer’s purchase of the Interests to such parties and that any failure of Seller to give noticeany further notice to and/or obtain the consent of any party to any Managed Care Contract shall not be considered to be a breach of this Agreement. Buyer and Seller further acknowledge that any of the Managed Care Contracts may be terminated for any reason by any party at any time and that any such termination is outside the control of Seller. Accordingly, Buyer and Seller agree that any termination and/or modification of any Managed Care Contract subsequent to filethe Closing Date shall not affect the Purchase Price or the amount of the Post-Closing Payment and shall not be considered to be a breach of this Agreement by Seller, or to obtain a breach of any authorizationrepresentation, consent, warranty or approval would not have a material adverse effect on the condition (financial or otherwise) of covenant made by Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementherein.

Noncontravention. Except as set forth in disclosed on Schedule 4(d) hereto, to the Knowledge of Seller3.4, neither the execution execution, delivery and delivery performance by the Sellers of this Agreement, Agreement or any Ancillary Agreement nor the consummation of the transactions contemplated herebySale will: (a) assuming the taking of any action by (including any authorization, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, chargeconsent or approval), or other restriction of any government, governmental agencyin respect of, or court to which Seller is subject or any provision of the Certificate of Incorporation or By-laws of Seller or (ii) conflict with, result in breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller is a party or by which Seller is bound or to which Seller or its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, any governmental authority, in each case, as disclosed on Schedule 3.3, and assuming the receipt of approval or obtain consent of any third party that may be required in connection with the transactions contemplated in this Agreement or any of the Ancillary Agreements (collectively, the "Required Consents"), violate any legal requirement applicable to a Seller (except for any such violations which would not reasonably be expected to materially interfere with the Sale or the sale of the Delsym Product after the Closing); (b) assuming the receipt of the Required Consents, result in a breach or violation of, or default under, any obligation under any contract, agreement or understanding involving a Seller (except for any such breaches, violations or defaults which would not reasonably be expected to materially interfere with the Sale or the sale of the Delsym Product after the Closing); (c) assuming the receipt of the Required Consents, require any action by (including any authorization, consent or approval) or in respect of (including notice to), any party under the Assigned Contracts (except for any such authorization, consent, approval or approval notice which would not reasonably be expected to materially interfere with the Sale or the sale of any government the Delsym Product after the Closing); (d) result in the creation or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to fileimposition of an encumbrance upon, or to obtain the forfeiture of, any authorization, consentAssets (other than Permitted Encumbrances); or (e) result in a breach or violation of, or approval would not have default under, a material adverse effect on the condition (financial Seller's articles of incorporation, by-laws or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementother organizational documents.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and delivery by the Seller of this Agreementthe Transaction Documents to which the Seller is (or is to be) a party, nor consummation the performance by the Seller of its obligations thereunder will (nor will the transactions contemplated hereby, will giving of notice or the lapse of time or both would) (a) conflict with or result in a breach of any provision of (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court Contract to which Seller is subject or any provision of the Certificate of Incorporation or By-laws of Seller or (ii) conflict with, result in breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller is a party or by which Seller is bound or any other obligation of the Seller to which any Person, or (ii) the certificate of incorporation, by-laws or other organizational documents of the Seller as amended to date, (b) obligate the Company or its assets is subject the Buyer to pay any compensation to any Person, (or c) result in the imposition creation or imposition, or permit the enforcement, of any Security Interest Lien upon the Purchased Units or the Buyer’s Share, as applicable, or (d) constitute a violation of any Legal Requirement (as defined below) applicable to the Company, except in the case of its assetsclauses (a)(i) and (d), except where for such conflicts, breaches and violations as would not, individually or in the violationaggregate, conflict, breach, default, acceleration, termination, modification, cancellation, failure reasonably be expected to give notice, or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on impair the ability of the Parties Seller to consummate the transactions contemplated by this Agreement. Except perform its obligations as set forth out in Schedule 4(dthe Transaction Documents to which it is (or is to be) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval a party. For purposes of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice(a) “Legal Requirements” shall mean any and all laws (statutory, to filejudicial or otherwise), ordinances, regulations, judgments, orders, directives, injunctions, writs, decrees or awards of, and any Contracts with, any Governmental Authority and (b) “Affiliate” of any Person means any Person which, directly or indirectly controls or is controlled by that Person, or is under common control with that Person, and “control” (including, with correlative meaning, the terms “controlled by” and “under common control with”), as used with respect to obtain any authorizationPerson, consentshall mean the possession, directly or approval would not have a material adverse effect on indirectly of the condition (financial power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities or by contract or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement.

Noncontravention. (a) Except as set forth in Schedule 4(dSection 3.3(a) heretoof the Disclosure Schedule, the execution and delivery by IMS or the Company of this Agreement and the other Transaction Agreements to which either of them is a party, and the consummation of the transactions contemplated hereby and thereby and the compliance by either of them with the provisions hereof and thereof do not and will not result in the creation of any lien, pledge, claim, charge, mortgage, encumbrance or other security interest of any kind, whether arising by Contract or by operation of Law (a "Lien"), in or upon any of the properties or assets of IMS or its Affiliates that are material to the Knowledge conduct of Sellerthe CD Business. Except as set forth in Section 3.3(a) of the Disclosure Schedule, neither the execution and delivery by IMS or the Company of this Agreement and the other Transaction Agreements to which either of them is a party, and the consummation of the transactions contemplated hereby and thereby and the compliance by either of them with the provisions hereof and thereof do not and will not (i) conflict with or result in any violation or default (with or without notice or lapse of time or both) under, (ii) give rise to a right of, or result in, termination or cancellation of, or acceleration of any obligation under, (iii) result in a loss of a material benefit under, or (iv) give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (A) the Constitutive Documents of IMS or the Company, (B) any material Business Contract to which IMS or any of its Affiliates or the Company is a party or is bound by, or any Purchased Assets are bound by or subject, or under which IMS or any of its Affiliates or the Company has material rights or benefits or (C) subject to the governmental filings and other matters referred to in Section 3.3(b), any constitution, act, statute, law (including common law), ordinance, treaty, rule or regulation of any Governmental Entity (a "Law") or any judgment, order or decree (a "Judgment"), in each case applicable to IMS or any of its Affiliates or the Contributed Assets or the Purchased Assets, or the Company. -9- <PAGE> (b) No consent, approval, license, permit, order or authorization of, registration, declaration or filing with, or notice to, any Governmental Entity is required by or with respect to IMS or the Company in connection with the execution and delivery of this Agreement, nor the other Transaction Agreements to which either of them is a party, the consummation of the transactions contemplated hereby or thereby or the compliance by IMS or the Company with the provisions hereof and thereof, except (i) for filings required under, and compliance with other applicable requirements of, the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), and any similar competition filing with any Governmental Entity, if applicable to this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby; (ii) the filing with the Securities and Exchange Commission (the "SEC")of such reports under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement and the other Transaction Agreements and the transactions contemplated hereby and thereby; (iii) filings with, and notices and submissions to, the United States Food and Drug Administration (the "FDA"); (iv) such filings as may be required to transfer the ownership of Intellectual Property Rights; and (v) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices, the failure of which to be obtained or made individually or in the aggregate would not impair in any material respect the ability of IMS or the Company to perform its obligations under this Agreement or prevent or materially impede or delay the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation or By-laws of Seller or (ii) conflict with, result in breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller is a party or by which Seller is bound or to which Seller or its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement.Section