Common use of Authorization and Non-Contravention Clause in Contracts

Authorization and Non-Contravention. The execution, delivery and performance of this Agreement and the Related Agreements to which the Company is, or at the Closing will be, a party have been duly authorized by all necessary limited liability company or other action on the part of the Company. Without limiting the generality of the foregoing, the managers of the Company and Seller have each duly authorized the execution, delivery and performance of this Agreement and each Related Agreement by the Company. This Agreement and the Related Agreements to which the Company is, or at the Closing will be, a party each constitute the legal, valid and binding obligations of the Company, enforceable in accordance with their respective terms. Except as set forth on Section 3.1(b) of the Disclosure Schedule, the Company’s execution, delivery and performance of this Agreement and the Related Agreements to which the Company is, or at the Closing will be, a party does not and will not (i) constitute a breach, violation or infringement of the Company’s governing documents, (ii) constitute a breach or violation of or constitute a default under (with or without due notice or lapse of time or both) any Law, Order or other restriction of any Governmental Authority to which the Company or any of its assets or properties is subject, (iii) 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 Contract to which the Company is a party or by which it is bound or by which any of the Company’s assets, properties or business is bound or affected, (iv) result in the creation or imposition of any Encumbrance upon any of the Company’s assets or properties except for Encumbrances released at or prior to the Closing, or (v) require any consent, Permit, approval, license, certificate, covenant, waiver, authorization, novation or notice of or to any Person, including any Governmental Authority or any party to any material Contract, except for any such consent, Permit, approval, license, certificate, covenant, waiver, authorization, novation or notice that will have been obtained or made prior to the Closing and is listed on Section 3.1(b) of the Disclosure Schedule.

Authorization and Non-Contravention. The execution, delivery and performance by the Company of this Agreement and the Related Agreements each agreement, document and instrument to which be executed and delivered by or on behalf of the Company ispursuant to or as contemplated by this Agreement and the issuance and sale of the Shares, or at the Closing will be, a party have been duly authorized by all necessary limited liability company or other corporate action on the part of the Company. Without limiting the generality of the foregoing, the managers of the Company and Seller have each duly authorized the execution, delivery and performance of this Agreement and each Related Agreement by the Company. This Agreement and the Related Agreements each agreement, document and instrument to which be executed and delivered by or on behalf of the Company is, pursuant to or at the Closing will be, as contemplated by this Agreement constitutes a party each constitute the legal, valid and binding obligations obligation of the Company, enforceable in accordance with their respective its terms. Except as set forth on Section 3.1(b) of The execution and delivery by the Disclosure Schedule, the Company’s execution, delivery and performance Company of this Agreement and the Related Agreements each agreement, document and instrument to which be executed and delivered by or on behalf of the Company ispursuant to or as contemplated by this Agreement and the performance by the Company of the transactions contemplated hereby and thereby, or at including the Closing will beissuance and delivery of the Shares, a party does do not and will not not: (iA) constitute a breachviolate, violation conflict with or infringement of the Company’s governing documents, (ii) constitute a breach or violation of or constitute result in a default under (with or without due notice or whether after the giving of notice, lapse of time or both) any Law, Order or other restriction of any Governmental Authority to which the Company or any of its assets or properties is subject, (iii) 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, under any material Contract contract or obligation to which the Company is a party or by which it or its assets are bound and which have not been waived, or any provision of the articles of incorporation or bylaws of the Company; (B) to the Company's knowledge, violate or result in a violation of, or constitute a default under, any provision of any material law, regulation or rule, or any order of, or any restriction imposed by, any court or governmental agency applicable to the Company; (C) require from the Company any notice to, declaration or filing with, or consent or approval of any governmental authority or third party other than as may be required to secure an exemption from qualification of the offer and sale of the Shares under the Securities Act of 1933, as amended (the "Securities Act"); or (D) accelerate any obligation under, or give rise to a right of termination of, any material agreement, permit, license or authorization to which the Company is bound a party or by which any of the Company’s assets, properties or business Company is bound or affected, (iv) result in the creation or imposition of any Encumbrance upon any of the Company’s assets or properties except for Encumbrances released at or prior to the Closing, or (v) require any consent, Permit, approval, license, certificate, covenant, waiver, authorization, novation or notice of or to any Person, including any Governmental Authority or any party to any material Contract, except for any such consent, Permit, approval, license, certificate, covenant, waiver, authorization, novation or notice that will have been obtained or made prior to the Closing and is listed on Section 3.1(b) of the Disclosure Schedulebound.

Authorization and Non-Contravention. (i) The execution, delivery and performance of this Agreement and the Related Agreements to which the Company either of Purchaser or Parent is, or at the Closing will be, a party party, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company corporate or other action on the part of the Company. Without limiting the generality of the foregoingPurchaser or Parent, the managers of the Company and Seller have each duly authorized the execution, delivery and performance of this Agreement and each Related Agreement by the Companyas applicable. This Agreement and the Related Agreements to which the Company Purchaser is, or at the Closing will be, a party each constitute the a legal, valid and binding obligations obligation of the CompanyPurchaser, enforceable in accordance with their respective its terms. Except as set forth on Section 3.1(bThis Agreement and the Related Agreements to which Parent is, or at the Closing will be, a party each constitute a legal, valid and binding obligation of Parent, enforceable in accordance with its terms. (ii) Each of the Disclosure Schedule, the CompanyPurchaser’s and Parent’s execution, delivery and performance of this Agreement and the Related Agreements to which the Company Purchaser or Parent is, or at the Closing will be, a party party, and the consummation of the transactions contemplated hereby and thereby does not and will not (iA) constitute a breach, violation or infringement of the Companysuch Person’s governing documents, (iiB) constitute a breach or violation of or constitute a default under (with or without due notice or lapse of time or both) any Law, Order or other restriction of any Governmental Authority to which the Company such Person or any of its assets or properties is subject, (iiiC) 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 Contract or Permit to which the Company such Person is a party or by which it such Person is bound or by which any of the Companysuch Person’s assets, assets or properties or business is bound or affected, (iv) result in the creation or imposition of any Encumbrance upon any of the Company’s assets or properties except for Encumbrances released at or prior to the Closing, or (vD) require any consent, Permit, approval, license, certificate, covenantconsent, waiver, authorization, novation or notice of or to any other Person, including any Governmental Authority or any party to any material ContractContract to which Purchaser or Parent, except for any such consentas applicable, Permitis a party, approvalexcept, licensewith respect to subsections (B), certificate(C) and (D) as would not materially and adversely affect Purchaser’s or Parent’s, covenantas applicable, waiver, authorization, novation or notice that will have been obtained or made prior ability to consummate the Closing and is listed on Section 3.1(b) of the Disclosure Scheduletransactions contemplated by this Agreement.

Authorization and Non-Contravention. The executionHarbor has full right, delivery authority and performance power under its respective organizational documents, including Harbor’s Certificate of Incorporation, as amended through the date hereof (the “Harbor Charter”) and Harbor’s bylaws, as amended through the date hereof (the “Harbor Bylaws”), to enter into this Agreement and all agreements, documents and instruments executed by Harbor pursuant hereto and to carry out the Related Agreements to which transactions contemplated hereby and thereby. This Agreement and all agreements, documents and instruments executed by Harbor pursuant hereto are valid and binding obligations of Harbor enforceable in accordance with their respective terms. Except for filings, permits, authorizations, consents and approvals that may be required under the Company is, or at the Closing will be, a party have been duly authorized by all necessary limited liability company or other action on the part of the Company. Without limiting the generality of the foregoingHSR Act (as defined in Section 4.4(a)), the managers of Securities Act or any state securities laws, and except for the Company and Seller have each duly authorized Harbor Stockholder Approval (as defined in Section 4.10(d)), the execution, delivery and performance of this Agreement and each Related Agreement all agreements, documents and instruments executed by Harbor pursuant hereto have been duly authorized by all necessary action under the CompanyHarbor Charter and Harbor Bylaws. This Agreement and the Related Agreements to which the Company is, or at the Closing will be, a party each constitute the legal, valid and binding obligations of the Company, enforceable in accordance with their respective terms. Except as set forth on Section 3.1(b) of the Disclosure Schedule, the Company’s The execution, delivery and performance by Harbor of this Agreement and the Related Agreements all agreements, documents and instruments to which the Company is, or at the Closing will be, a party does be executed and delivered by Harbor pursuant hereto do not and will not not: (ia) violate or result in a violation of, conflict with or constitute or result in a breach, violation or infringement of any provision of the Company’s governing documentsHarbor Charter or Harbor Bylaws; (b) violate or result in a violation of, (ii) constitute a breach or violation of or constitute a default under (with or without due notice or whether after the giving of notice, lapse of time or both) under, any Lawprovision of any law, Order regulation or rule, or any order of, or any restriction imposed by, any court or governmental agency applicable to Harbor; (c) require from Harbor any notice to, declaration or filing with, or consent or approval of, any governmental authority or other restriction of any Governmental Authority to which third party (that has not already been made or obtained or may be required in the Company future under the Proxy Statement, the Escrow Agreement, the Registration Rights Agreement or any of its assets in connection with the Contingent Payment); or properties is subject, (iiid) conflict with, violate or result in a breach violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, result in the acceleration accelerate any obligation under, or give rise to a right of termination of, create in any party the right to acceleratecontract, terminateagreement, modify permit, license or cancel, or require any notice under, any material Contract authorization to which the Company Harbor is a party or by which it Harbor is bound bound, except in each case, as would not individually or by which any of the Company’s assets, properties or business is bound or affected, (iv) result in the creation or imposition of any Encumbrance upon any of the Company’s assets or properties except for Encumbrances released at or prior to the Closingaggregate, or (v) require any consent, Permit, approval, license, certificate, covenant, waiver, authorization, novation or notice of or to any Person, including any Governmental Authority or any party to any material Contract, except for any such consent, Permit, approval, license, certificate, covenant, waiver, authorization, novation or notice that will have been obtained or made prior to the Closing and is listed a Material Adverse Effect on Section 3.1(b) of the Disclosure ScheduleHarbor.

Authorization and Non-Contravention. The execution, delivery and performance by the Company of this Agreement and the Related Agreements all other agreements, documents and instruments to which be executed and delivered by the Company isas contemplated hereby and the issuance and delivery of (i) the Warrant and (ii) upon the exercise of the Warrant, or at the Closing will beWarrant Shares, a party have been duly authorized by all necessary limited liability company or corporate and other action on the part of the Company. Without limiting the generality of the foregoing, the managers of the Company and Seller have each duly authorized the execution, delivery and performance of this Agreement and each Related Agreement by the Company. This Agreement and the Related Agreements to which the Company iseach such other agreement, or at the Closing will be, a party each document and instrument constitute the legal, valid and binding obligations of the Company, enforceable in accordance with their respective terms. Except as set forth on Section 3.1(b) of The execution and delivery by the Disclosure Schedule, the Company’s execution, delivery and performance Company of this Agreement and the Related Agreements each other agreement, document and instrument to which be executed and delivered by the Company ispursuant hereto or as contemplated hereby, or at and the Closing will beperformance by the Company of the transactions contemplated hereby and thereby, a party does including, without limitation, the issuance and delivery of (i) the Warrant and (ii) upon the exercise of the Warrant, the Warrant Shares, do not and will not not: (iA) constitute a breachviolate, violation conflict with or infringement of the Company’s governing documents, (ii) constitute a breach or violation of or constitute result in a default under (with or without due notice or whether after the giving of notice, lapse of time or both) any Law, Order or other restriction of any Governmental Authority to which the Company or any of its assets or properties is subject, (iii) 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, under any material Contract contract or obligation to which the Company is a party or by which it is bound or by which its assets are bound, or any provision of the Certificate of Incorporation or Bylaws of the Company’s assets, properties or business is bound or affected, (iv) result in cause the creation or imposition of any Encumbrance material encumbrance upon any of the assets of the Company’s assets ; (B) violate or properties except for Encumbrances released at result in a violation of, or prior constitute a default under, any provision of any material law, regulation or rule, or any order of, or any restriction imposed by, any court or governmental agency applicable to the ClosingCompany; (C) require from the Company any notice to, declaration or filing with, or consent or approval of any governmental authority or third party other than as may be required to secure an exemption from qualification of the offer and sale of the Warrant under the Securities Act of 1933, as amended (vthe "Securities Act") require and as may be required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1986, as amended ("HSR"), and applicable state securities and blue sky laws; or (D) accelerate any consentobligation under, Permitor give rise to a right of termination of, approvalany material agreement, licensepermit, certificate, covenant, waiver, authorization, novation license or notice of or authorization to any Person, including any Governmental Authority which the Company or any of its assets is a party to or by which the Company or any material Contract, except for any such consent, Permit, approval, license, certificate, covenant, waiver, authorization, novation or notice that will have been obtained or made prior to the Closing and of its assets is listed on Section 3.1(b) of the Disclosure Schedulebound.

Authorization and Non-Contravention. (a) The execution, delivery and performance by the Company of this Agreement and the Related Agreements all other agreements, documents and instruments to which be executed and delivered by the Company isas contemplated hereby (including, or at without limitation, the Closing will beRepurchase Agreement) and the issuance and delivery of (i) the Convertible Preferred Shares, a party and (ii) upon the conversion of the Convertible Preferred Shares, the Conversion Shares, have been duly authorized by all necessary limited liability company or corporate and other action on the part of the Company. Without limiting the generality of the foregoing, the managers of the Company and Seller have each duly authorized the execution, delivery and performance of this Agreement and each Related Agreement by the Company. This Agreement and the Related Agreements to which all documents executed by the Company ispursuant hereto (including, or at without limitation, the Closing will be, a party each constitute the legal, Repurchase Agreement) are valid and binding obligations of the Company, enforceable in accordance with their respective terms. Except as set forth on Section 3.1(b) of the Disclosure Schedule, the Company’s The execution, delivery and performance by the Company of this Agreement and the Related Agreements all other agreements, documents and instruments to which be executed and delivered by the Company isas contemplated hereby (including, or at without limitation, the Closing will beRepurchase Agreement) and the issuance and delivery of (i) the Convertible Preferred Shares and (ii) upon the conversion of the Convertible Preferred Shares, a party does the Conversion Shares, do not and will not not: (iA) constitute a breachexcept as disclosed in the Disclosure Schedule, violation violate, conflict with or infringement of the Company’s governing documents, (ii) constitute a breach or violation of or constitute result in a default under (with or without due notice or whether after the giving of notice, lapse of time or both) under any Law, Order contract or other restriction of any Governmental Authority to which the Company or any of its assets or properties is subject, (iii) 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 Contract obligation to which the Company is a party or by which it is bound or by which its assets are bound, or any provision of the Certificate of Incorporation or Bylaws of the Company’s assets, properties or business is bound or affected, (iv) result in cause the creation or imposition of any Encumbrance encumbrance upon any of the Company’s assets of the Company except as contemplated herein or properties except for Encumbrances released at in the Certificate of Incorporation; (B) violate or prior result in a violation of, or constitute a default under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by, any court or governmental agency applicable to the Closing, or Company; (vC) require any consent, Permit, approval, license, certificate, covenant, waiver, authorization, novation or notice of or to any Person, including any Governmental Authority or any party to any material Contract, except for any such consent, Permit, approval, license, certificate, covenant, waiver, authorization, novation or notice that will have been obtained or made prior to the Closing and is listed on Section 3.1(b) of as disclosed in the Disclosure Schedule, require from the Company any notice to, declaration or filing with, or consent or approval of any governmental authority or third party; or (D) except as disclosed in the Disclosure Schedule, accelerate any obligation under, or give rise to a right of termination of, any agreement, permit, license or authorization to which the Company is a party or by which the Company is bound. (b) Each Stockholder has all right, authority, power and (if applicable) capacity to enter into this Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of such Stockholder pursuant to or as contemplated by this Agreement (including, without limitation, the Repurchase Agreement) and to carry out the transactions contemplated hereby and thereby. This Agreement and each agreement, document and instrument executed and delivered by each Stockholder pursuant to or as contemplated by this Agreement (including, without limitation, the Repurchase Agreement) constitute, or when executed and delivered will constitute, valid and binding obligations of such Stockholder enforceable in accordance with its respective terms. The execution, delivery and performance by each Stockholder of this Agreement and each such other agreement, document and instrument (including, without limitation, the Repurchase Agreement), and the performance by such Stockholder of the transactions contemplated hereby and thereby do not and will not: (A) violate, conflict with or result in a default (whether after the giving of notice, lapse of time or both) under any contract or obligation to which such Stockholder or the Company is a party or by which he or its assets are bound, or any provision of the Certificate of Incorporation or Bylaws of the Company, or cause the creation of any encumbrance upon any of the assets of such Stockholder or the Company; (B) violate or result in a violation of, or constitute a default under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by, any court or other governmental agency applicable to the Company or such Stockholder; (C) require from such Stockholder or the Company any notice to, declaration or filing with, or consent or approval of any governmental authority or other third party; or (D) accelerate any obligation under, or give rise to a right of termination of, any agreement, permit, license or authorization to which such Stockholder or the Company is a party or by which such Stockholder or the Company is bound.

Authorization and Non-Contravention. The (i) All limited liability company action on the part of Seller necessary for the authorization, execution, delivery and performance of this Agreement and the Related Agreements to which the Company ishave been, or for any such Agreements to be entered into at the Closing Closing, will be, taken by Seller. Seller has the requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement, when duly executed and delivered in accordance with its terms, will constitute a party have been duly authorized valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as may be limited by all necessary limited liability company or other the Enforceability Exceptions. No corporation action on the part of either NFP is necessary for the Company. Without limiting the generality of the foregoingauthorization, the managers of the Company and Seller have each duly authorized the execution, delivery and performance of this Agreement and each the Related Agreement Agreements. (ii) Except as set forth on Section 4.1(b) of the Disclosure Schedule, the execution, delivery and performance by the Company. This Seller of this Agreement and the Related Agreements to which Seller is a party, and the Company isconsummation of the transactions contemplated hereby and thereby, do not and will not, as of the Effective Date and as applicable: (A) conflict with or result in a violation or breach of, or at the Closing will bedefault under, a party each constitute the legal, valid and binding obligations any provision of the Companygoverning documents of any Company Party; (B) conflict with or result in a violation or breach of any provision of any Law or Order applicable to any Company Party; or (C) result a breach under or require the consent, enforceable in accordance with their respective termsnotice or other action by any Person under any Contract to which any Company Party is a party. Except as set forth on Section 3.1(b4.1(b) of the Disclosure ScheduleSchedule no consent, approval, Permit, Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Company Party in connection with the Company’s execution, delivery and performance of this Agreement and the Related Agreements to which and the Company is, or at the Closing will be, a party does not and will not (i) constitute a breach, violation or infringement consummation of the Company’s governing documents, (ii) constitute a breach or violation of or constitute a default under (with or without due notice or lapse of time or both) any Law, Order or other restriction of any Governmental Authority to which the Company or any of its assets or properties is subject, (iii) 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 Contract to which the Company is a party or by which it is bound or by which any of the Company’s assets, properties or business is bound or affected, (iv) result in the creation or imposition of any Encumbrance upon any of the Company’s assets or properties except for Encumbrances released at or prior to the Closing, or (v) require any consent, Permit, approval, license, certificate, covenant, waiver, authorization, novation or notice of or to any Person, including any Governmental Authority or any party to any material Contracttransactions contemplated hereby and thereby, except for where the failure to provide any such notice, make any such filing or obtain any such consent, approval, Permit, approvalOrder, licensedeclaration or filing with, certificateor notice, covenantor approval would not reasonably be expected to, waiverindividually or in the aggregate, authorization, novation or notice that will have been obtained or made prior be materially adverse to the Closing and is listed on Section 3.1(b) of the Disclosure ScheduleCompany Parties, taken as a whole.

Authorization and Non-Contravention. The execution, delivery and performance of this Agreement and the Related Agreements to which the Company Purchaser is, or at the Closing will be, a party party, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company corporate or other action on the part of the Company. Without limiting the generality of the foregoing, the managers of the Company and Seller have each duly authorized the execution, delivery and performance of this Agreement and each Related Agreement by the CompanyPurchaser. This Agreement and the Related Agreements to which the Company Purchaser is, or at the Closing will be, a party each constitute the a legal, valid and binding obligations obligation of the CompanyPurchaser, enforceable in accordance with their respective its terms. Except as set forth on Section 3.1(b) of the Disclosure Schedule, the CompanyPurchaser’s execution, delivery and performance of this Agreement and the Related Agreements to which the Company Purchaser is, or at the Closing will be, a party party, and the consummation of the transactions contemplated hereby and thereby does not and will not (i) constitute a breach, violation or infringement of the CompanyPurchaser’s governing documents, (ii) constitute a breach or violation of or constitute a default under (with or without due notice or lapse of time or both) any Law, Order or other restriction of any Governmental Authority to which the Company Purchaser or any of its Purchaser’s assets or properties is subject, (iii) 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 Contract or Permit to which the Company Purchaser is a party or by which it Purchaser is bound or by which any of the CompanyPurchaser’s assets, assets or properties or business is bound or affected, (iv) result in the creation or imposition of any Encumbrance upon any of the Company’s assets or properties except for Encumbrances released at or prior to the Closing, or (v) require any consent, Permit, approval, license, certificate, covenantconsent, waiver, authorization, novation or notice of or to any Person, including any Governmental Authority or any party to any material ContractContract to which Purchaser is a party, except for any such consentexcept, Permitwith respect to subsections (ii), approval, license, certificate, covenant, waiver, authorization, novation or notice that will have been obtained or made prior (iii) and (iv) as would not materially adversely affect Purchaser’s ability to consummate the Closing and is listed on Section 3.1(b) of the Disclosure Scheduletransactions contemplated by this Agreement.

Authorization and Non-Contravention. (i) The execution, delivery and performance of this Agreement and the Related Agreements to which the Company Seller is, or at the Closing will be, a party party, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company or other action on the part of the CompanySeller. Without limiting the generality of the foregoing, the managers board of directors, managers, managing members or other governing body of Seller and the Company and Seller Members have each duly authorized the execution, delivery and performance by Seller of this Agreement and each Related Agreement by to which Seller is, or at the CompanyClosing will be, a party, and the consummation of the transactions contemplated hereby and thereby. This Agreement and the Related Agreements to which the Company Seller is, or at the Closing will be, a party each constitute the constitutes a legal, valid and binding obligations obligation of the CompanySeller, enforceable in accordance with their respective its terms. Except as set forth on Section 3.1(b. (ii) of the Disclosure Schedule, the CompanySeller’s execution, delivery and performance of this Agreement and the Related Agreements to which the Company Seller is, or at the Closing will be, a party party, and the consummation of the transactions contemplated hereby and thereby, does not and will not (iA) constitute a breach, violation or infringement of the CompanySeller’s governing documents, (iiB) constitute a breach or violation of or constitute a default under (with or without due notice or lapse of time or both) any Law, Order or other restriction of any Governmental Authority to which Seller, the Company Business or any of its Seller’s assets or properties (including any Purchased Asset) is subject, (iiiC) 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 Contract or Permit to which the Company Seller is a party or by which it Seller is bound or by which the Business or any of the CompanySeller’s assets, assets or properties or business (including any Purchased Asset) is bound or affected, (ivD) result in the creation or imposition of any Encumbrance upon any of the CompanySeller’s assets or properties except for Encumbrances released at or prior to the Closing(including any Purchased Asset), or (vE) require any consent, Permit, approval, license, certificate, covenantconsent, waiver, authorization, novation or notice of or to any Person, including any Governmental Authority or any party to any material Contract, except (1) with respect to subsections (B), (C) and (E) as would not materially and adversely affect Seller’s ability to consummate the transactions contemplated by this Agreement, and (2) with respect to subsection (E), for any such consent, Permit, approval, license, certificate, covenantconsent, waiver, authorization, novation or notice that will have been obtained or made prior to the Closing and Closing, each of which is listed on Section 3.1(b4.1(b) of the Disclosure Schedule.

Authorization and Non-Contravention. The execution, delivery and performance by the Company of this Agreement and the Related Agreements each agreement, document and instrument to which be executed and delivered by or on behalf of the Company ispursuant to or as contemplated by this Agreement and the issuance and sale of the Shares, or at the Closing will be, a party have been duly authorized by all necessary limited liability company or other corporate action on the part of the Company. Without limiting the generality of the foregoing, the managers of the Company and Seller have each duly authorized the execution, delivery and performance of this Agreement and each Related Agreement by the Company. This Agreement and the Related Agreements each agreement, document and instrument to which be executed and delivered by or on behalf of the Company is, pursuant to or at the Closing will be, as contemplated by this Agreement constitutes a party each constitute the legal, valid and binding obligations obligation of the Company, enforceable in accordance with their respective its terms. Except as set forth on Section 3.1(b) of The execution and delivery by the Disclosure Schedule, the Company’s execution, delivery and performance Company of this Agreement and the Related Agreements each agreement, document and instrument to which be executed and delivered by or on behalf of the Company ispursuant to or as contemplated by this Agreement and the performance by the Company of the transactions contemplated hereby and thereby, or at including the Closing will beissuance and delivery of the Shares, a party does do not and will not not: (iA) constitute a breachviolate, violation conflict with or infringement of the Company’s governing documents, (ii) constitute a breach or violation of or constitute result in a default under (with or without due notice or whether after the giving of notice, lapse of time or both) any Law, Order or other restriction of any Governmental Authority to which the Company or any of its assets or properties is subject, (iii) 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, under any material Contract contract or obligation to which the Company is a party or by which it or its assets are bound and which have not been waived, or any provision of the articles of incorporation or bylaws of the Company; (B) to the Company's knowledge, violate or result in a violation of, or constitute a default under, any provision of any material law, regulation or rule, or any order of, or any restriction imposed by, any court or governmental agency applicable to the Company; (C) require from the Company any notice to, declaration or filing with, or consent or approval of any governmental authority or third party other than as may be required (x) to secure an exemption from qualification of the offer and sale of the Shares under the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities and blue sky laws, or (y) under the HSR Act; or (D) accelerate any obligation under, or give rise to a right of termination of, any material agreement, permit, license or authorization to which the Company is bound a party or by which any of the Company’s assets, properties or business Company is bound or affected, (iv) result in the creation or imposition of any Encumbrance upon any of the Company’s assets or properties except for Encumbrances released at or prior to the Closing, or (v) require any consent, Permit, approval, license, certificate, covenant, waiver, authorization, novation or notice of or to any Person, including any Governmental Authority or any party to any material Contract, except for any such consent, Permit, approval, license, certificate, covenant, waiver, authorization, novation or notice that will have been obtained or made prior to the Closing and is listed on Section 3.1(b) of the Disclosure Schedulebound.

Authorization and Non-Contravention. The (i) All limited liability company action on the part of RGA necessary for the authorization, execution, delivery and performance of this Agreement and the Related Agreements to which the Company ishave been, or for any such Agreements to be entered into at the Closing Closing, will be, taken by RGA. Each Company Party and each Seller has the requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement, when duly executed and delivered in accordance with its terms, will constitute a valid and binding obligation of each Company Party party have been duly authorized hereto and each Seller, enforceable against each such Company Party and Seller in accordance with its terms, except as may be limited by all necessary limited liability company or other the Enforceability Exceptions. No corporation action on the part of either NFP is necessary for the Company. Without limiting the generality of the foregoingauthorization, the managers of the Company and Seller have each duly authorized the execution, delivery and performance of this Agreement and the Related Agreements. (ii) Except as set forth on Section 4.1(b) of the Disclosure Schedule, the execution, delivery and performance by each Related Agreement by the Company. This Company Party and each Seller of this Agreement and the Related Agreements to which each Company Party and each Seller is a party, and the Company isconsummation of the transactions contemplated hereby and thereby, do not and will not, as applicable: (A) conflict with or result in a violation or breach of, or at the Closing will bedefault under, a party each constitute the legal, valid and binding obligations any provision of the Companygoverning documents of any Company Party; (B) conflict with or result in a violation or breach of any provision of any Law or Order applicable to any Company Party; or (C) require the consent, enforceable in accordance with their respective termsnotice or other action by any Person under any Contract to which any Company Party is a party. Except as set forth on Section 3.1(b4.1(b) of the Disclosure ScheduleSchedule no consent, approval, Permit, Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Company Party in connection with the Company’s execution, delivery and performance of this Agreement and the Related Agreements to which and the Company is, or at the Closing will be, a party does not and will not (i) constitute a breach, violation or infringement consummation of the Company’s governing documents, (ii) constitute a breach or violation of or constitute a default under (with or without due notice or lapse of time or both) any Law, Order or other restriction of any Governmental Authority to which the Company or any of its assets or properties is subject, (iii) 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 Contract to which the Company is a party or by which it is bound or by which any of the Company’s assets, properties or business is bound or affected, (iv) result in the creation or imposition of any Encumbrance upon any of the Company’s assets or properties except for Encumbrances released at or prior to the Closing, or (v) require any consent, Permit, approval, license, certificate, covenant, waiver, authorization, novation or notice of or to any Person, including any Governmental Authority or any party to any material Contracttransactions contemplated hereby and thereby, except for where failure provide any such notice, make any such filing or obtain any such consent, approval, Permit, approvalOrder, licensedeclaration or filing with, certificateor notice, covenantor approval would not reasonably be expected to, waiverindividually or in the aggregate, authorization, novation or notice that will have been obtained or made prior be materially adverse to the Closing and is listed on Section 3.1(b) of the Disclosure ScheduleCompany Parties, taken as a whole.