Common use of Enforceability; Authority; No Conflict Clause in Contracts

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of the Purchaser enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer or similar laws affecting the enforcement of creditors’ rights generally and general principles of equity (whether considered in a proceeding at law or in equity). Upon the execution and delivery by the Purchaser of the Related Agreements to which it is a party, each of such Related Agreements will constitute the legal, valid and binding obligation of the Purchaser, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer or similar laws affecting the enforcement of creditors’ rights generally and general principles of equity (whether considered in a proceeding at law or in equity). The Purchaser has the requisite right, power and authority to execute and deliver this Agreement and each of the Related Agreements to which it is a party, and to perform its obligations and consummate the transactions contemplated hereby, and such action has been duly authorized by all necessary corporate action. (b) Except as set forth on Schedule 4.2(b), the execution, delivery and performance by the Purchaser of this Agreement or any of the Related Agreements to which it is a party, and the consummation of the transactions contemplated hereby, does not and will not: (i) violate any provision of the Governing Documents of the Purchaser or its Subsidiaries, or any resolution adopted by the board of directors or shareholders (or similar management group) of the Purchaser or its Subsidiaries; (ii) assuming the receipt of all approvals set forth in Schedules 3.2(c) and 4.2(c), violate or conflict with any provisions of any Legal Requirements or any Order to which the Purchaser or its Subsidiaries may be subject; or (iii) violate, conflict with, result in a breach of, constitute (with due notice or lapse of time or both) a default or cause any obligation, penalty or premium to arise or accrue under any Contract to which the Purchaser or any of its Subsidiaries is a party or by which any of them is bound or to which any of their respective properties or assets is subject, except, with respect to clauses (ii) and (iii) above, as would not constitute a Purchaser Material Adverse Effect. (c) Except as set forth in Schedule 4.2(c), and subject to the Seller Parties’ (i) representations and warranties in Section 3.19 being true and correct in all material respects, and (ii) compliance in all material respects with Section 7.1(a)(vi)(A), no material Consent, approval, authorization of, declaration, filing, or registration with, any Governmental Body (including any Governmental Authorization or Mandatory Governmental Approval), stockholder or other Person (whether a Third Party or otherwise) is required to be made or obtained by the Purchaser or any of its Subsidiaries in connection with the execution, delivery, and performance of this Agreement and the Related Agreements or the consummation of the transactions contemplated hereby and thereby.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of the Purchaser such Seller Party enforceable against it such Seller Party in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer or similar laws affecting the enforcement of creditors’ rights generally and general principles of equity (whether considered in a proceeding at law or in equity). Upon If and to the extent applicable, upon the execution and delivery by the Purchaser such Seller Party and any of its Subsidiaries of the Related Agreements to which it each is a party, each of such Related Agreements will constitute the legal, valid and binding obligation of the Purchasersuch Seller Party and such respective Subsidiaries, enforceable against it each in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer or similar laws affecting the enforcement of creditors’ rights generally and general principles of equity (whether considered in a proceeding at law or in equity). The Purchaser Such Seller Party and its Subsidiaries has the requisite right, power and authority to execute and deliver this Agreement and each of the Related Agreements to which it each is a party, and to perform its their obligations and consummate the transactions contemplated herebyhereby and thereby, and such action has been duly authorized by all necessary corporate action. No Default or Event of Default (as such terms are defined in the BNP Facility) has occurred or is continuing under the BNP Facility (other than as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby). (b) Except as set forth on Schedule 4.2(b), the The execution, delivery and performance by the Purchaser such Seller Party of this Agreement or the execution and delivery by such Seller Party or any of its Subsidiaries of any of the Related Agreements to which it each is a party, and the consummation of the transactions contemplated herebyhereby and thereby, does not and will not: (i) violate any provision of the such Seller Party’s or any of its respective Subsidiaries’ Governing Documents of the Purchaser or its SubsidiariesDocuments, or any resolution adopted by the its board of directors or shareholders (or similar management group) of the Purchaser or its Subsidiaries); (ii) assuming the receipt of all approvals set forth in Schedules 3.2(c) and 4.2(c), violate or conflict with any provisions of any Legal Requirements or any Order to which the Purchaser or such Seller Party, its Subsidiaries or the Transferred Assets may be subject; or (iii) violate, conflict with, result in a breach of, constitute (with due notice or lapse of time or both) a default or cause any obligation, penalty or premium (including any consideration, royalties or other amounts to any Third Party in excess of those amounts owed immediately prior to the Closing) to arise or accrue under any Contract to which the Purchaser a Transferred Company is a party, by which any Transferred Company is bound or to which a Transferred Company’s assets are subject, such Seller Party or any of its Subsidiaries is a party or by which it or any of them its Subsidiaries is bound or to which any of their such Seller Party’s or any of its Subsidiaries’ respective properties or assets assets, or the Transferred Assets, is subject; or (iv) result in the creation or imposition of any Encumbrance except Permitted Encumbrances upon any of the properties or assets of the Combined Business (including the Transferred Assets), including any non-compete, exclusivity obligation or other restriction on the operation of the Combined Business, except, with respect to clauses (ii), (iii) and (iiiiv) above, as would not constitute have and would not reasonably be expected to have a Purchaser Combined Business Material Adverse Effect. Without limiting the generality of the foregoing, each Seller Parent has waived any provision of the Partnership Agreement (including Section 16.3 thereof) that would restrict or be inconsistent with the transactions contemplated hereby. (c) Except as set forth in Schedule 4.2(c), and subject to the Seller Parties’ (i) representations and warranties in Section 3.19 being true and correct in all material respects, and (ii) compliance in all material respects with Section 7.1(a)(vi)(A3.2(c), no material Consent, approval, authorization of, declaration, filing, or registration with, any Governmental Body (including any Governmental Authorization or Mandatory Governmental Approval), stockholder or other Person (whether a Third Party or otherwise) is required to be made or obtained by the Purchaser such Seller Party or any of its Subsidiaries (including the Transferred Companies) in connection with the such Seller Party’s execution, delivery, and performance of this Agreement and, as applicable, such Seller’s or its Subsidiaries’, execution and delivery of the Related Agreements or the consummation of the transactions contemplated hereby and thereby, except any Consent, approval, authorization of, declaration, filing, or registration the failure of which to make or obtain would not reasonably be expected to have a material adverse effect on the ability of the Combined Business to conduct the Combined Core Businesses.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of the Purchaser CAG Parties and the LLCs enforceable against it each in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer or similar laws affecting the enforcement of creditors’ rights generally and general principles of equity (whether considered in a proceeding at law or in equity). Upon the execution and delivery by the Purchaser CAG Parties and the LLCs of the Related Agreements to which it each is a party, each of such Related Agreements will constitute the legal, valid and binding obligation of such CAG Parties and the PurchaserLLCs, enforceable against it each in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer or similar laws affecting the enforcement of creditors’ rights generally and general principles of equity (whether considered in a proceeding at law or in equity). The Purchaser Each of the CAG Parties and each of the LLCs has the requisite right, power and authority to execute and deliver this Agreement and each of the Related Agreements to which it each is a party, and to perform its obligations hereunder and thereunder and consummate the Contemplated Transactions and the transactions contemplated herebyunder the Related Agreements, and such action has been duly authorized by all necessary corporate or other entity action. (b) Except as set forth on Schedule 4.2(b), the The execution, delivery and performance by each CAG Party and the Purchaser LLCs of this Agreement or the execution and delivery any of the Related Agreements to which it each is a party, and the consummation of the Contemplated Transactions and the transactions contemplated herebyunder the Related Agreements, does not and will not: (i) except as set forth on Schedule 3.2(b), violate any provision of the Governing Documents its or any of the Purchaser or its SubsidiariesCTG Companies’ Governing Documents, or any resolution adopted by the its board of directors or shareholders (or similar management group) of the Purchaser or its Subsidiaries); (ii) assuming the receipt of all approvals set forth in Schedules 3.2(c) and 4.2(c), violate or conflict with any material provisions of any Legal Requirements or any Order to which it or any of the Purchaser or its Subsidiaries CTG Companies may be subject; or (iii) except as set forth on Schedule 3.2(b) (the “CAG Required Consents”), violate, conflict with, result in a material breach of, constitute (with due notice or lapse of time or both) a material default or cause any material obligation, penalty penalty, premium or premium other payment to arise or accrue under any CTG Business Material Contract to which the Purchaser it or any of its Subsidiaries the CTG Companies is a party or by which it or any of them the CTG Companies is bound or to which any of their its or the CTG Companies’ respective properties or assets is subject, except, with respect to clauses ; or (iiiv) result in the creation or imposition of any Encumbrance (except Permitted Encumbrances and (iiiany Encumbrances imposed directly or indirectly by Investor) above, as would not constitute a Purchaser Material Adverse Effectupon any of the properties or assets of the CTG Business. (c) Except as set forth in Schedule 4.2(c), and subject to the Seller Parties’ (i) representations and warranties in Section 3.19 being true and correct in all material respects, and (ii) compliance in all material respects with Section 7.1(a)(vi)(A3.2(c), no material Consentconsent, approval, authorization of, declaration, filing, or registration with, any Governmental Body (including or any Governmental Authorization or Mandatory Governmental Approval), stockholder or other Person (whether a Third Party or otherwise) is required to be made or obtained by any of the Purchaser CAG Parties, the LLCs or any of its Subsidiaries the CTG Companies in connection with the execution, delivery, and performance of this Agreement (excluding for this purpose Section 7.10(b)(ii)) or the execution and delivery of the Related Agreements or the consummation of the Contemplated Transactions or the transactions contemplated hereby and therebyunder the Related Agreements.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of the Purchaser Seller, enforceable against it Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance moratorium or transfer or other similar laws Legal Requirements affecting the enforcement of creditors’ rights generally and by general principles of equity (whether considered in a proceeding at law or in equity)the fact that specific performance or other equitable remedies are within the discretion of any court. Upon the execution and delivery by the Purchaser Seller, Parent, and Member of the Related Agreements each Transaction Document to which it is a partyparty by Seller, Parent, or the Member each of such Related Agreements Transaction Document will constitute the legal, valid and binding obligation of each of Seller, Parent, or the PurchaserMember, as the case may be, enforceable against it each of them in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance moratorium or transfer or other similar laws Legal Requirements affecting the enforcement of creditors’ rights generally and by general principles of equity (whether considered in a proceeding at law or in equity)the fact that specific performance or other equitable remedies are within the discretion of any court. The Purchaser Seller has the requisite absolute and unrestricted right, power and authority to execute and deliver this Agreement and each of the Related Agreements Transaction Documents to which it is a party, party and to perform its obligations under this Agreement and consummate the transactions contemplated herebysuch Transaction Documents, and such action has been duly authorized by all necessary corporate actionaction by Member and Seller’s board of managers. (b) Except as set forth on Schedule 4.2(b)in Part 3.2(b) of the Disclosure Schedule, neither the execution, execution and delivery and performance by the Purchaser of this Agreement nor the consummation or performance of any of the Related Agreements to which it is a partyContemplated Transactions will, and the consummation directly or indirectly (with or without notice or lapse of the transactions contemplated hereby, does not and will not: time): (i) violate Breach (A) any provision of any of the Governing Documents of the Purchaser or its Subsidiaries, or Seller (B) any resolution adopted by the board of directors managers or shareholders (or similar management group) of the Purchaser or its Subsidiaries; Seller; (ii) assuming Breach or give any Governmental Body or other Person the receipt right to challenge any of all approvals set forth in Schedules 3.2(c) and 4.2(c), violate the Contemplated Transactions or conflict with to exercise any provisions of remedy or obtain any relief under any Legal Requirements Requirement or any Order to which Seller or any of the Purchaser or its Subsidiaries Assets may be subject; or ; (iii) violatecontravene, conflict with, with or result in a violation or breach of any of the terms or requirements of, constitute (with due notice or lapse of time give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or both) a default or cause modify, any obligation, penalty or premium to arise or accrue under any Contract to which the Purchaser Governmental Authorization that is held by Seller or any of its Subsidiaries is a party or by which that otherwise relates to the Assets or to the business of Seller or any of them is bound its Subsidiaries; (iv) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to which accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Assumed Contract; or (v) result in the imposition or creation of their respective properties any Encumbrance upon or assets is subject, except, with respect to clauses any of the Assets, (ii) and (iii) above, as would not constitute a Purchaser Material Adverse Effectother than Encumbrances to be imposed in connection with Buyer’s financing of the Contemplated Transaction). (c) Except as set forth in Schedule 4.2(c)Part 3.2(c) of the Disclosure Schedule, and subject to the Seller Parties’ (i) representations and warranties in Section 3.19 being true and correct in all material respects, and (ii) compliance in all material respects with Section 7.1(a)(vi)(A), no material Consent, approval, authorization of, declaration, filing, or registration with, any Governmental Body (including any Governmental Authorization or Mandatory Governmental Approval), stockholder or other Person (whether a Third Party or otherwise) is not required to be made give any notice to or obtained by the Purchaser or obtain any of its Subsidiaries Consent from any Person in connection with the execution, delivery, execution and performance delivery of this Agreement and the Related Agreements or the consummation or performance of any of the transactions contemplated hereby and therebyContemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of the Purchaser Sempra Parties enforceable against it each in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer or similar laws affecting the enforcement of creditors’ rights generally and general principles of equity (whether considered in a proceeding at law or in equity). Upon the execution and delivery by the Purchaser Sempra Parties of the Related Agreements to which it each is a party, each of such Related Agreements will constitute the legal, valid and binding obligation of the Purchasersuch Sempra Parties, enforceable against it each in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer or similar laws affecting the enforcement of creditors’ rights generally and general principles of equity (whether considered in a proceeding at law or in equity). The Purchaser Each of the Sempra Parties has the requisite right, power and authority to execute and deliver this Agreement and each of the Related Agreements to which it each is a party, and to perform its their obligations and consummate the transactions contemplated herebyContemplated Transactions, and such action has been duly authorized by all necessary corporate action. (b) Except as set forth on Schedule 4.2(b), the The execution, delivery and performance (excluding for this purpose Section 7.12(b)(ii)) by the Purchaser each Sempra Party of this Agreement or the execution and delivery any of the Related Agreements to which it each is a party, and the consummation of the transactions contemplated herebyContemplated Transactions, does not and will not: (i) violate any provision of the Governing Documents its or any of the Purchaser or its SubsidiariesSET Companies’ Governing Documents, or any resolution adopted by the its board of directors or shareholders (or similar management group) of the Purchaser or its Subsidiaries); (ii) assuming the receipt of all approvals set forth in Schedules 3.2(c) and 4.2(c), violate or conflict with any material provisions of any Legal Requirements or any Order to which it or any of the Purchaser or its Subsidiaries SET Companies may be subject; or (iii) except as set forth on Schedule 3.2(b), violate, conflict with, result in a material breach of, constitute (with due notice or lapse of time or both) a material default or cause any material obligation, penalty or premium to arise or accrue under any material Contract to which the Purchaser it or any of its Subsidiaries the SET Companies is a party or by which it or any of them the SET Companies is bound or to which any of their its or the SET Companies’ respective properties or assets is subject, except, with respect to clauses ; or (iiiv) and (iii) above, as would not constitute a Purchaser Material Adverse Effectresult in the creation or imposition of any Encumbrance except Permitted Encumbrances upon any of the properties or assets of the SET Companies. (c) Except as set forth in Schedule 4.2(c), and subject to the Seller Parties’ (i) representations and warranties in Section 3.19 being true and correct in all material respects, and (ii) compliance in all material respects with Section 7.1(a)(vi)(A3.2(c), no material Consentconsent, approval, authorization of, declaration, filing, or registration with, any Governmental Body (including any Governmental Authorization or Mandatory Governmental Approval), stockholder or other Person (whether a Third Party or otherwise) is required to be made or obtained by the Purchaser any Sempra Party or any of its Subsidiaries the SET Companies in connection with the execution, delivery, and performance of this Agreement (excluding for this purpose Section 7.12(b)(ii)) or the execution and delivery of the Related Agreements or the consummation of the transactions contemplated hereby and therebyContemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement and the Amendments constitutes the legal, valid and binding obligation obligations of the Purchaser Ramius, enforceable against it Ramius in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer or similar laws affecting the enforcement of creditors’ rights generally and general principles of equity (whether considered in a proceeding at law or in equity). Upon the execution and delivery by the Purchaser Ramius of the Related other Ancillary Agreements to which it is a party, each of such Related Agreements agreements will constitute the legal, valid and binding obligation of the PurchaserRamius, enforceable against it Ramius in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer or similar laws affecting the enforcement of creditors’ rights generally and general principles of equity (whether considered in a proceeding at law or in equity). The Purchaser Ramius has the requisite right, power and authority to execute and deliver this Agreement and each of the Related Ancillary Agreements executed (or to be executed thereby) to which it is a party, and to perform its obligations under this Agreement and consummate the transactions contemplated herebysuch Ancillary Agreements, and such action has been duly authorized by all necessary corporate limited liability company action. (b) Except as set forth on Schedule 4.2(b), Neither the execution, execution and delivery and performance by the Purchaser of this Agreement or the applicable Ancillary Agreements by Ramius nor the consummation or performance of any of the Related this Agreement or such applicable Ancillary Agreements to which it is a partywill, and the consummation directly or indirectly (with or without notice or lapse of the transactions contemplated hereby, does not and will not: time): (i) violate Breach any provision of any of the Governing Documents of the Purchaser or its Subsidiaries, or any resolution adopted by the board of directors or shareholders (or similar management group) of the Purchaser or its Subsidiaries; Ramius; (ii) assuming the receipt of all approvals set forth in Schedules 3.2(c) and 4.2(c), violate or conflict with Breach any provisions of any Legal Requirements Law or any Order to which the Purchaser or its Subsidiaries Ramius may be subject; or or (iii) violatecontravene, conflict with, with or result in a breach of, constitute (with due notice violation or lapse Breach of time or both) a default or cause any obligation, penalty or premium to arise or accrue under any Contract to which the Purchaser or any of its Subsidiaries is a party the terms or by which any requirements of them is bound or to which any of their respective properties or assets is subject, except, with respect to clauses (ii) and (iii) above, as would not constitute a Purchaser Material Adverse Effect. (c) Except as set forth in Schedule 4.2(c), and subject to the Seller Parties’ (i) representations and warranties in Section 3.19 being true and correct in all material respects, and (ii) compliance in all material respects with Section 7.1(a)(vi)(A), no material Consent, approval, authorization of, declaration, filing, or registration with, any Governmental Body (including any Governmental Authorization or Mandatory Governmental Approval), stockholder or other Person (whether a Third Party or otherwise) is required applicable to be made or obtained by the Purchaser or any of its Subsidiaries in connection with the execution, delivery, and performance of this Agreement and the Related Agreements or the consummation of the transactions contemplated hereby and therebyRamius.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of the Purchaser each Buyer Party enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer or similar laws affecting the enforcement of creditors’ rights generally and general principles of equity (whether considered in a proceeding at law or in equity). Upon the execution and delivery by the Purchaser each Buyer Party of the Related Agreements to which it is a party, each of such Related Agreements will constitute the legal, valid and binding obligation of the Purchasereach Buyer Party, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer or similar laws affecting the enforcement of creditors’ rights generally and general principles of equity (whether considered in a proceeding at law or in equity). The Purchaser Each Buyer Party has the requisite right, power and authority to execute and deliver this Agreement and each of the Related Agreements to which it is a party, and to perform its obligations and consummate the Contemplated Transactions and the transactions contemplated herebyunder the Related Agreements, and such action has been duly authorized by all necessary corporate (or other entity) action. (b) Except as set forth on Schedule 4.2(b) (such actions listed on Schedule 4.2(b), the "Investor Required Consents"), the execution, delivery and performance by the Purchaser each Buyer Party of this Agreement (excluding, for this purpose, Section 7.10(b)(ii)) or any of the Related Agreements to which it is a party, and the consummation of the Contemplated Transactions and the transactions contemplated herebyunder the Related Agreements, does not and will not: (i) violate any provision of the Governing Documents of the Purchaser or its Subsidiariessuch Buyer Party, or any resolution adopted by the board of directors or shareholders (or similar management group) of the Purchaser or its Subsidiariessuch Buyer Party; (ii) assuming the receipt of all approvals set forth in Schedules 3.2(c) and 4.2(c), violate or conflict with any material provisions of any Legal Requirements or any Order to which the Purchaser or its Subsidiaries such Buyer Party may be subject; or (iii) violate, conflict with, result in a material breach of, constitute (with due notice or lapse of time or both) a material default or cause any material obligation, penalty or premium to arise or accrue under any Contract to which the Purchaser or any of its Subsidiaries such Buyer Party is a party or by which any of them it is bound or to which any of their respective its properties or assets is subject, except, . Each Buyer Party has all necessary limited liability company authorizations and approvals necessary in connection with respect to clauses (ii) and (iii) above, as would not constitute a Purchaser Material Adverse Effectthis Agreement or the Related Agreements or the consummation of the Contemplated Transactions or the transactions contemplated under the Related Agreements. (c) Except as set forth in Schedule 4.2(c), and subject to the Seller Parties’ (i) representations and warranties in Section 3.19 being true and correct in all material respects, and (ii) compliance in all material respects with Section 7.1(a)(vi)(A), no material Consentconsent, approval, authorization of, declaration, filing, or registration with, any Governmental Body (including any Governmental Authorization or Mandatory Governmental Approval), stockholder or other Person (whether a Third Party or otherwise) is required to be made or obtained by the Purchaser or any of its Subsidiaries each Buyer Party in connection with the execution, delivery, and performance of this Agreement and (excluding, for this purpose, Section 7.10(b)(ii)) or the Related Agreements or the consummation of the transactions contemplated hereby and therebyContemplated Transactions, including the conduct of the CTG Business.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of the Purchaser such Seller Party enforceable against it such Seller Party in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer or similar laws affecting the enforcement of creditors’ rights generally and general principles of equity (whether considered in a proceeding at law or in equity). Upon If and to the extent applicable, upon the execution and delivery by the Purchaser such Seller Party and any of its Subsidiaries of the Related Agreements to which it each is a party, each of such Related Agreements will constitute the legal, valid and binding obligation of the Purchasersuch Seller Party and such respective Subsidiaries, enforceable against it each in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer or similar laws affecting the enforcement of creditors’ rights generally and general principles of equity (whether considered in a proceeding at law or in equity). The Purchaser Each such Seller Party and such of its Subsidiaries has the requisite right, power and authority to execute and deliver this Agreement and each of the Related Agreements to which it each is a party, and to perform its their obligations and consummate the transactions contemplated herebyhereby and thereby, and such action has been duly authorized by all necessary corporate action. (b) Except as set forth on Schedule 4.2(b), the The execution, delivery and performance by the Purchaser such Seller Party of this Agreement or the execution and delivery by such Seller Party or any of its Subsidiaries of any of the Related Agreements to which it each is a party, and the consummation of the transactions contemplated herebyhereby and thereby, does not and will not: (i) violate any provision of the such Seller Party’s or any of such Subsidiaries’ Governing Documents of the Purchaser or its SubsidiariesDocuments, or any resolution adopted by the its board of directors or shareholders (or similar management group) of the Purchaser or its Subsidiaries); (ii) assuming the receipt of all approvals set forth in Schedules 3.2(c) and 4.2(c), violate or conflict with any provisions of any Legal Requirements or any Order to which the Purchaser such Seller Party or its Subsidiaries may be subject; or (iii) violate, conflict with, result in a breach ofof or loss of any benefit under, constitute (with due notice or lapse of time or both) a default or cause any obligation, penalty or premium (including any consideration, royalties or other amounts to any Third Party in excess of those amounts owed immediately prior to the Closing) to arise or accrue under any Contract to which the Purchaser Company is a party, by which the Company is bound or to which the Company’s assets are subject, such Seller Party or any of its Subsidiaries is a party or by which it or any of them its Subsidiaries is bound or to which any of their such Seller Party’s or any of its Subsidiaries’ respective properties or assets is subject; or (iv) result in the creation or imposition of any Encumbrance except Permitted Encumbrances upon any of the properties or assets of the Company, including any non-compete, exclusivity obligation or other restriction on the operation of the Business, except, with respect to clauses (iiiii) and (iiiiv) above, as would not constitute have and would not reasonably be expected to have a Purchaser Company Material Adverse Effect. Without limiting the generality of the foregoing, each Seller Parent has waived any provision of the Partnership Agreement (including Section 16.3 thereof) that would restrict or be inconsistent with the transactions contemplated hereby. (c) Except as set forth in Schedule 4.2(c), and subject to the Seller Parties’ (i) representations and warranties in Section 3.19 being true and correct in all material respects, and (ii) compliance in all material respects with Section 7.1(a)(vi)(A3.2(c), no material Consent, approval, authorization of, declaration, filing, or registration with, any Governmental Body (including any Governmental Authorization or Mandatory Governmental ApprovalAuthorization), stockholder or other Person (whether a Third Party or otherwise) is required to be made or obtained by the Purchaser such Seller Party or any of its Subsidiaries (including the Company) in connection with the such Seller Party’s execution, delivery, delivery and performance of this Agreement and, as applicable, such Seller Party’s or such Subsidiaries’, execution and delivery of the Related Agreements or the consummation of the transactions contemplated hereby and thereby.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes and the Amendments constitute the legal, valid and binding obligation obligations of the Purchaser UniCredit Parties that are parties thereto, enforceable against it each of them in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer or similar laws affecting the enforcement of creditors’ rights generally and general principles of equity (whether considered in a proceeding at law or in equity). Upon the execution and delivery by the Purchaser applicable UniCredit Parties of the Related other Ancillary Agreements to which it is a party, each of such Related Agreements agreements so executed thereby will constitute the legal, valid and binding obligation of the Purchasersuch UniCredit Party, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer or similar laws affecting the enforcement of creditors’ rights generally and general principles of equity (whether considered in a proceeding at law or in equity). The Purchaser Each of the UniCredit Parties has the requisite right, power and authority to execute and deliver this Agreement and each of the Related Ancillary Agreements executed (or to be executed thereby) to which it is a party, and to perform its obligations under this Agreement and consummate the transactions contemplated herebysuch Ancillary Agreements, and such action has been duly authorized by all necessary corporate or limited liability company action. (b) Except as set forth on Schedule 4.2(b), Neither the execution, execution and delivery and performance by the Purchaser of this Agreement or the applicable Ancillary Agreements by the UniCredit Parties nor the consummation or performance of any of the Related this Agreement or such Ancillary Agreements to which it is a partyby any of them will, and the consummation directly or indirectly (with or without notice or lapse of the transactions contemplated hereby, does not and will not: time): (i) violate Breach any provision of any of the Governing Documents of the Purchaser UniCredit Party executing or its Subsidiaries, or any resolution adopted by the board of directors or shareholders (or similar management group) of the Purchaser or its Subsidiaries; delivering such agreement; (ii) assuming the receipt of all approvals set forth in Schedules 3.2(c) and 4.2(c), violate or conflict with Breach any provisions of any Legal Requirements Law or any Order to which the Purchaser UniCredit Party executing or its Subsidiaries delivering such agreement may be subject; or or (iii) violatecontravene, conflict with, with or result in a breach of, constitute (with due notice violation or lapse Breach of time or both) a default or cause any obligation, penalty or premium to arise or accrue under any Contract to which the Purchaser or any of its Subsidiaries is a party the terms or by which any requirements of them is bound or to which any of their respective properties or assets is subject, except, with respect to clauses (ii) and (iii) above, as would not constitute a Purchaser Material Adverse Effect. (c) Except as set forth in Schedule 4.2(c), and subject to the Seller Parties’ (i) representations and warranties in Section 3.19 being true and correct in all material respects, and (ii) compliance in all material respects with Section 7.1(a)(vi)(A), no material Consent, approval, authorization of, declaration, filing, or registration with, any Governmental Body (including any Governmental Authorization applicable to the UniCredit Party executing or Mandatory Governmental Approval), stockholder or other Person (whether a Third Party or otherwise) is required to be made or obtained by the Purchaser or any of its Subsidiaries in connection with the execution, delivery, and performance of this Agreement and the Related Agreements or the consummation of the transactions contemplated hereby and therebydelivering such agreement.