Common use of No Conflict Clause in Contracts

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a whole.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier such Shareholder, nor the consummation performance by Premier such Shareholder of the transactions contemplated hereby or therebyits obligations hereunder will, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with require any consent, approval, authorization or results in permit of, registration, declaration or filing (except for such filings as may be required under the federal securities laws or as would not reasonably be expected to prevent, materially delay or otherwise materially impair such Shareholder’s ability to perform its obligations hereunder) with, or notification to, any breach of the Articles of Incorporation or bylaws of Premiergovernmental entity, (ii) contravenesif such Shareholder is an entity, conflicts with or would constitute result in a violation of of, or default under, or conflict with any provision of any lawits certificate of incorporation, regulationbylaws, judgmentpartnership agreement, injunctionlimited liability company agreement or similar organizational documents, order or decree binding upon Premier, or (iii) constitutes result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under (or gives give rise to any right of termination, cancellation cancellation, or acceleration acceleration) under any contract, trust, agreement, instrument, commitment, arrangement or understanding applicable to such Shareholder or such Shareholder’s Subject Shares, or result in the creation of any right a security interest, lien, charge, encumbrance, equity or obligation of Premier or claim with respect to any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiariessuch Shareholder’s Subject Shares, except, in the case of clauses (ii) and clause (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that as would not have reasonably be expected to prevent, materially delay or otherwise materially impair such Shareholder’s ability to perform its obligations hereunder, (iv) require any consent, authorization or approval of any Person other than a material adverse effect on Premier governmental entity, except, in the case of clause (iv), as would not reasonably be expected to prevent, materially delay or otherwise materially impair such Shareholder’s ability to perform its obligations hereunder or (v) violate or conflict with any order, writ, injunction, decree, rule, regulation or law applicable to such Shareholder or such Shareholder’s Subject Shares. If such Shareholder is a married individual and such Shareholder’s Subject Shares constitute community property or otherwise need spousal approval in order for this Agreement to be a legal, valid and binding obligation of such Shareholder, this Agreement has been duly authorized, executed and delivered by, and constitutes a legal, valid and binding obligation of, such Shareholder’s spouse, enforceable against such spouse in accordance with its Subsidiaries taken terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is considered in a wholeproceeding in equity or at law).

No Conflict. Other than the filing of a Form 4 The execution, delivery and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution performance of this Purchase Agreement or the Registration Rights Agreement by Premier the Borrower, the compliance by the Borrower with all the provisions hereof and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby (a) will not require any consent, approval, authorisation or other order of any court, regulatory body, administrative agency or other governmental body (except as such may be required under the securities or Blue Sky laws of the various states of the United States or any securities laws of any jurisdiction other than Russia, Luxembourg, the United Kingdom and thereby. Neither the execution Federal law of the United States) except for such consents, approvals, authorisations or other orders as have been obtained and delivery of this Purchase Agreement which are in full force and effect or as may only be obtained after the Registration Rights Agreement by Premier nor the consummation by Premier closing of the transactions contemplated hereby or thereby, nor compliance by Premier (b) will not conflict with or constitute a breach of any of the terms or provisions hereof of, or thereof (i) conflicts with or results in any breach a default under, the charter of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier Borrower or any of its the Borrower’s Significant Subsidiaries that holds a Material Mobile Licence, (c) will not conflict with or to constitute a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision breach of any agreement, contract indenture or other instrument binding on Premier to which the Borrower or any of its the Significant Subsidiaries is a party or by which the Borrower, any of the Significant Subsidiaries or their respective property or assets is bound, and (d) will not violate or conflict with any licenselaws, franchiseadministrative regulations or rulings or court decrees applicable to the Borrower, permit or other similar authorization held by Premier or any of its Subsidiariesthe Significant Subsidiaries or their respective property, except, except in the case of clauses (iic) and (iiid), for any such contravention, conflict, violation, default, termination, cancellation, acceleration breach or loss that violation which would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeMaterial Adverse Effect.

No Conflict. Other than (a) Subject to receipt of the filing of a Form 4 consents and an amendment ----------- approvals referred to Premier's report on Schedule 13D under in the Exchange Actfollowing sentence, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for neither the execution and delivery of this Purchase Agreement by the Fund nor the consummation of the Merger or the other transactions contemplated hereby will, directly or indirectly (with or without notice or lapse of time): (i) conflict with the Partnership Agreement or the Registration Rights Agreement by Premier and the consummation by Premier certificate of formation of the transactions contemplated hereby and therebyFund, (ii) conflict with any legal requirement or order of any court or governmental authority to which the Fund is subject, (iii) breach any provision of any material contract to which the Fund is a party, except for in the case of the foregoing (ii) or (iii) to the extent such filings the failure of which to be madeconflict or breach would not, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premierthe Fund or its ability to consummate the Merger or the other transactions contemplated hereby. Except for the approval of the Fund GP (which approval has already been obtained), the Fund is not and its Subsidiaries, taken as a whole, will not be required to obtain any consent or to prevent approval from any person in connection with the execution and delivery of this Agreement or materially delay the consummation of the Merger and the other transactions contemplated hereby. (b) Neither the execution and delivery of this Agreement by the Fund GP nor the consummation of the transactions contemplated hereby will, directly or indirectly (with or without notice or lapse of time): (i) conflict with the Fund GP’s organizational documents, (ii) conflict with any legal requirement or order of any court or governmental authority to which the Fund GP is subject, (iii) breach any provision of any material contract to which the Fund GP is a party, except in the case of the foregoing (ii) or (iii) to the extent such conflict or breach would not, individually or in the aggregate, have a material adverse effect on the Fund GP’s ability to consummate the transactions contemplated hereby. The Fund is not and thereby. Neither will not be required to obtain any consent or approval from any person in connection with the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholethis Agreement.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange ActThe execution, delivery, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement performance by Premier and the consummation by Premier Loan Parties of the transactions contemplated hereby Loan Documents to which they are parties and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby by the Loan Documents do not and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof will not (ia) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of violate any provision of any law, regulation, judgment, injunction, order law or decree binding upon Premierany governmental rule, or (iii) constitutes a default under or gives rise regulation applicable to any right of termination, cancellation or acceleration of any right or obligation of Premier Loan Party or any of its Subsidiaries (excluding the Excluded Entities), or to a loss any order, judgment, or decree of any benefit to which Premier court or other agency of government binding on any Loan Party or any of its Subsidiaries is entitled (excluding the Excluded Entities), (b) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any provision Contractual Obligation of any agreement, contract or other instrument binding on Premier Loan Party or any of its Subsidiaries (other than the Excluded Entities), (c) result in or require the creation or imposition of any license, franchise, permit Lien upon any of the properties or other similar authorization held by Premier assets of any Loan Party or any of its SubsidiariesSubsidiaries (excluding the Excluded Entities) (other than any Liens created under any of the Loan Documents in favor of Collateral Agent, on behalf of Secured Parties), (d) result in any default, non-compliance, suspension, revocation, impairment, forfeiture, or non-renewal of any permit, license, authorization, or approval applicable to its operations or any of its properties, (e) require any approval of stockholders, members, or partners or any approval or consent of any Person under any Contractual Obligation of any Loan Party or any of its Subsidiaries (excluding the Excluded Entities), except for such approvals or consents which will be obtained on or before the Closing Date and disclosed in writing to Lenders, or (f) violate any provision of any of the Organizational Documents of any Loan Party or any of its Subsidiaries (excluding the Excluded Entities), except, in the case of the preceding clauses (iia), (b), (d) and (iiie), for any such contraventionviolation, conflict, violationbreach, default, terminationcreation, cancellationimposition, acceleration non-compliance, suspension, revocation, impairment, forfeiture, non-renewal, or loss requirement, in each case, that would could not reasonably be expected, either individually or in the aggregate, to have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeMaterial Adverse Effect.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for (a) Neither the execution and delivery by the Borrower of this Purchase Agreement or the Registration Rights Agreement by Premier and Loan Documents to which the Borrower is a party, nor the consummation by Premier of the transactions contemplated hereby herein or therein contemplated, nor compliance with the terms and therebyprovisions hereof or thereof by the Borrower will (i) conflict with, except for such filings constitute a default under or result in any breach of (A) the failure terms and conditions of the certificate of incorporation, by-laws or other organizational documents of the Borrower or (B) any Law or any agreement or instrument or order, writ, judgment, injunction or decree to which the Borrower is a party or by which it is bound or to be madewhich it is subject, individually which conflict, default or breach would cause a Material Adverse Change, or (ii) result in the aggregatecreation or enforcement of any Lien upon any property (now or hereafter acquired) of the Borrower (other than the Permitted Liens). (b) Neither the execution and delivery by a Subsidiary Guarantor of a Subsidiary Guaranty to which such Subsidiary Guarantor is a party, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay nor the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of by this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or therebyother Loan Documents, nor compliance by Premier with any of the terms and provisions hereof or thereof by such Subsidiary Guarantor will (i) conflicts with conflict with, constitute a default under or results result in any breach of (A) the Articles terms and conditions of Incorporation the articles of incorporation, by-laws or bylaws other organizational documents of Premiersuch Subsidiary or (B) any Law or any agreement or instrument or order, writ, judgment, injunction or decree to which such Subsidiary is a party or by which it is bound or to which it is subject, which conflict, default or breach would cause a Material Adverse Change, or (ii) contravenes, conflicts with result in the creation or would constitute a violation enforcement of any provision Lien upon any property (now or hereafter acquired) of any law, regulation, judgment, injunction, order or decree binding upon Premier, or such Subsidiary (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in than the case of clauses (ii) and (iiiPermitted Liens), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a whole.

No Conflict. Other than Subject to the filing entry of a Form 4 the Court Orders and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Actexpiration, or waiver by the Bankruptcy Court, of the 10-day period set forth in Bankruptcy Rules 6004(h) and no filing with3020(e), as applicable, the distribution of the Rights, the sale, issuance and no permit, authorization, consent or approval of, any Governmental Authority is necessary for delivery of the execution Shares upon exercise of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation of the Rights Offering by Premier the Company and the execution and delivery (or, with respect to the Amended Plan, the filing) by the Company of this Agreement and the Amended Plan and compliance by the Company with all of the provisions hereof and thereof and the consummation of the transactions contemplated hereby herein and therebytherein (including compliance by the Investor with its obligations hereunder and thereunder) (i) will not conflict with or result in a breach or violation of, any of the terms or provisions of, or constitute a default under (with or without notice or lapse of time, or both), or result, except for to the extent provided in or contemplated by the Amended Plan, in the acceleration of, or the creation of any lien under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries is subject, (ii) will not result in any violation of the provisions of the Certificate of Incorporation or Bylaws of the Company included in the Amended Plan and as applicable to the Company from and after the Effective Date and (iii) will not result in any violation of, or any termination or material impairment of any rights under, any statute or any license, authorization, injunction, judgment, order, decree, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its Subsidiaries or any of their properties, except in any such filings the failure of which case described in subclause (i) or (iii) as will not have or could not reasonably be expected to be madehave, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, Material Adverse Effect and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with except in any of the provisions hereof or thereof such case described in subclause (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any (w) the registration under the Securities Act of 1933 and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”) of resales of the Shares following exercise of Rights, (x) the approval by the Bankruptcy Court of the Company’s authority to enter into and implement this Agreement, (y) filings with respect to and the expiration or termination of the waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Act (the “HSR Act”) relating to the placement of Shares with the Investor and (z) such contraventionconsents, conflictapprovals, violationauthorizations, default, termination, cancellation, acceleration registrations or loss that would not have a material adverse effect on Premier qualifications as may be required under state securities or any Blue Sky laws in connection with the purchase of its Subsidiaries taken as a wholethe Shares by the Investor.

No Conflict. Other than Subject to obtaining the filing HSR Approval (if required) and the approval of a Form 4 the Bankruptcy Court and an amendment ----------- to Premier's report on Schedule 13D the State of New Jersey under the Exchange ActIndustrial Site Recovery Act (if required), and no filing withassuming that all consents, approvals, authorizations and other actions described in Section 3.03 have been obtained, all filings and notifications listed in Section 3.03 of the Sellers’ Disclosure Schedule have been made, and no permitany applicable waiting period has expired or been terminated, authorizationand except as may result from any facts or circumstances relating solely to the Purchaser, consent or approval ofthe execution, any Governmental Authority is necessary for the execution delivery and performance of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation Ancillary Agreements by Premier of the transactions contemplated hereby Sellers and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated Transactions hereby and thereby. Neither the execution thereby do not and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier will not, except as set forth in Section 3.02 of the transactions contemplated hereby Sellers’ Disclosure Schedule: (a) violate, conflict with or therebyresult in the breach of the certificate of incorporation, nor compliance by Premier with articles of incorporation, bylaws, certificate of formation, operating agreement, limited liability company agreement or similar formation or organizational documents of any of the provisions hereof or thereof Sellers; (ib) conflicts conflict with or results violate any Law or Order applicable to any of the Sellers or any of the Purchased Assets or Assumed Liabilities; (c) violate, conflict with, result in any breach of the Articles of Incorporation or bylaws of Premierof, (ii) contravenes, conflicts with or would constitute a violation default (or event which with the giving of any provision notice or lapse of any law, regulation, judgment, injunction, order or decree binding upon Premiertime, or (iiiboth, would become a default) constitutes a default under under, or gives rise to require any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled consent under any provision of any note, bond, mortgage or indenture, Contract, agreement, contract lease, sublease, license, permit, franchise or other instrument binding on Premier or arrangement to which any of its Subsidiaries the Sellers is a party, or result in the creation of any license, franchise, permit or Lien (other similar authorization held by Premier or than Permitted Liens) on any of its Subsidiariesthe Purchased Assets, except to the extent that any such rights and such Liens are not enforceable (before or after consummation of the Transactions) due to operation of the Bankruptcy Code and except, in the case of clauses (iib) and (iiic), for any such contravention, conflict, violation, default, termination, cancellation, acceleration breach or loss default that would not have reasonably be expected to have, individually or in the aggregate, a material adverse effect on Premier or any of its Subsidiaries taken as a wholeMaterial Adverse Effect.

No Conflict. Other than The execution and delivery of the filing Separation Agreements required to be listed in Section 3.21(a) of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange ActParent Disclosure Letter by Parent does not, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution performance of this Purchase Agreement or the Registration Rights Agreement such Separation Agreements by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, Parent and its Subsidiaries, taken as a whole, or to prevent or materially delay Subsidiaries and the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement thereby by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof Parent will not: (i) conflicts conflict with or results in violate the Parent Charter Documents or the Subsidiary Charter Documents of any breach Subsidiary of the Articles of Incorporation or bylaws of PremierParent, (ii) contravenes, conflicts conflict with or would constitute a violation of violate any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise material Legal Requirement applicable to any right of termination, cancellation or acceleration of any right or obligation of Premier Parent or any of its Subsidiaries or to a loss of any benefit to by which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier Parent or any of its Subsidiaries or any licenseof their respective material properties is bound or affected, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii)) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, for or materially impair the rights of Parent or its Subsidiaries (after giving effect to the Parent Merger and the transactions contemplated by the Separation Agreements) or materially alter the rights or obligations of any such contraventionthird party under, conflict, violation, default, or give to others any rights of termination, cancellationamendment, acceleration or loss that would not have cancellation of, or result in the creation of a material adverse effect Lien on Premier any of the material properties or assets of Parent or any of its Subsidiaries taken (after giving effect to the Parent Merger and the transactions contemplated by the Separation Agreements) pursuant to, any Parent Contract, except as would not reasonably be expected to be material to Parent. Section 3.21(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of the Contracts of Parent or any of its Subsidiaries required to be obtained in connection with the consummation of the transactions contemplated by the Separation Agreements, which, if individually or in the aggregate are not obtained, would result in a wholematerial loss of benefits to the Surviving Corporation in the Parent Merger (after giving effect to the Parent Merger and the transactions contemplated by the Separation Agreements) or would prevent or materially impair the consummation of the transactions contemplated by the Parent Merger or the Separation Agreements.

No Conflict. Other than (a) None of the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange ActSellers is in default under, and no filing withthe execution, delivery and no permit, authorization, consent or approval of, performance by any Governmental Authority is necessary for the execution Seller of this Purchase Agreement or the Registration Rights Agreement by Premier and each other Transaction Document to which it is a party and the consummation by Premier of the transactions contemplated hereby and therebythereby do not and will not conflict with or result in any, violation of or default under any provision of (i) any Organizational Documents of such Seller, (ii) any Legal Requirement or any Order or (iii) any Contract to which any Seller is a party or by which it or any of the Purchased Assets is bound, except for such filings the failure of which to be made, individually or in the aggregatecase of this clause (iii) where any such conflict, violation or default has not had and could not reasonably be expected to have a material adverse effect Material Adverse Effect on Premierthe Purchased Assets. The execution, delivery and its Subsidiaries, taken as a whole, or to prevent or materially delay performance of this Agreement and each other Transaction Document and the consummation of the transactions contemplated hereby and thereby. Neither thereby will not result in any such violation or be in conflict with or constitute, with or without the execution and delivery passage of this Purchase Agreement time or giving of notice, a default under any such provision or an event which results in the Registration Rights Agreement by Premier nor the consummation by Premier creation of the transactions contemplated hereby or thereby, nor compliance by Premier with any Encumbrance upon any of the provisions hereof or thereof Purchased Assets (iexcept an Encumbrance created in favor of a Seller by a Transaction Document) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries Seller or to a loss of any benefit to which Premier or any of its Subsidiaries Seller is entitled under any provision of any agreementContract binding upon any Seller or any of the Purchased Assets, contract except as provided under the Transaction Documents. (b) Except as set forth in Section 3.3(b) of the Disclosure Schedule, none of the Sellers is or other instrument binding on Premier will be required to give any notice to or make any filing with or obtain any Consent under any Contract to which it is a party or by which it, any of its Assets or any of its Subsidiaries employees or any licenseindependent contractors is bound in connection with the execution and delivery of this Agreement or the other Transaction Documents or the consummation of the transactions contemplated hereby or thereby, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in except where the case of clauses (ii) failure to do so has not had and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would could not reasonably be expected to have a material adverse effect Material Adverse Effect on Premier or any of its Subsidiaries taken as a wholethe Purchased Assets.

No Conflict. Other than Subject to the filing receipt of a Form 4 the Consents described in Section 6.05 and an amendment ----------- to Premier's report on Schedule 13D under assuming the Exchange Actaccuracy of the representations and warranties of Starwood and Vistana set forth in Article IV and Article V, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery by each of ILG and Merger Sub of this Purchase Agreement and the Transaction Documents to which it is or will be a party at the Registration Rights Agreement by Premier Effective Time and the consummation by Premier ILG and Merger Sub of the transactions contemplated hereby and therebythereby (for the avoidance of doubt, except for such filings including performance of the failure Transaction Documents following the Closing by ILG and the ILG Subsidiaries including the Vistana Entities) do not and will not, as of which to be madethe Effective Time, individually (a) violate any provision of, or result in the aggregatematerial breach of, could not reasonably be expected any Law applicable to have a material adverse effect on Premier, ILG and its Subsidiaries, taken as a whole, the ILG Subsidiaries or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with which any of the provisions hereof or thereof its assets is bound; (ib) conflicts conflict with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of the Organizational Documents of ILG, Merger Sub and the ILG Subsidiaries; or (c) violate any law, regulation, judgment, injunction, order provision of or decree binding upon Premierresult in a breach of, or (iii) constitutes require a default under consent under, or gives rise to any right of terminate or result in the termination, cancellation creation, modification or acceleration of any right obligation under, or obligation of Premier result in the loss, reduction or any of its Subsidiaries or to a loss delay of any benefit or payment obligation under, or give rise to any increased, additional or accelerated rights of any other party under, or create any restriction on the conduct of the businesses of ILG and the ILG Subsidiaries pursuant to (i) any ILG Material Contract or (ii) any Contract involving, related to or affecting the grant of any right in any material Intellectual Property pursuant to which Premier or any of its ILG and the ILG Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiariesconduct their respective businesses, except, in the case of clauses (iia) and (iiic)(i), for any such contraventionas would not, conflictindividually or in the aggregate, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholean ILG Material Adverse Effect.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the The execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor do not, and the consummation by Premier of the Merger and the other transactions contemplated hereby or thereby, nor by this Agreement and compliance by Premier with any of the provisions hereof of this Agreement will not, conflict with, or thereof result in any violation or breach of, or default (i) conflicts with or results in any breach without notice or lapse of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premiertime, or (iiiboth) constitutes a default under under, or gives give rise to any a right of termination, cancellation or acceleration of any right obligation or obligation to the loss of Premier a benefit under, or result in the creation of any Lien upon any of its Subsidiaries the properties or to a loss assets of any benefit to which Premier Parent or any of its Subsidiaries is entitled under Sub under, any provision of (i) the certificate of incorporation, bylaws or comparable organizational documents of Parent or Sub or (ii) subject to the filings and other matters referred to in the immediately following sentence, any agreementLaw or Judgment, contract in each case applicable to Parent or Sub or their respective properties or assets, other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, exceptthan, in the case of clauses clause (ii), any such conflicts, violations, breaches, defaults, rights, losses or Liens that would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the Closing. No consent, approval, order or authorization of, registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to Parent or Sub in connection with the execution and delivery of this Agreement by Parent and Sub or the consummation by Parent and Sub of the Merger or the other transactions contemplated by this Agreement except for (I) the filing of a premerger notification and report form by Parent and Sub under the HSR Act and the filings and receipt, termination or expiration, as applicable, of such other approvals or waiting periods as may be required under any other applicable foreign or domestic competition, merger control, antitrust or similar Law, (II) the delivery of the Certificate of Merger to the department of state of the State of New York and (iii)III) such other consents, for any such contraventionapprovals, conflictorders, violationauthorizations, defaultregistrations, terminationdeclarations, cancellationfilings and notices the failure of which to be obtained or made would not, acceleration individually or loss that would not have a material adverse effect on Premier in the aggregate, reasonably be expected to prevent or any of its Subsidiaries taken as a wholematerially delay the Closing.

No Conflict. Other than (a) The execution and delivery by the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution Company of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier the Company of the Merger and the other transactions contemplated hereby and therebyby this Agreement in accordance with the terms hereof will not (i) subject to the receipt of the Company Shareholder Approval, except for such filings conflict with or result in a violation of any provisions of the failure Company Articles of which to be madeIncorporation or Company Bylaws or the comparable organizational documents of any of the Company’s Subsidiaries; (ii) violate, individually or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) or a termination or acceleration under, or result in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation creation of any Lien upon any of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement properties or the Registration Rights Agreement by Premier nor the consummation by Premier assets of the transactions contemplated hereby Company or therebyits Subsidiaries under, nor compliance by Premier with any of the provisions hereof of any loan or thereof credit agreement, note, bond, mortgage, indenture, deed of trust, license, concession, franchise, permit, lease, contract, agreement, joint venture or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries or any of their respective properties is bound; or (iiii) conflicts subject to the filings and other matters referred to in Section 5.5(b), contravene or conflict with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any lawApplicable Law, regulation, judgment, injunction, order or decree binding upon Premier, except for such matters described in clause (ii) or (iii) constitutes as would not have, or would not reasonably be expected to have, individually or in the aggregate, a default Company Material Adverse Effect. (b) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated hereby in accordance with the terms hereof will not require any consent, approval, qualification or authorization of, or filing or registration with, any Governmental Authority, other than those under or gives rise in relation to any right (i) the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of termination1976, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreementas amended (the “HSR Act”), contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”), the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), or applicable state securities and “Blue Sky” laws, (iii) the rules and regulations of the NASDAQ Stock Market( “NASDAQ”), (iv) the filing of the Certificate of Merger with the Secretary of State of the State of Texas and the filing or recordation of other appropriate documents as required by Applicable Law of other states in which the Company is qualified to do business and (iii)v) the Investment Canada Act, except for any such contraventionconsent, conflictapproval, violationqualification or authorization the failure of which to obtain, defaultand for any filing or registration the failure of which to make, terminationindividually or in the aggregate, cancellation, acceleration or loss that would not have have, or would not reasonably be expected to have, a material adverse effect on Premier or any of its Subsidiaries taken as a wholeCompany Material Adverse Effect.

No Conflict. Other than the filing of a Form 4 The execution and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement delivery by Premier and the consummation by Premier each Seller of the transactions contemplated hereby and therebyTransaction Documents to which it is a party, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither , and the execution and delivery of this Purchase Agreement or the Registration Rights Agreement performance by Premier nor the consummation by Premier such Seller of the transactions contemplated hereby Transaction Documents to which it is a party in accordance with its terms, will not: (a) violate the certificate of formation or therebycertificate of limited partnership, nor compliance as applicable, bylaws or limited partnership agreement, as applicable, or other organizational documents of such Seller; (b) subject to the applicable Seller’s receipt or making of all required consents, approvals, authorizations or actions of, filings and notices set forth on Section 3.4(b) of the Seller Disclosure Letter (the “Seller Consents and Notices”), as the same may be updated by Premier Sellers on or before November 30, 2014, require the Sellers to obtain any consents, approvals or authorizations of, or make any filings with or give any notices to, any Governmental Bodies or any other Person that have not been obtained, made or given; (c) if the Seller Consents and Notices applicable to such Seller are obtained, made or given, violate or result in the breach of any of the provisions hereof terms and conditions of, cause the termination of or thereof give any other contracting party the right to terminate, or constitute (ior with notice or lapse of time, or both, constitute) conflicts with a default under, any Contract to which such Seller is a party or results by or to which the Sellers or the Transferred Interests held by such Seller are or may be bound or subject; or result in the creation of any Lien on the Transferred Interests held by such Seller; or (d) if the Seller Consents and Notices are obtained, made or given, violate or result in the breach of the Articles of Incorporation any applicable orders, judgments, injunctions, awards, decrees or bylaws of Premierwrits (collectively, (ii) contravenes“Orders”), conflicts with or would constitute a violation any applicable Law of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeGovernmental Body.

No Conflict. Other than Except for (a) entry of the filing of a Form 4 Sale Order, (b) notices, filings and an amendment ----------- to Premier's report on Schedule 13D consents required in connection with the Bankruptcy Case, (c) any applicable notices, filing, consents or approvals under the Exchange Actany applicable antitrust, competition or trade regulation or other Legal Requirements, and (d) items listed on Disclosure Schedule 5.3, no Seller is required to give any notice to, make any filing with, and no permit, authorization, with or obtain any consent or approval of, from any Person (including any Governmental Authority is necessary for Authority) in connection with the execution and delivery of this Purchase Agreement and the other Transaction Documents or the Registration Rights Agreement by Premier and the consummation by Premier or performance of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation any of the transactions contemplated hereby and thereby. Neither When the consents and other actions described in the preceding sentence, including entry of the Sale Order, have been obtained and taken, the execution and delivery of this Purchase Agreement or and the Registration Rights Agreement by Premier nor other Transaction Documents and the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with provided for herein and therein will not result in the breach of any of the terms and provisions hereof of, or thereof constitute a default (with or without notice or lapse of time or both) under, or conflict with, or cause any acceleration of any obligation of any Seller under (i) conflicts with any Material Contract to which any Seller is or results in any breach of the Articles of Incorporation or bylaws of PremierAssets are bound, (ii) contravenesthe certificate of incorporation, conflicts with bylaws or would constitute a violation other governing documents of any provision of any lawSeller, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise any Order applicable to any right of termination, cancellation or acceleration of any right or obligation of Premier Seller or any of its Subsidiaries the Assets, (iv) any Legal Requirement or to a loss (v) result in the creation of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding material Encumbrance on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiariesthe Assets, except, in the case of clauses (iiiii) and (iiiiv), for any such contraventionas would not, conflictindividually or in the aggregate, violation, default, termination, cancellation, acceleration or loss that would not reasonably be expected to have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeMaterial Adverse Effect.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report (i) Except as set forth on Schedule 13D under the Exchange Act4.1(c)(i), and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution none of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery by such Seller of this Purchase Agreement or the Registration Rights Agreement by Premier nor Transaction Documents to which it is a party, the consummation by Premier of the transactions contemplated hereby or thereby, nor or the compliance by Premier such Seller with any of the provisions hereof or thereof will (i) conflicts with conflict with, or results result in any breach of the Articles of Incorporation or bylaws of Premierviolation of, its Organizational Documents, (ii) contravenesconflict with, conflicts with or would constitute a result in any violation of of, any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, Law or (iii) constitutes a conflict with, or result in any violation of or default under under, or gives give rise to any a right of terminationtermination or cancellation under, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit Contract to which Premier such Seller or any of its Subsidiaries is entitled under any provision of any agreement, contract a party or other instrument binding on Premier by which such Seller or any of its Subsidiaries properties or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiariesassets are bound, except, in the case of clauses (ii) and (iii), for such conflicts, violations, defaults, terminations or cancellations as would not, individually or in the aggregate, result in a Material Adverse Effect or would reasonably be expected to, individually or in the aggregate, prevent or materially delay the ability of such Seller to enter into and perform its obligations under this Agreement or the Transaction Documents to which it is a party or consummate the transactions contemplated hereby or thereby. (ii) No consent, waiver, approval, order or Permit of, or declaration or filing with, or notification to any Governmental Entity is required on the part of such contraventionSeller in connection with the execution and delivery by such Seller of this Agreement or the other Transaction Documents to which it is a party or the consummation by such Seller of the transactions contemplated hereby or thereby, conflictexcept for such consents, violationwaivers, defaultapprovals, terminationorders, cancellationPermits, acceleration declarations, filings or loss that notifications, the failure of which to make or obtain, would not have not, individually or in the aggregate, prevent or materially delay the ability of such Seller to enter into and perform (in all material respects) its obligations under this Agreement or the Transaction Documents to which it is a material adverse effect on Premier party or any of its Subsidiaries taken as a wholeconsummate the transactions contemplated hereby or thereby.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange ActThe execution, delivery, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement performance by Premier and the consummation by Premier Loan Parties of the transactions contemplated hereby Loan Documents to which they are parties and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby by the Loan Documents do not and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof will not (ia) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of violate any provision of any law, regulation, judgment, injunction, order law or decree binding upon Premierany governmental rule, or (iii) constitutes a default under or gives rise regulation applicable to any right of termination, cancellation or acceleration of any right or obligation of Premier Loan Party or any of its Subsidiaries (excluding the Excluded Entities), or to a loss any order, judgment, or decree of any benefit to which Premier court or other agency of government binding on any Loan Party or any of its Subsidiaries is entitled (excluding the Excluded Entities), (b) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any provision Contractual Obligation of any agreement, contract or other instrument binding on Premier Loan Party or any of its Subsidiaries (other than the Excluded Entities), (c) result in or require the creation or imposition of any license, franchise, permit Lien upon any of the properties or other similar authorization held by Premier assets of any Loan Party or any of its SubsidiariesSubsidiaries (excluding the Excluded Entities) (other than any Liens created under any of the Loan Documents in favor of Collateral Agent, on behalf of Secured Parties), (d) result in any default, non-compliance, suspension, revocation, impairment, forfeiture, or non-renewal of any permit, license, authorization, or approval applicable to its operations or any of its properties, (e) require any approval of stockholders, members, or partners or any approval or consent of any Person under any Contractual Obligation of any Loan Party or any of its Subsidiaries (excluding the Excluded Entities), except for such approvals or consents which will be obtained on or before the Closing Date and disclosed in writing to Lenders, or (f) violate any provision of any of the Organizational Documents of any Loan Party or any of its Subsidiaries (excluding the Excluded Entities), except, in the case of the preceding clauses (iia), (b), (d) and (iiie), for any such contraventionviolation, conflict, violationbreach, default, terminationcreation, cancellationimposition, acceleration non-compliance, suspension, revocation, impairment, forfeiture, non- renewal, or loss requirement, in each case, that would could not reasonably be expected, either individually or in the aggregate, to have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeMaterial Adverse Effect.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier All Contracts listed in Section 2.7 of the transactions contemplated hereby and thereby, except for such filings the failure of which VGX Disclosure Letter relating to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof either (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held VGX Intellectual Property owned by Premier VGX or any of its Subsidiaries, except, in the case of clauses or (ii) Inbound Licenses, are in full force and (iii)effect. This Agreement will neither violate nor result in the material breach, for any such contraventionmaterial modification, conflict, violation, defaultcancellation, termination, cancellationsuspension of, or material acceleration of any payments with respect to, such Contracts. VGX or loss its Subsidiaries, as the case may be, is in material compliance with, and has not materially breached any term of any such Contracts and, to the Knowledge of VGX, all other parties to such Contracts are in compliance with, and have not materially breached any term of, such Contracts. Following the Closing Date, the Surviving Entity will be permitted to exercise all of VGX's rights or the rights of any of VGX's Subsidiaries, as the case may be, under such Contracts and all rights with respect to VGX Intellectual Property under such Contracts to the same extent VGX or any of its Subsidiaries, as the case may be, would have been able to had the Merger not occurred and without the payment of any material additional amounts or consideration other than ongoing fees, royalties or payments that would not have a material adverse effect on Premier VGX or any of its Subsidiaries taken would otherwise be required to pay. Neither this Agreement nor the Merger, will result in (A) VGX or any of its Subsidiaries, or after the Effective Time Inovio or the Surviving Entity, granting to any third party any right to or with respect to any material VGX Intellectual Property right not already so licensed by VGX or any of its Subsidiaries, (B) Inovio or the Surviving Entity being bound by, or subject to, any non-compete or other material restriction on the operation or scope or their respective businesses, or (C) Inovio or the Surviving Entity being obligated to pay any royalties or other material amounts to any third party in excess of those payable by VGX of any of its Subsidiaries, as a wholethe case may be, prior to the Closing.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the (i) The consummation of the transactions contemplated hereby and thereby. Neither by this Agreement will neither materially violate nor result in the execution and delivery of this Purchase Agreement material breach, or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or therebymaterial modification, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premiercancellation, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation suspension of, or acceleration of any payments with respect to the Contracts required to be listed in Section 2.7(m) of the Company Disclosure Letter, or give any non-Company party to any such Contract the right to do any of the foregoing. Following the Closing Date, the Surviving Corporation in the Company Merger will be permitted to exercise all of the Company’s and its Subsidiaries’ rights under such Contracts to the same extent the Company and its Subsidiaries would have been able to had the transactions contemplated by this Agreement not occurred and without the payment of any additional amounts or obligation of Premier consideration other than ongoing fees, royalties or payments which the Company or any of its Subsidiaries would otherwise be required to pay. (ii) Neither this Agreement nor the transactions contemplated by this Agreement, including the assignment to Parent or to a loss Merger Sub by operation of law or otherwise of any benefit contracts or agreements to which Premier the Company or any of its Subsidiaries is entitled under are a party, will result in (a) either Parent’s or the Merger Sub’s granting to any provision third party any right or license to or with respect to any material Intellectual Property right owned by, or licensed to, either of them prior to the Closing, (b) either Parent or Merger Sub being bound by, or subject to, any agreement, contract non-compete or other instrument binding material restriction on Premier the operation or scope or their respective businesses (including a covenant not to ▇▇▇), or (c) either Parent or Merger Sub being obligated to pay any of its Subsidiaries or any license, franchise, permit royalties or other similar authorization held material amounts to any third party in excess of those payable by Premier Parent or any of its SubsidiariesMerger Sub, exceptrespectively, in prior to the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeClosing.

No Conflict. Other than Assuming that all filings and notifications described in Section 3.4 have been made, the filing of a Form 4 execution, delivery and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution performance of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation Ancillary Agreements by Premier of the transactions contemplated hereby Seller and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and therebythereby do not and will not (a) violate, conflict with or result in the breach of the certificate of incorporation or bylaws of the Seller, (b) conflict with or violate any Law or Governmental Order applicable to the Seller, any of its Subsidiaries or the Purchased Assets, (c) conflict with, result in any breach or violation of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any Consent under, or give to others any rights of termination, acceleration, amendment or cancellation of, any Contract (including any Real Property Lease) to which the Seller or any of its Subsidiaries is a party (other than any Contract that is agreed to be a Transferred Contract pursuant to clause (C) of the definition of Transferred Contracts), or (d) result in the creation of any Lien on any of the Purchased Assets or the Equity Interests pursuant to a Contract to which the Seller or one of its Subsidiaries is a party, except in the case of clauses (b), (c) and (d), as would not have a Material Adverse Effect. Neither Except for any consents, approvals or notices that are expressly required pursuant to the terms of the Merger Agreement or that would not reasonably be expected to prevent or materially impair or delay the consummation by the Seller of the transactions contemplated by this Agreement and the Ancillary Agreements, no consent or approval of, or notice to, Transform or any other ESL Person, is required to be obtained or provided, as applicable, in connection with the execution and delivery of this Purchase Agreement or any Ancillary Agreement, the Registration Rights Agreement performance by Premier nor the Seller or any of its Subsidiaries of its obligations hereunder or thereunder or the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any . The Seller has made available to the Purchaser a correct and complete copy of the provisions hereof or thereof (i) conflicts with or results Letter Agreement, and the Letter Agreement is in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) full force and effect and constitutes a default under or gives rise to any right of terminationlegal, cancellation or acceleration of any right or valid and binding obligation of Premier or any Seller and, to the Knowledge of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreementSeller, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its SubsidiariesTransform, except, in the case each case, as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any general application affecting enforcement of its Subsidiaries taken as a wholecreditors’ rights generally.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the The consummation of the transactions contemplated hereby under this Agreement and thereby. Neither the execution and delivery Escrow Agreement will not require the consent, waiver or approval of this Purchase Agreement any party to any material contract to which Parent, Merger Sub or any of their Affiliates is a party or by which any of them is bound, or the Registration Rights Agreement by Premier nor consent, approval, order or authorization of, or the consummation by Premier of the transactions contemplated hereby registration, declaration or therebyfiling with, nor compliance by Premier with any of the provisions hereof or thereof Governmental Authority, except for (i) conflicts with any approvals or results filings of notice under, or in any breach connection with, the Gaming Laws and the HSR Act, (ii) the filing and recordation of the Articles of Incorporation Merger as required by the NRS, and (iii) those consents, waivers and approvals that relate to or bylaws are applicable to the Company or any of Premierits Affiliates but not to Parent, Merger Sub or any of their Affiliates. Assuming the consents, waivers and approvals set forth in the immediately preceding clauses (i) and (ii) contravenesare obtained or made, conflicts with as applicable, the execution, delivery and performance by each of Parent and Merger Sub of this Agreement, and the execution, delivery and performance by Parent of the Escrow Agreement, will not (x) violate any law applicable to Parent, Merger Sub or would constitute any of their Affiliates, (y) result in a breach or violation of any provision of, or constitute a default under, any contract to which Parent, Merger Sub or any of their Affiliates is a party or by which any law, regulation, judgment, injunction, order or decree binding upon Premierof them is bound, or (iiiz) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under conflict with any provision of any agreementthe charter, contract bylaws or other instrument binding on Premier organizational documents of Parent or any of its Subsidiaries or any licenseMerger Sub, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, except in the case of clauses (iix) and (iii)y) above, for any such contraventionbreach, conflict, violation, default, termination, cancellation, acceleration violation or loss that default which would not have a material adverse effect on Premier reasonably be expected to delay or any prevent consummation of its Subsidiaries taken as a wholethe Merger.

No Conflict. Other The execution and delivery by each of the Borrower Entities of this Credit Agreement and each of the other Credit Documents executed and delivered in connection herewith by one or more of the Borrower Entities (other than the filing documents required to be delivered in order to reduce the amount of a Form 4 the Resolution Block; provided, that from and an amendment ----------- to Premier's report on Schedule 13D under after the Exchange Actdate of receipt of all such documents, the representation and no filing with, warranty contained in this Section shall apply) and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution performance of this Purchase Agreement or the Registration Rights Agreement by Premier obligations of such Borrower Entities hereunder and thereunder and the consummation by Premier such Borrower Entities of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof : (i) conflicts with are within the corporate or results in any breach limited liability company powers of the Articles of Incorporation or bylaws of Premier, such Borrower Entity; (ii) contravenes, conflicts with are duly authorized by the Board of Directors or would constitute a violation similar managing body of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or such Borrower Entity; (iii) constitutes a default under are not in contravention of the terms of the organizational documents of such Borrower Entity or gives rise to any right of termination, cancellation or acceleration of any right indenture, contract, lease, agreement, instrument or obligation of Premier other commitment to which such Borrower Entity is a party or by which such Borrower Entity or any of its Subsidiaries properties are bound; (iv) do not require the consent, registration or to a loss approval of any Governmental Authority or any other Person (except such as have been duly obtained, made or given, and are in full force and effect); (v) do not contravene any statute, law, ordinance, regulation, rule, order or other governmental restriction applicable to or binding upon such Borrower Entity; and (vi) will not, except as contemplated herein for the benefit of the Agent on behalf of the Lenders, result in the imposition of any Liens upon any property of such Borrower Entity under any existing indenture, mortgage, deed of trust, loan or credit agreement or other material agreement or instrument to which Premier such Borrower Entity is a party or by which it or any of its Subsidiaries is entitled under any provision of any agreement, contract property may be bound or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeaffected.

No Conflict. Other than the filing of a Form 4 The execution, delivery and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution performance of this Purchase Agreement or the Registration Rights Agreement by Premier Parent and Merger Sub do not, and the consummation by Premier Parent and Merger Sub of the transactions contemplated hereby by this Agreement and therebycompliance by Parent and Merger Sub with the provisions of this Agreement will not, except for such filings conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, require consent under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the failure loss of which to be madea benefit under, individually or result in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, creation of any Lien in or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with upon any of the provisions hereof properties or thereof other assets of Parent or Merger Sub under (i) conflicts with or results in any breach the certificate of the Articles of Incorporation or incorporation and bylaws of PremierParent or Merger Sub, (ii) contravenes, conflicts with any Contract to which Parent or would constitute Merger Sub is a violation party or any of their respective properties or other assets are subject (including any provision of credit facilities or agreements and any law, regulation, judgment, injunction, order or decree binding upon Premierother indebtedness arrangements), or (iii) constitutes a default under subject to the governmental filings and other matters referred to in the following sentence, any Laws and Orders applicable to Parent or gives rise to any right of termination, cancellation Merger Sub or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract their respective properties or other instrument binding on Premier or any of its Subsidiaries or any licenseassets, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, exceptthan, in the case of the immediately preceding clauses (ii) and (iii), for any such contraventionconflicts, conflictviolations, violationbreaches, defaultdefaults, consents, rights of termination, cancellation, acceleration modification or loss acceleration, losses or Liens that would not have a material adverse effect on Premier Parent Material Adverse Effect. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration, notice to or filing with, any Governmental Entity is required by or with respect to Parent or Merger Sub in connection with the execution and delivery of its Subsidiaries taken as this Agreement by Parent or Merger Sub or the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement, except for (x) the filing (1) an amendment to the Schedule 13D of Parent and (2) the Schedule 13E-3 with the SEC, (y) 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 states in which Parent and Merger Sub are qualified to do business, and (z) such other consents, approvals, orders, authorizations, actions, registrations, declarations, notices and filings the failure of which to be obtained or made would not have a wholeParent Material Adverse Effect.

No Conflict. Other than Except for (a) any applicable notices, filing, consents or approvals under any applicable antitrust, competition or trade regulation or other Applicable Laws, including the HSR Act and (b) items listed on Disclosure Schedule 6.03, Buyer is not and will not be required to give any notice to, make any filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, with or obtain any consent or approval of, from any Person (including any Governmental Authority is necessary for Authority) in connection with the execution and delivery of this Purchase Agreement and the other Transaction Documents or the Registration Rights Agreement by Premier and the consummation by Premier or performance of any of the transactions contemplated hereby and thereby, except for such filings the failure of which to be madeas would not, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and affect Buyer’s ability to perform its Subsidiaries, taken as a whole, obligations under this Agreement or any other Transaction Documents or to prevent or materially delay the consummation of consummate the transactions contemplated hereby and or thereby. Neither When the consents and other actions described in the preceding sentence have been obtained and taken, the execution and delivery of this Purchase Agreement and the other Transaction Documents and the consummation of the transactions provided for herein and therein will not result in the breach or violation of any of the terms and provisions of, or constitute a default (with or without notice or lapse of time or both) under, or conflict with, or cause any acceleration of any obligation of any Buyer under (i) any agreement, indenture, bond, debenture, note, mortgage or other instrument to which it or its assets is bound, (ii) the certificate of incorporation, bylaws or other governing documents of Buyer, (iii) any Order applicable to Buyer or its assets or (iv) any Applicable Law, except as would not, individually or in the aggregate, reasonably be expected to affect Buyer’s ability to perform its obligations under this Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of any other Transaction Documents or to consummate the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a whole.

No Conflict. Other than the filing of a Form 4 (a) The execution and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, delivery by Parent and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution Merger Sub of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier Parent and Merger Sub of the Merger and the other transactions contemplated hereby and therebyby this Agreement in accordance with the terms hereof will not (i) subject to the receipt of the Parent Shareholder Approval, except for such filings conflict with or result in a violation of any provisions of the failure Parent Articles of which to be madeIncorporation or Parent’s bylaws or the Certificate of Formation or bylaws of the Merger Sub; (ii) violate, individually or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) or a termination or acceleration under, or result in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation creation of any Lien upon any of the transactions contemplated hereby and thereby. Neither the execution and delivery properties or assets of this Purchase Agreement Parent or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or therebyits Subsidiaries under, nor compliance by Premier with any of the provisions hereof of any loan or thereof credit agreement, note, bond, mortgage, indenture, deed of trust, license, concession, franchise, permit, lease, contract, agreement, joint venture or other instrument or obligation to which Parent is a party, or by which Parent or any of its properties is bound; or (iiii) conflicts subject to the filings and other matters referred to in Section 6.5(b), contravene or conflict with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any lawApplicable Law, regulation, judgment, injunction, order or decree binding upon Premier, except for such matters described in clause (ii) or (iii) constitutes a default under as would not have, or gives rise would not reasonably be expected to any right of terminationhave, cancellation individually or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case aggregate, a Parent Material Adverse Effect. (b) The execution, delivery and performance by Parent or Merger Sub of clauses this Agreement and the consummation by Parent or Merger Sub of the Merger and the other transactions contemplated hereby in accordance with the terms hereof will not require any consent, approval, qualification or authorization of, or filing or registration with, any Governmental Authority, other than (i) the HSR Act, (ii) the Securities Act, the Exchange Act or applicable state securities and “Blue Sky” laws, (iii) the filing of a listing application in accordance with Section 7.8 with, or the rules and regulations of, NASDAQ, (iv) the filing of the Certificate of Merger with the Secretary of State of the State of Texas and the filing or recordation of other appropriate documents as required by Applicable Law of other states in which Parent is qualified to do business and (iii)v) the Investment Canada Act, except for any such contraventionconsent, conflictapproval, violationqualification or authorization the failure of which to obtain, defaultand for any filing or registration the failure of which to make, terminationindividually or in the aggregate, cancellation, acceleration or loss that would not have, or would not reasonably be expected to have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeParent Material Adverse Effect.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report (a) Except for those set forth on Schedule 13D 3.4(a) (collectively, the “Company Required Governmental Authorizations”) and the applicable expiration or termination of the applicable waiting period under the Exchange HSR Act, and no Governmental Authorization of, or filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for required on the part of any Acquired Company in connection with the execution and delivery of this Purchase Agreement and, as of the Closing, the other Transaction Documents by any such Acquired Company or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made(i) filings, consents or approvals which, if not made or obtained, would not, individually or in the aggregate, could not reasonably be expected to have a be material adverse effect on Premier, and its Subsidiariesto the Acquired Companies, taken as a whole, (ii) those that may be required because of Buyer’s participation in the transactions contemplated by this Agreement and the other Transaction Documents and (iii) those customarily given or to prevent or materially delay obtained post-closing for transactions of the type contemplated herein. (b) Except as set forth on Schedule 3.4(b), and assuming receipt of the Company Required Governmental Authorizations, the execution and delivery of this Agreement and, as of the Closing, the other Transaction Documents by any Acquired Company, and the consummation of the transactions contemplated hereby hereunder and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or therebythereunder, nor compliance by Premier with any of the provisions hereof or thereof will not result in (i) conflicts any conflict with or results in any breach the Organizational Documents of the Articles of Incorporation or bylaws of Premiersuch Acquired Company, (ii) contravenesany breach or violation of or default under, conflicts with or would constitute or give rise to a termination or right of termination of any Material Contract or Real Property Lease, (iii) a violation of or default under any provision of any law, regulation, judgment, injunction, order Law or decree binding upon PremierGovernmental Authorization to which such Acquired Company is subject, or (iiiiv) constitutes a default under the creation or gives rise to any right of termination, cancellation or acceleration imposition of any right or obligation of Premier or any of its Subsidiaries or to Lien (other than a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding Permitted Lien) on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiariesthe Company Assets, except, in the case of each of the foregoing clauses (ii), (iii) and (iii)iv) as would not, for any such contraventionindividually or in the aggregate, conflictreasonably be expected to be material to the Acquired Companies, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a whole.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier All Contracts listed in Section 3.7 of the transactions contemplated hereby and thereby, except for such filings the failure of which Inovio Disclosure Letter relating to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof either (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held Inovio Intellectual Property owned by Premier Inovio or any of its Subsidiaries, except, in the case of clauses or (ii) Inbound Licenses, are in full force and (iii)effect. This Agreement will neither violate nor result in the material breach, for any such contraventionmaterial modification, conflict, violation, defaultcancellation, termination, cancellationsuspension of, or material acceleration of any payments with respect to, such Contracts. Inovio or loss its Subsidiaries, as the case may be, is in material compliance with, and has not materially breached any term of any such Contracts and, to the Knowledge of Inovio, all other parties to such Contracts are in compliance with, and have not materially breached any term of, such Contracts. Following the Closing Date, Inovio will be permitted to exercise all of Inovio's rights or the rights of any of Inovio's Subsidiaries, as the case may be, under such Contracts and all rights with respect to Inovio Intellectual Property under such Contracts to the same extent Inovio or any of its Subsidiaries, as the case may be, would have been able to had the Merger not occurred and without the payment of any material additional amounts or consideration other than ongoing fees, royalties or payments that would not have a material adverse effect on Premier Inovio or any of its Subsidiaries taken would otherwise be required to pay. Neither this Agreement nor the Merger, will result in (A) Inovio or any of its Subsidiaries, or after the Effective Time Inovio or the Surviving Entity, granting to any third party any right to or with respect to any material Inovio Intellectual Property right not already so licensed by Inovio or any of its Subsidiaries, (B) Inovio or the Surviving Entity being bound by, or subject to, any non-compete or other material restriction on the operation or scope or their respective businesses, or (C) Inovio or the Surviving Entity being obligated to pay any royalties or other material amounts to any third party in excess of those payable by Inovio of any of its Subsidiaries, as a wholethe case may be, prior to the Closing.

No Conflict. Other than the filing of a Form 4 The execution, delivery and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, performance by Parent and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution Merger Sub of this Purchase Agreement or and the Registration Rights Agreement by Premier Ancillary Agreements to which they are parties do not, and the consummation by Premier of the Merger and the other transactions contemplated hereby and therebythereby and compliance with the provisions of this Agreement and the Ancillary Agreements to which they are parties will not, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a wholeconflict with, or to prevent result in any violation of, or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof default (i) conflicts with or results in any breach without notice or lapse of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premiertime, or (iiiboth) constitutes a default under under, or gives give rise to any a right of termination, cancellation or acceleration of any right obligation or obligation to the loss of Premier a benefit under, or result in the amendment of any term or provision of or the creation of any Encumbrance upon any of the assets of Parent or Merger Sub under (other than any such Encumbrance created because of any action taken by the Company), any provision of (i) the Charter of Parent and the Certificate of Incorporation of Merger Sub, the By-Laws of Parent and Merger Sub or the comparable organizational documents of any of Parent’s other Subsidiaries or (ii) subject to the filings and other matters referred to in the immediately following sentence, (A) any Contract to which Parent or Merger Sub is a party or by which any of its Subsidiaries respective assets are bound or (B) any Law or Judgment, in each case applicable to a loss of any benefit to which Premier Parent or any of Merger Sub or its Subsidiaries is entitled under any provision of any agreementrespective assets, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, exceptthan, in the case of clauses this clause (ii) and (iii), for any such contraventionconflicts, conflictviolations, violationdefaults, defaultrights, terminationlosses, cancellation, acceleration amendments or loss Encumbrances that (x) have not had and would not reasonably be expected to have a material adverse effect on Premier Parent Material Adverse Effect, or (y) would not materially impair Parent’s or Merger Sub’s ability to perform its obligations under this Agreement or the Ancillary Agreements to which it is a party or consummate the transactions contemplated hereby or thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to Parent or Merger Sub in connection with the execution, delivery and performance of this Agreement by Parent and Merger Sub or any of the Ancillary Agreements to which Parent or Merger Sub is a party or the consummation by Parent or Merger Sub of the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements to which Parent or Merger Sub is a party, except for (I) the filing of a premerger notification and report form by Parent and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Joint Proxy Statement and (y) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which Parent or Merger Sub is qualified to do business, (IV) any filings required under the rules and regulations of the NYSE, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a Parent Material Adverse Effect or (y) would not materially impair Parent’s or Merger Sub’s ability to perform its Subsidiaries taken as a wholeobligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby or thereby.

No Conflict. Other than The execution and delivery by the filing Company of this Agreement and any Related Agreement to which the Company is a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Actparty, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby, will not conflict with or result in any violation of any provision of the Charter Documents. Neither the The execution and delivery by the Company of this Purchase Agreement or and any Related Agreement to which the Registration Rights Agreement by Premier nor Company is a party, and the consummation by Premier of the transactions contemplated hereby or and thereby, nor compliance by Premier with will not conflict in any of the provisions hereof or thereof (i) conflicts material respect with or results result in any breach material violation of the Articles of Incorporation or bylaws of Premier, material default under (ii) contravenes, conflicts with or would constitute a violation without notice or lapse of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premiertime, or (iiiboth) constitutes a default under or gives give rise to any a right of termination, cancellation cancellation, modification or acceleration of any right obligation or obligation loss of Premier any benefit under (any such event, a “Conflict”) (i) any Material Contract, or (ii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to any Acquired Entity or any of its Subsidiaries properties or to a loss of any benefit to which Premier assets (whether tangible or any of its Subsidiaries is entitled under any provision of any agreementintangible), contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, except in the case of clauses clause (ii) and (iii), for any where such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that Conflict would not have a reasonably be expected to be material adverse effect on Premier or any of its Subsidiaries to the Acquired Entities taken as a whole. Section 2.5 of the Disclosure Schedule sets forth all necessary consents, waivers and approvals of parties to any Contracts with an Acquired Entity as are required thereunder in connection with the Acquisition, or for any such Contract to remain in full force and effect without limitation, modification or alteration after the Closing so as to preserve all rights of, and benefits to, such Acquired Entity under such Contracts from and after the Closing. Following the Closing, each Acquired Entity will continue to be permitted to exercise all of its rights under the Contracts to which it is a party without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which the Company would otherwise be required to pay pursuant to the terms of such Contracts had the transactions contemplated by this Agreement not occurred.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the (a) The execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor Parent does not, and the consummation performance of this Agreement by Premier of the transactions contemplated hereby or therebyParent will not, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts conflict with or results in violate the Certificate of Incorporation, Bylaws or equivalent organizational documents of Parent or any breach of the Articles of Incorporation or bylaws of Premierits subsidiaries, (ii) contravenessubject to obtaining the Parent Stockholder Approval and compliance with the requirements set forth in Section 3.5(b) below, conflicts conflict with or would constitute a violation of any provision of violate any law, rule, regulation, judgmentorder, injunction, order judgment or decree binding upon Premierapplicable to Parent or any of its subsidiaries or by which Parent or any of its subsidiaries or any of their respective properties are bound or affected, or (iii) constitutes result in any breach of or constitute a default under (or gives rise an event that with notice or lapse of time or both would become a default) under, or impair Parent's or any such subsidiaries' rights or alter the rights or obligations of any third party under, or give to others any right rights of termination, amendment, acceleration or cancellation of, or acceleration result in the creation of a lien or encumbrance on any right of the properties or obligation assets of Premier Parent or any of its Subsidiaries subsidiaries pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or to a loss of any benefit other instrument or obligation to which Premier Parent or any of its Subsidiaries subsidiaries is entitled under any provision of any agreement, contract a party or other instrument binding on Premier by which Parent or any of its Subsidiaries subsidiaries or any license, franchise, permit or other similar authorization held by Premier its or any of its Subsidiariestheir respective properties are bound or affected. (b) The execution and delivery of this Agreement by Parent do not, exceptand the performance of this Agreement by Parent will not, in require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (A) for applicable requirements, if any, of the case Securities Act, the Exchange Act, Blue Sky Laws, the pre-merger notification requirements of clauses (ii) the HSR Act and of foreign Governmental Entities and the rules and regulations thereunder, the rules and regulations of Nasdaq, and the filing of the Certificate of Merger as required by the DGCL and (iii)B) where the failure to obtain such consents, for any approvals, authorizations or permits, or to make such contraventionfilings or notifications, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier prevent consummation of the Merger or any of otherwise impair Parent's ability to timely perform its Subsidiaries taken as a wholeobligations under this Agreement.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report (a) Except as set forth on Schedule 13D 4.3(a) (collectively, the “Seller Required Governmental Authorizations”) and the applicable expiration or termination of the applicable waiting period under the Exchange HSR Act, and no Governmental Authorization of, or filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for required on the part of such Seller in connection with the execution and delivery of this Purchase Agreement and, as of the Closing, the other Transaction Documents by such Seller or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made(i) filings, consents or approvals which, if not made or obtained, would not, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, materially impede or to prevent or materially delay the consummation Closing or the ability of such Seller to fulfill its obligations hereunder or under the other Transaction Documents to which it is or will be a party as of the Closing, (ii) those that may be required because of Buyer’s participation in the transactions contemplated hereby by this Agreement and thereby. Neither the other Transaction Documents and (iii) those customarily given or obtained post-closing for transactions of the type contemplated herein. (b) Except as set forth on Schedule 4.3(b) and assuming receipt of the Seller Required Governmental Authorizations, the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier and, as of the transactions contemplated hereby or therebyClosing, nor compliance the other Transaction Documents by Premier with any such Seller and the performance by such Seller of the provisions hereof or thereof its obligations hereunder and thereunder, will not result in (i) conflicts any conflict with or results in any breach the Organizational Documents of the Articles of Incorporation or bylaws of Premiersuch Seller, (ii) contravenes, conflicts with any breach or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premierdefault under, or (iii) constitutes a default under constitute or gives give rise to any a termination or right of terminationtermination of, cancellation or acceleration of any right obligation or obligation loss of Premier any benefit under, any contract, mortgage, lease, agreement, deed of trust, indenture or any other instrument to which such Seller is a party or by which such Seller or any of its Subsidiaries properties or assets are bound, (iii) a violation of or default under any Law or Governmental Authorization to a loss which such Seller is subject or (iv) the creation or imposition of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreementLien, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiariesthan Permitted Liens, except, in the case of the foregoing clauses (ii), (iii) and (iii)iv) as would not, for any individually or in the aggregate, reasonably be expected to materially impede or delay the Closing or the ability of such contravention, conflict, violation, default, termination, cancellation, acceleration Seller to fulfill its obligations hereunder or loss that would not have under the other Transaction Documents to which it is or will be a material adverse effect on Premier or any party as of its Subsidiaries taken as a wholethe Closing.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the The execution and delivery of this Purchase Agreement or and the Registration Rights Agreement other Transaction Documents by Premier nor Seller do not, and the performance by Seller of its obligations hereunder and the consummation by Premier of the Acquisition and the transactions contemplated hereby by the other Transaction Documents will not: (a) conflict with or therebyviolate any provision of the Certificate of Incorporation or Bylaws or any resolutions adopted by the board of directors or stockholders of Seller; (b) assuming that all filings and notifications described in Section 3.4 have been made, nor compliance conflict with or violate any Law or Order applicable to the Business or by Premier with which any of the provisions hereof Purchased Assets, the Seller Licensed Technology (within the scope of the license granted under the License Agreement), the Seller Licensed Proprietary Rights (within the scope of the license granted under the License Agreement), the Licensed IP, the Licensed Technology or thereof the Business is bound or affected; or (ic) conflicts with or results result in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation default (or an event which with the giving of any provision notice or lapse of any law, regulation, judgment, injunction, order time or decree binding upon Premierboth would reasonably be expected to become a default) under, or (iii) constitutes a default under or gives rise give to others any right of termination, amendment, acceleration or cancellation of, or acceleration result in the creation of any right or obligation of Premier or a Lien (other than a Permitted Exception) on any of its Subsidiaries the Purchased Assets, the Seller Licensed Technology (to the extent that it would adversely affect the scope of the license granted under the License Agreement), the Seller Licensed Proprietary Rights (to the extent that it would adversely affect the scope of the license granted under the License Agreement), the Assumed Liabilities or to a loss of the Assigned Contracts pursuant to, any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any note, bond, mortgage, indenture, contract, agreement, contract lease, license, permit, franchise or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeobligation.

No Conflict. Other than (a) The execution and delivery by Parent, Buyer of this Agreement and the filing of Ancillary Agreements to which it is a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Actparty, and no filing withthe execution and delivery by Acquisition Corporation of this Agreement and the Ancillary Agreements to which it is a party, does not, and no permitthe performance by Parent, authorization, consent or approval of, any Governmental Authority is necessary for the execution Buyer and Acquisition Corporation of this Purchase Agreement or the Registration Rights Agreement by Premier their respective obligations hereunder and the consummation by Premier of the transactions contemplated hereby thereunder and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby hereunder and thereby. Neither thereunder (in each case, with or without the giving of notice or lapse of time, or both) will not, directly or indirectly, (i) violate or conflict with the provisions of any of the Organizational Documents of Parent, Buyer or Acquisition Corporation or (ii) violate, breach, conflict with or constitute a default, an event of default, or an event creating any additional rights (including rights of amendment, impairment, suspension, revocation, acceleration, termination or cancellation), impose additional obligations or result in a loss of any rights or except as contemplated by Section 4.3(b), require a Consent or the delivery of notice, under any Contract, Legal Requirement or Permit applicable to Parent, Buyer or Acquisition Corporation or to which Parent, Buyer or Acquisition Corporation is a party or a beneficiary or by which Parent, Buyer or Acquisition Corporation or their respective assets are subject, except in the case of clause (ii) where such violation, conflict, breach, default, event or other item would not materially impair or delay the ability of Parent, Buyer or Acquisition Corporation to perform their respective obligations under this Agreement and the Ancillary Agreements to which each is a party and except in the case of Acquisition Corporation, the Consent of its sole stockholder. (b) Except as otherwise required under the HSR Act, no Permit or Order of, with, or to any Person is required by Buyer or Acquisition Corporation in connection with the execution and delivery of this Purchase Agreement or and the Registration Rights Agreement by Premier nor Ancillary Agreements to which each is a party, the performance of the obligations hereunder and thereunder and the consummation by Premier of the transactions contemplated hereby hereunder or therebythereunder, nor compliance by Premier with any except where the failure to obtain such Permit or Order would not materially impair or delay the ability of Buyer or Acquisition Corporation to perform its obligations under this Agreement and the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit Ancillary Agreements to which Premier or any of its Subsidiaries it is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeparty.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act(a) The Seller is not in default under, and no filing withthe execution, delivery and no permit, authorization, consent or approval of, any Governmental Authority is necessary for performance by the execution Seller of this Purchase Agreement or the Registration Rights Agreement by Premier and each other Transaction Document to which it is a party and the consummation by Premier of the transactions contemplated hereby and therebythereby do not and will not conflict with or result in any violation of, or default under, any provision of (i) any Organizational Documents of the Seller, the Purchased Subsidiary or any of its Subsidiaries, (ii) any Legal Requirement or any Order or (iii) any Contract to which the Seller, the Purchased Subsidiary or any of its Subsidiaries is a party or by which it, the Purchased Subsidiary or any of its Subsidiaries or any Asset of the Purchased Subsidiary or any of its Subsidiaries is bound, except for such filings the failure of which to be made, individually or in the aggregatecase of this clause (iii) where any such conflict, violation or default has not had and could not reasonably be expected to have a material adverse effect Material Adverse Effect on Premier, and the Purchased Subsidiary or any of its Subsidiaries, taken as a wholeincluding on the MAC Technology Platform. The execution, or to prevent or materially delay delivery and performance of this Agreement and each other Transaction Document and the consummation of the transactions contemplated hereby and thereby. Neither thereby will not result in any such violation or be in conflict with or constitute, with or without the execution and delivery passage of this Purchase Agreement time or giving of notice, a default under any such provision or an event which results in the Registration Rights Agreement by Premier nor the consummation by Premier creation of the transactions contemplated hereby or thereby, nor compliance by Premier with any Encumbrance upon any of the provisions hereof Purchased Shares or thereof (i) conflicts with the assets or results in property of any breach of the Articles Purchased Subsidiary, including the MAC Technology Platform (except an Encumbrance created in favor of Incorporation or bylaws of Premierthe Seller by a Transaction Document), (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier the Seller, the Purchased Subsidiary or any of its Subsidiaries or to a loss of any benefit to which Premier the Seller, the Purchased Subsidiary or any of its Subsidiaries is entitled under any provision of any agreementContract binding upon the Seller, contract or other instrument binding on Premier the Purchased Subsidiary or any of its Subsidiaries or any licenseof their respective Assets, franchiseexcept as provided under the Transaction Documents. (b) Except as set forth in Section 3.4(b) of the Disclosure Schedule, permit or other similar authorization held by Premier or any none of its Subsidiariesthe Seller, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier Purchased Subsidiary or any of its Subsidiaries taken as is or will be required to give any notice to or make any filing with or obtain any Consent under any Contract to which it is a wholeparty or by which it, any of its Assets or any of its employees or independent contractors is bound in connection with the execution and delivery of this Agreement or the other Transaction Documents or the consummation of the transactions contemplated hereby or thereby, except where the failure to do so has not had and could not reasonably be expected to have a Material Adverse Effect on the Purchased Subsidiary or any of its Subsidiaries or any of their respective material Assets.

No Conflict. Other than the filing of a Form 4 The execution and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution delivery of this Purchase Agreement or Agreement, the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby Note and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby hereunder and thereby. Neither the execution and delivery of this Purchase Agreement thereunder will not violate, conflict with, constitute a default or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or therebybreach under, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with any laws, rules or results in regulations of any breach governmental, administrative or regulatory authority (including without limitation stock or commodity exchanges, securities associations and other self-regulatory bodies (collectively, "Self-Regulatory Organizations")) (collectively, "Governmental Authorities") that are applicable to the Seller or any of the Articles of Incorporation or bylaws of Premierits Subsidiaries (collectively, "Applicable Laws"), (ii) contravenes, conflicts with any provisions of the certificate of incorporation or would constitute a violation bylaws (or comparable constituent or governing documents) of the Seller or any provision of any law, regulation, judgment, injunction, order or decree binding upon Premierits Subsidiaries, or (iii) constitutes a default under any material agreement, contract, or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit instrument to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier Seller or any of its Subsidiaries or any licenseof their assets may be bound or of any judgment, franchiseorder or decree of any Governmental Authority to which Seller may be bound, permit nor will the execution, delivery and performance of this Agreement, the Registration Rights Agreement and the Note by the Seller result in the creation of any Lien upon the Shares or other similar authorization held by Premier any material asset or right of the Seller or any of its Subsidiaries, except, in the case of clauses (ii) and clause (iii), for any such contraventionviolations, conflictconflicts, violation, default, termination, cancellation, acceleration defaults or loss breaches that would not not, individually or in the aggregate, have a material adverse effect on Premier (i) the business, operations, affairs, financial condition, assets, property, results of operations or any prospects of the Seller and its Subsidiaries Subsidiaries, taken as a whole, (ii) the ability of the Seller to perform any of its material obligations under this Agreement, the Registration Rights Agreement or the Note or (iii) the validity or enforceability of this Agreement, the Registration Rights Agreement or the Note (each, a "Material Adverse Effect"). No consent, approval, authorization or order of, or filing or registration with, any Governmental Authority is required for the execution, delivery and performance of this Agreement, the Registration Rights Agreement and the Note by the Seller and the consummation by the Seller of the transactions contemplated hereby and thereby.

No Conflict. Other than Assuming that the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange ActConsents described in Section 5.7 are obtained, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery by the Debtors and, to the extent relevant, their respective Subsidiaries of this Purchase Agreement or Agreement, the Registration Rights Agreement Plan and the other Transaction Agreements, the compliance by Premier the Debtors and, to the extent relevant, their respective Subsidiaries with all of the provisions hereof and thereof and the consummation by Premier of the transactions contemplated hereby herein and therebytherein (including compliance by each Investor with its obligations hereunder and thereunder) (a) will not conflict with, or result in a breach, modification or violation of, any of the terms or provisions of, or constitute a default under (with or without notice or lapse of time, or both), or result, except for such filings to the failure extent specified in the Attached Plan, in the acceleration of, or the creation or imposition of which any Lien under, or cause any payment or consent to be maderequired under, any Material Contract, (b) will not require any Consent of or notice to any Person under any Material Contract of the Debtors or any of their respective Subsidiaries (c) will not result in any violation of the provisions of the certificate of incorporation or bylaws (or comparable constituent documents) of the Debtors or any of their respective Subsidiaries or the Certificate of Incorporation or Bylaws, (d) will not result in any material violation of any Law or Order applicable to the any Debtor or any of its Subsidiaries or any of its or their properties and (e) will not result in any default under (with or without notice or lapse of time, or both), non-compliance, suspension revocation, impairment, forfeiture or non-renewal of any material permit, license, authorization or approval applicable to its operations or any of its properties, except in any such case described in clauses (a) and (b) for any conflict, breach, violation, default, acceleration or Lien which has not, and would not reasonably be expected to, individually or in the aggregate, could not reasonably be expected (i) prohibit, materially delay or materially adversely impact the Debtors’ or any of their respective Subsidiaries’ ability to have perform its respective obligations under, or to consummate the transaction contemplated by, this Agreement, the Plan and the other Transaction Agreements to which it is a material adverse effect on Premier, party and its (ii) adversely impact the ability of the Debtors and the respective Subsidiaries, taken as a whole, to conduct their respective businesses or otherwise result in a material liability to prevent or materially delay the consummation of the transactions contemplated hereby Debtors and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its their respective Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a whole.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution ‌ The entering into of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation performance by Premier the Buyer of its obligations hereunder, including without limitation, the issuance of the transactions contemplated hereby and therebyConsideration Shares, except for such filings the failure will not: (a) conflict with or result in a breach of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the terms, conditions or provisions hereof or thereof of: (i) conflicts with or results in any breach the constating documents of the Articles Buyer or any of Incorporation the Buyer Subsidiaries, or bylaws the provisions of Premier, the Buyer Common Shares; (ii) contravenesany Material Contract to which the Buyer or any of the Buyer Subsidiaries is now a party or by which any such party is bound, conflicts with or would constitute a violation of any provision of any lawdefault thereunder, regulation, judgment, injunction, order other than where such conflict or decree binding upon Premier, or breach would not result in a Material Adverse Change to the Buyer; (iii) constitutes any Order; or (iv) any applicable Law; (b) will result in a default under or gives Material Adverse Change to the Buyer; (c) will give rise to any pre-emptive right of termination(which has not been waived or will be waived prior to the Closing), cancellation or acceleration give any person the right, to: (i) trigger or accelerate the maturity or performance of any right or obligation of Premier Material Contract to which the Buyer or any of its the Buyer Subsidiaries is a party or to a loss trigger the payment of any benefit to which Premier monies by any of the Buyer or any of its the Buyer Subsidiaries is entitled under which would not otherwise be payable, other than where such payment would not result in a Material Adverse Change to the Buyer; or (ii) cancel, terminate or modify any provision of any agreement, contract or other instrument binding on Premier Material Contract to which the Buyer or any of its the Buyer Subsidiaries is a party, which cancellation, termination or any license, franchise, permit or other similar authorization held by Premier modification would result in a Material Adverse Change to the Buyer; (d) will require the Buyer or any of its Subsidiariesthe Buyer Subsidiaries to obtain any material consent, exceptlicense, in the case of clauses (ii) and (iii), for certification or approval from any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would third party which has not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholebeen duly obtained.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. (a) Neither the execution and delivery by Parent and Merger Sub of this Purchase Agreement or Agreement, the Registration Rights Agreement execution and delivery by Premier Parent of the Stock Option Agreements nor the consummation by Premier Parent and Merger Sub of the transactions contemplated hereby or therebythereby in accordance with the terms hereof or thereof will: (i) conflict with or result in a breach of any provisions of the certificate of incorporation or bylaws of Parent or Merger Sub; (ii) violate, nor compliance by Premier or conflict with, or result in a breach of any provision of, or 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 in a right of termination or cancellation of, or give rise to a right of purchase under or accelerate the performance required by, or result in the creation of any Lien upon any of the properties of Parent or its Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Parent or any of its Subsidiaries under any of the terms, conditions or provisions hereof of, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement, joint venture or thereof other instrument or obligation to which Parent or any of its Subsidiaries is a party, or by which Parent or any of its Subsidiaries or any of their properties is bound or affected; or (iiii) conflicts contravene or conflict with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, rule, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise applicable to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier Parent or any of its Subsidiaries, except, in the case of clauses matters described in clause (ii) and or (iii), as would not have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Neither the execution and delivery by Parent or Merger Sub of this Agreement, the execution and delivery by Parent of the Stock Option Agreements nor the consummation by Parent or Merger Sub of the transactions contemplated hereby or thereby in accordance with the terms hereof or thereof will require any consent, approval or authorization of, or filing or registration with, any governmental or regulatory authority, other than Regulatory Filings, and listing of the Parent Common Stock to be issued in the Merger and upon exercise of the option granted to the Company pursuant to the applicable Stock Option Agreement under the rules of the NYSE, except for any such contraventionconsent, conflict, violation, default, termination, cancellation, acceleration approval or loss that authorization the failure of which to obtain and for any filing or registration the failure of which to make would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeParent Material Adverse Effect.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for (a) Neither the execution and delivery by Parent and Merger Sub of this Purchase Agreement or the Registration Rights Agreement by Premier and nor the consummation by Premier Parent and Merger Sub of the transactions contemplated hereby and therebyin accordance with the terms hereof will: (i) conflict with or result in a breach of any provisions of the charter documents or bylaws of Parent or Merger Sub; (ii) violate, except for such filings or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the failure of which to be made, individually termination or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a wholeright of termination or cancellation of, or give rise to prevent a right of purchase under, or materially delay accelerate the consummation performance required by, or result in the creation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any Lien upon any of the properties of Parent or its Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Parent or any of its Subsidiaries under any of the terms, conditions or provisions hereof of, any note, bond, mortgage, indenture, deed of trust, Parent Permit, lease, contract, agreement, joint venture or thereof other instrument or obligation to which Parent or any of its Subsidiaries is a party, or by which Parent or any of its Subsidiaries or any of their properties is bound or affected; or (iiii) conflicts contravene or conflict with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, rule, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise applicable to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier Parent or any of its Subsidiaries, except, in the case of clauses matters described in clause (ii) and or (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that as would not have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Neither the execution and delivery by Parent or Merger Sub of this Agreement nor the consummation by Parent or Merger Sub of the transactions contemplated hereby in accordance with the terms hereof will require any consent, approval or authorization of, or filing or registration with, any governmental or regulatory authority, other than Regulatory Filings, and listing of the Parent Common Stock to be issued in the Merger on the AMEX, except for any consent, approval or authorization the failure of which to obtain and for any filing or registration the failure of which to make would not have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Other than as contemplated by Section 4.6(b), no consents, assignments, waivers, authorizations or other certificates are necessary in connection with the transactions contemplated hereby to provide for the continuation in full force and effect of all of Parent's material adverse effect on Premier contracts or leases or for Parent to consummate the transactions contemplated hereby, except where the failure to receive such consents or other certificates would not have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (d) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will: (i) result in any payment from Parent or its Subsidiaries (including severance, unemployment compensation, parachute payment, bonus or otherwise) becoming due to any director, employee or independent contractor of Parent or any of its Subsidiaries taken under any Parent Plan (as a wholedefined in Section 4.11) or otherwise; (ii) increase any benefits otherwise payable under any Parent Plan or otherwise; or (iii) result in the acceleration of the time of payment or vesting of any such benefits.

No Conflict. Other than the filing of a Form 4 (a) The execution, delivery and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution performance by Schlumberger of this Purchase Agreement or the Registration Rights Agreement by Premier does not, and the consummation by Premier Schlumberger of the transactions contemplated hereby and therebyby this Agreement in accordance with the terms hereof will not, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts conflict with or results result in any a breach of any provisions of the Articles articles of Incorporation incorporation or bylaws of PremierSchlumberger, (ii) contravenesviolate, conflicts or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the suspension, termination or cancellation, or in a right of suspension, termination or cancellation of, or give rise to a right of purchase or a right of additional payment under, or accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of Schlumberger or any of the Non-Schlumberger US Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Schlumberger or any of the Non-Schlumberger US Subsidiaries under, any of the terms, conditions or provisions of, any loan or credit agreement, note, bond, mortgage, indenture, deed of trust, license, concession, franchise, permit, lease, contract, agreement, joint venture or other instrument or obligation to which Schlumberger or any of the Non-Schlumberger US Subsidiaries is a party, or by which Schlumberger or any of the Non-Schlumberger US Subsidiaries or any of their properties or assets is bound or affected, or (iii) subject to the filings and other matters referred to in Section 7.5(b), contravene or conflict with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its SubsidiariesApplicable Law, except, in the case of clauses matters described in clause (ii) and or (iii), as have not had and would not reasonably be expected to have, individually or in the aggregate, a Schlumberger Material Adverse Effect. (b) Other than those required under or in relation to (i) the DGCL and the Delaware LLC Act with respect to the filing of the Certificate of Merger, (ii) rules and regulations of the NYSE, (iii) the HSR Act, the EC Merger Regulation and such applicable competition, antitrust or premerger notification laws of the other jurisdictions set forth in Section 7.5 of the Schlumberger Disclosure Letter, (iv) the Securities Act, (v) the Exchange Act, (vi) state securities or “Blue Sky” laws and (vii) other Governmental Entities having jurisdiction over the Merger set forth in Section 7.5 of the Schlumberger Disclosure Letter, neither the execution, delivery or performance by Schlumberger of this Agreement, nor the consummation by Schlumberger of the other transactions contemplated by this Agreement in accordance with the terms hereof, will require any consent, approval, qualification or authorization of, or filing or registration with, any Governmental Entity, except for any such contraventionconsent, conflictapproval, violation, default, termination, cancellation, acceleration qualification or loss that authorization the failure of which to obtain and for any filing or registration the failure of which to make has not had and would not reasonably be expected to have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeSchlumberger Material Adverse Effect.

No Conflict. Other No authorization or approval or other action by, and no notice to or filing with, any Governmental Entity or other person will be required to be obtained or made by Parent or Merger Sub in connection with the due execution and delivery by Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the Merger as contemplated hereby other than the filing (i) compliance with applicable requirements of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, (ii) compliance with the HSR Act, (iii) the filing of the Certificate of Merger in accordance with Delaware Corporate Law, (iv) consents of Parent's lenders in connection with the Merger and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby thereby and thereby, except for such filings (v) where the failure of which to be madeobtain such authorization, approval or action, or to provide such notice to make such filing, individually or in the aggregate, has not resulted and could not reasonably be expected to have result in a material adverse effect on PremierParent Material Adverse Effect. Subject to the foregoing, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor Parent and Merger Sub do not, and the consummation performance of this Agreement by Premier each of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof Parent and Merger Sub will not: (ia) conflicts conflict with or results violate any provision of any Parent or Merger Sub charter document; (b) conflict with or violate any foreign or domestic Law applicable to Parent or Merger Sub or by which any property or asset of Parent or Merger Sub is or may be bound or affected, except for any such conflicts or violations which, individually or in the aggregate, have not resulted and could not reasonably be expected to result in a Parent Material Adverse Effect; or (c) result in any breach of the Articles of Incorporation or bylaws of Premier, constitute a default (ii) contravenes, conflicts or an event which with or without notice or lapse of time or both, would constitute become a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premierdefault) under, or (iii) constitutes a default under or gives rise give to others any right of termination, amendment, acceleration or cancellation of, or acceleration result in the creation of an Encumbrance on any right property or obligation asset of Premier Parent or Merger Sub under any of its Subsidiaries or to a loss of any benefit Contract to which Premier Parent or any of Merger Sub is a party or by which it or its Subsidiaries is entitled under any provision of any agreementassets or properties are or may be bound or affected, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), except for any such contraventionbreaches, conflictdefaults or other occurrences which, violationindividually or in the aggregate, default, termination, cancellation, acceleration or loss that would have not have resulted and could not reasonably be expected to result in a material adverse effect on Premier or any of its Subsidiaries taken as a wholeParent Material Adverse Effect.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for (a) Neither the execution and delivery by Parent, Sub and Merger Sub of this Purchase Agreement or the Registration Rights Agreement by Premier and nor the consummation by Premier Parent, Sub and Merger Sub of the transactions contemplated hereby and therebyin accordance with the terms hereof will (i) subject to the approvals referred to in Section 6.20, except for such filings conflict with or result in a breach of any provisions of the failure memorandum of which to be madeassociation or articles of association of Parent or the certificate of incorporation or bylaws of Sub or Merger Sub; (ii) violate, individually or conflict with, or result in a breach of any provision of, or 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 in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a wholeright of termination or cancellation of, or give rise to prevent a right of purchase under or materially delay accelerate the consummation performance required by, or result in the creation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any Lien upon any of the properties of Parent or its Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Parent or any of its Subsidiaries under any of the terms, conditions or provisions hereof of, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement, joint venture or thereof other instrument or obligation to which Parent or any of its Subsidiaries is a party, or by which Parent or any of its Subsidiaries or any of their properties is bound or affected; or (iiii) conflicts subject to the filings and other matters referred to in Section 6.6(b), contravene or conflict with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, rule, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise applicable to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier Parent or any of its Subsidiaries, except, except for such matters described in the case of clauses clause (ii) and or (iii)) as do not and are not reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Neither the execution and delivery by Parent, Sub or Merger Sub of this Agreement nor the consummation by Parent, Sub or Merger Sub of the transactions contemplated hereby in accordance with the terms hereof will require any consent, approval or authorization of, or filing or registration with, any governmental or regulatory authority, other than the Regulatory Filings and the filing of a listing application with the NYSE pursuant to Section 7.9(a) and the filing of the resolutions relating to the matters specified in Section 2.1 with the Registrar of Companies of the Cayman Islands, except for any such contraventionconsent, conflict, violation, default, termination, cancellation, acceleration approval or loss that would authorization the failure of which to obtain and for any filing or registration the failure of which to make does not and is not reasonably likely to have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeParent Material Adverse Effect.

No Conflict. Other than Except as Previously Disclosed in the filing Vision Bancshares Disclosure Schedule, subject to the required approval of a Form 4 this Agreement by the shareholders of Vision Bancshares, receipt of the required approvals of Governmental Authorities and an amendment ----------- to Premier's report on Schedule 13D under the Exchange ActRegulatory Authorities, expiration of applicable regulatory waiting periods, and no filing withrequired filings under federal and state securities laws, the execution, delivery and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution performance of this Purchase Agreement or the Registration Rights Agreement by Premier Agreement, and the consummation by Premier of the transactions contemplated hereby hereby, by Vision Bancshares and therebyits Subsidiaries do not and will not: (i) conflict with, except for or result in a violation of, or result in the breach of or a default (or with notice or lapse of time result in a default) under, or give rise to any Lien, any acceleration of remedies or any right of termination under any provision of: (A) any Law or administrative ruling of any Regulatory Authority applicable to Vision Bancshares or any of its Subsidiaries or any of their respective properties; (B) the Vision Bancshares Articles, the Vision Bancshares Bylaws or any other Governing Documents of Vision Bancshares, or the Governing Documents of any of Vision Bancshares’ Subsidiaries; (C) any Material Contract or any material governmental permit or license to which Vision Bancshares or any of its Subsidiaries is a party or by which any of their respective properties or assets may be bound, except, in the case of Contracts, such filings the failure conflicts, violations, breaches, defaults, Liens, accelerations of remedies or rights of termination which to be made, individually or in the aggregate, could aggregate would not reasonably be expected to have a material adverse effect Material Adverse Effect on Premier, and its Subsidiaries, taken as a whole, Vision Bancshares prior to the Merger or to prevent or materially delay the on Park upon consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with Merger; (D) any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulationorder, judgment, injunctionwrit, order injunction or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right Governmental Authority or obligation of Premier or any of its Subsidiaries or Regulatory Authority applicable to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier Vision Bancshares or any of its Subsidiaries, except, in the case of clauses ; or (ii) and (iii)violate the terms or conditions of, for any such contravention, conflict, violation, default, termination, or result in the cancellation, acceleration modification, revocation or loss that would not have a suspension of, any material adverse effect on Premier license, approval, certificate, permit or authorization held by Vision Bancshares or any of its Subsidiaries taken as a wholeSubsidiaries.

No Conflict. Other than the filing The execution and delivery of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Actthis Agreement does not, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier Related Agreements will not, and the consummation by Premier of the transactions contemplated hereby and therebyTransactions will not, conflict with or result in any violation of or default under (with or without notice or lapse of time, or both) or give rise to, any payment obligation, or a right of termination, cancellation, modification or acceleration of any obligation or loss of any benefit under (any such event, a “Conflict”) (i) any provision of Arena’s Organizational Documents, (ii) any Assumed Contract, or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Product Assets, the Product, the Compound, APD811 or the Clinical Trials, in each case, except for such filings the failure of which to be made, individually or in the aggregate, could as has not had and would not reasonably be expected to have a material adverse effect on Premierthat is detrimental to the Product Assets, the Product, the Compound, APD811 or the Clinical Trials. Section 4.1(c) of the Disclosure Schedules sets forth all necessary notices, consents, waivers and its Subsidiaries, taken as a wholeapprovals of parties to any Assumed Contracts that are required thereunder in connection with the Transactions, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contraventionAssumed Contract to remain in full force and effect without limitation, conflictmodification or alteration after the Closing so as to preserve all rights of, violationand benefits to, defaultUT under such Assumed Contracts from and after the Closing, terminationother than any limitation, cancellationmodification or alteration by UT. Following the Closing, acceleration or loss that would not have a material adverse effect on Premier or any UT will be permitted to exercise all of its Subsidiaries taken as a wholerights under the Assumed Contracts without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments that Arena would otherwise be required to pay pursuant to the terms of such Assumed Contracts had the Transactions not occurred.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. (a) Neither the execution and delivery by DVN and Newco of this Purchase Agreement or Agreement, the Registration Rights Agreement execution and delivery by Premier DVN of the Stock Option Agreements nor the consummation by Premier DVN and Newco of the transactions contemplated hereby or therebythereby in accordance with the terms hereof or thereof will: (i) conflict with or result in a breach of any provisions of the charter documents or bylaws of DVN or Newco; (ii) violate, nor compliance by Premier or conflict with, or result in a breach of any provision of, or 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 in a right of termination or cancellation of, or give rise to a right of purchase under or accelerate the performance required by, or result in the creation of any Lien upon any of the properties of DVN and its Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to DVN or any of its Subsidiaries under any of the terms, conditions or provisions hereof of, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement, joint venture or thereof other instrument or obligation to which DVN or any of its Subsidiaries is a party, or by which DVN or any of its Subsidiaries or any of their properties is bound or affected; or (iiii) conflicts contravene or conflict with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, rule, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise applicable to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier DVN or any of its Subsidiaries, except, in the case of clauses matters described in clause (ii) and or (iii), as would not have, individually or in the aggregate, a DVN Material Adverse Effect. (b) Neither the execution and delivery by DVN or Newco of this Agreement, the execution and delivery by DVN of the Stock Option Agreements nor the consummation by DVN or Newco of the transactions contemplated hereby or thereby in accordance with the terms hereof or thereof will require any consent, approval or authorization of, or filing or registration with, any governmental or regulatory authority, other than Regulatory Filings, and listing of the Newco Common Stock to be issued in the Merger on the Principal Exchange and the listing on the DVN Common Stock upon exercise of the option granted to PZE pursuant to the applicable Stock Option Agreement under the rules of the American Stock Exchange ("AMEX"), except for any such contraventionconsent, conflict, violation, default, termination, cancellation, acceleration approval or loss that authorization the failure of which to obtain and for any filing or registration the failure of which to make would not have prevent or materially delay the consummation of the Merger or otherwise prevent DVN from performing its obligations under this Agreement and would not have, individually or in the aggregate, a DVN Material Adverse Effect. (c) Other than as contemplated by Section 6.6(b), no consents, assignments, waivers, authorizations or other certificates are necessary in connection with the transactions contemplated hereby to provide for the continuation in full force and effect of all of DVN's material adverse effect on Premier contracts or leases or for DVN to consummate the transactions contemplated hereby, except when the failure to receive such consents or other certificates would not have, individually or in the aggregate, a DVN Material Adverse Effect. (d) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will: (a) result in any payment from DVN or its Subsidiaries (including severance, unemployment compensation, parachute payment, bonus or otherwise) becoming due to any director, employee or independent contractor of DVN or any of its Subsidiaries taken under any DVN Plan (as a wholedefined in Section 6.11) or otherwise; (b) materially increase any benefits otherwise payable under any DVN Plan or otherwise; or (c) result in the acceleration of the time of payment or vesting of any such benefits.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report Except as set forth on Schedule 13D under the Exchange Act4.2, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery of this Agreement, the European Purchase Agreement or and the Registration Rights Indemnification Agreement by Premier Serologicals and the consummation Parent Guaranty by Premier of the transactions contemplated hereby and therebyParent, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby herein and thereby. Neither therein by Serologicals, and the execution performance of the covenants and delivery agreements of this Purchase Agreement Serologicals contained herein and of Parent contained in the Parent Guaranty will not, with or without the giving of notice or the Registration Rights Agreement by Premier nor the consummation by Premier lapse of the transactions contemplated hereby time, or therebyboth, nor compliance by Premier (i) violate or conflict with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles certificate of Incorporation incorporation or bylaws of PremierSerologicals or Parent, (ii) contravenesviolate, conflicts conflict with or would constitute result in a violation breach or default or loss of rights under, result in, cause or create any liability, reassessment or revaluation of assets, or Lien pursuant to, or cause the termination or acceleration of or give any third party the right to modify, terminate, or accelerate any obligations under, any term or condition of any provision indenture, mortgage, lease, loan agreement, license, permit, contract, agreement or instrument to which Serologicals or Parent either is a party or by which any of their respective properties may be bound, (iii) violate or conflict with any law, regulationordinance, rule, order, judgment, injunctiondecree or ruling of any Governmental Authority applicable to Serologicals or Parent or any of their respective assets or properties, order (iv) result in the creation or decree binding imposition of any Lien upon Premierany assets or properties of Serologicals or Parent, or (iiiv) constitutes a default under or gives rise except for approval pursuant to the HSR Act and the FTA, require any right of terminationauthorization, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreementconsent, contract approval, exemption, or other instrument binding on Premier action by or notice or declaration to or filing with, any of its Subsidiaries court or any license, franchise, permit administrative or other similar authorization held by Premier governmental body or any of its Subsidiariesagency, except, except in the case cases of clauses (ii) and (iiiii)-(v), for any such contraventionviolations, conflictconflicts, violationbreaches, defaultLiens, terminationauthorizations, cancellationconsents or similar matters as to which requisite waivers or consents will have been obtained prior to the Closing or which individually, acceleration or loss that in the aggregate, would not have a material adverse effect on Premier impair Serologicals' ability to perform its obligations hereunder or any of under the European Purchase Agreement or the Indemnification Agreement or Parent's ability to perform its Subsidiaries taken as a wholeobligations under the Parent Guaranty.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange ActThe execution, delivery, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution performance of this Purchase Agreement and the Ancillary Agreements to which the Company or any of the Registration Rights Agreement by Premier Stockholders is a party, and the consummation by Premier the Stockholders and the Company of the transactions contemplated hereby and therebythereby do not and will not, with or without the giving of notice or the lapse of time, or both, (w) violate any provision of law, rule or regulation to which the Company is subject, (x) violate any order, judgment, or decree applicable to the Company, (y) violate any provision of the certificate of incorporation, bylaws or other governance documents of the Company or (z) except as disclosed on Schedule 5.3 of the Disclosure Schedules, violate or result in a breach of or constitute a default (or an event which might, with the passage of time or the giving of notice, or both, constitute a default) under, or require the consent of any third party under, or result in or permit the cancellation, termination or amendment of any provision of, or result in or permit the acceleration of the maturity or cancellation of performance of any obligation under, or result in the creation or imposition of any Encumbrance of any nature whatsoever upon any assets or property, whether tangible or intangible, or give to others any interests or rights therein under, any governmental or other permits, registrations, certificates, certifications, exemptions, licenses, approvals or authorizations or any indenture, deed of trust, mortgage, loan or credit agreement, contract, lease, or other agreement, instrument or commitment to which the Company is a party or by which the Company may be bound or affected, except for any such filings the failure of which to be madeviolations, individually breaches, defaults, required consents, terminations, accelerations, Encumbrances or rights that in the aggregate, could aggregate would not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, (i) materially hinder or to prevent or materially delay impair the consummation ability of the transactions contemplated hereby and thereby. Neither Company or the execution and delivery of Stockholders to perform their obligations under this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of Ancillary Agreements or to consummate the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof thereby or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation be material to the business of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeCompany.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for (a) Neither the execution and delivery by Parent and Sub of this Purchase Agreement or the Registration Rights Agreement by Premier and nor the consummation by Premier Parent and Sub of the transactions contemplated hereby and therebyin accordance with the terms hereof will: (i) conflict with or result in a breach of any provisions of the charter documents or bylaws of Parent or Sub; (ii) violate, except for such filings or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the failure of which to be made, individually termination or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a wholeright of termination or cancellation of, or give rise to prevent a right of purchase under, or materially delay accelerate the consummation performance required by, or result in the creation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any Lien upon any of the properties of Parent or its Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in the loss of a material benefit to Parent or any of its Subsidiaries under any of the terms, conditions or provisions hereof of, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement, joint venture or thereof other instrument or obligation to which Parent or any of its Subsidiaries is a party, or by which Parent or any of its Subsidiaries or any of their properties is bound or affected; or (iiii) conflicts subject to the governmental filings and other matters referred to in paragraph (b) of this Section 4.5, contravene or conflict with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, rule, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise applicable to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier Parent or any of its Subsidiaries, except, in the case of clauses matters described in clause (ii) and or (iii), as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Neither the execution and delivery by Parent or Sub of this Agreement nor the consummation by Parent or Sub of the transactions contemplated hereby in accordance with the terms hereof will require any consent, approval or authorization of, or filing or registration with, any governmental or regulatory authority, other than Regulatory Filings, and listing of the Parent Common Shares to be issued in the Merger on the New York Stock Exchange, except for any such contraventionconsent, conflict, violation, default, termination, cancellation, acceleration approval or loss that authorization the failure of which to obtain and for any filing or registration the failure of which to make would not have reasonably be expected to have, individually or in the aggregate, a material adverse effect on Premier or any of its Subsidiaries taken as a wholeParent Material Adverse Effect.

No Conflict. Other than This Agreement, the filing of Constituent Documents to which HEP is a Form 4 party and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Actexecution and delivery hereof and thereof by HEP do not, and no filing with, the fulfillment and no permit, authorization, consent or approval of, any Governmental Authority is necessary for compliance with the execution of this Purchase Agreement or the Registration Rights Agreement by Premier terms and conditions hereof and the consummation by Premier of the transactions contemplated hereby and therebywill not: (a) conflict with or violate any of, or require the consent of any person or entity under, the terms, conditions or provisions of the limited partnership agreement or limited liability company agreement of HEP, the ▇▇▇▇▇▇ LLCs or the Subsidiaries; (b) conflict with or violate any provision of, or require any consent, authorization or approval under, any law, statute, ordinance, rule or regulation or any judicial, administrative or arbitration order, award, judgment, writ, injunction or decree applicable to HEP, the ▇▇▇▇▇▇ LLCs or the Subsidiaries, except for such the consents or filings (i) required by the failure ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) or (ii) that have already been received, as set forth in Schedule 3.6(b); and (c) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by or any remedies or any rights of termination or cancellation or the loss of benefits or change in the rights or obligations of any party, or require any consent, authorization or approval under any indenture, mortgage or Lien, or, any contract (written or oral), plan, undertaking, instrument, commitment, agreement, arrangement or other legally binding instrument or contractual obligation (collectively, “Contracts”) or any license, permit, certificate, franchise, consent, approval, registration or authorization (collectively, “Permits”) to which HEP is a party or by which it is bound or to be madewhich any property of HEP is subject, except for those which would not, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on PremierMaterial Adverse Effect; (d) conflict with, and its Subsidiariesresult in a breach of, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under (whether with notice or gives rise to the lapse of time or both), or accelerate or permit the acceleration of the performance required by or any right remedies or any rights of termination, termination or cancellation or acceleration the loss of benefits or change in the rights or obligations of any right party, or obligation of Premier require any consent, authorization or approval under any material Contracts or any material Permits to which the ▇▇▇▇▇▇ LLCs or the Subsidiaries is a party or by which any of its Subsidiaries them is bound or to a loss which any property of the ▇▇▇▇▇▇ LLCs or the Subsidiaries is subject; or (e) result in the creation of any benefit to which Premier Lien on the Interests, the partnership interests of the Subsidiaries, or any of its Subsidiaries is entitled under any provision of any agreementassets, contract rights or other instrument binding on Premier properties of the ▇▇▇▇▇▇ LLCs or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its the Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a whole.

No Conflict. Other than (a) The execution and delivery of this Agreement and the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange ActOption Agreement do not, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby by this Agreement and thereby. Neither the execution Option Agreement and delivery compliance with the provisions of this Purchase Agreement and the Option Agreement will not, conflict with, or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby result in any violation of, or thereby, nor compliance by Premier with any of the provisions hereof or thereof default (i) conflicts with or results in any breach without notice or lapse of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premiertime, or (iiiboth) constitutes a default under under, or gives give rise to any a right of termination, cancellation or acceleration of any right obligation or obligation loss of Premier a benefit under, or result in the creation of any Lien upon any of the properties or assets of Lucent or Acquisition or any of Lucent's other Subsidiaries under, (i) the charter documents of Lucent or Acquisition, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization applicable to Lucent or Acquisition or any of Lucent's other Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in Section 3.4(b), any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Lucent or any of its Subsidiaries or to a loss of any benefit to which Premier their respective properties or any of its Subsidiaries is entitled under any provision of any agreementassets, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, exceptthan, in the case of clauses paragraph (b), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect on Lucent. (b) No consent, approval, order or authorization of, action by, or in respect of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Lucent or Acquisition in connection with the execution and delivery of this Agreement by Lucent and Acquisition or the execution and delivery of the Option Agreement by Lucent or the consummation by Lucent and Acquisition of the transactions contemplated by this Agreement or the consummation by Lucent of the transactions contemplated by the Option Agreement, except for (i) the filing of a premerger notification and report form by Lucent under the HSR Act and any applicable filings and approvals under similar foreign antitrust laws and regulations; (ii) the filing with the SEC of (A) the Lucent Registration Statement and (iiiB) such reports under Section 13(a), for any 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the Option Agreement and the transactions contemplated by this Agreement and the Option Agreement; (iii) the filing of the Articles of Merger with the Secretary of State of the State of Washington and appropriate documents with the relevant authorities of other states in which Lucent is qualified to do business; (iv) such contraventionfilings with and approvals of the NYSE to permit the shares of Lucent Common Stock that are to be issued in the Merger to be listed on the NYSE; (v) filings with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws and (vi) such consents, conflictapprovals, violation, default, termination, cancellation, acceleration orders or loss that would authorizations the failure of which to be made or obtained individually or in the aggregate could not reasonably be expected to have a material adverse effect Material Adverse Effect on Premier or any of its Subsidiaries taken as a wholeLucent.

No Conflict. Other than the filing (a) None of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery by Parent of this Purchase Agreement or the Registration Rights Agreement by Premier nor Transaction Documents to which it is a party, the consummation by Premier Parent of the transactions contemplated hereby or thereby, nor or the compliance by Premier Parent with any of the provisions hereof or thereof will (i) conflicts with conflict with, or results result in any breach of the Articles of Incorporation violation of, its Organizational Documents or bylaws of Premier, any Law or (ii) contravenesconflict with, conflicts with or would constitute a result in any violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premierdefault under, or (iii) constitutes a default under or gives give rise to any a right of terminationtermination or cancellation under, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit Contract to which Premier Parent is a party or any of by which Parent or its Subsidiaries is entitled under any provision of any agreement, contract properties or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiariesassets are bound, except, in the case of clauses this clause (ii), for such conflicts, violations, defaults, terminations or cancellations as would not reasonably be expected to, individually or in the aggregate, prevent or materially delay the ability of Parent to enter into and perform its obligations under this Agreement or the Transaction Documents to which it is a party or consummate the transactions contemplated hereby or thereby. (b) No consent, waiver, approval, order or Permit of, or declaration or filing with, or notification to, any Governmental Authority is required on the part of Parent in connection with the execution and delivery by Parent of this Agreement or the Transaction Documents to which it is a party or the consummation by Parent of the transactions contemplated hereby or thereby, except for (i) such consents, waivers, approvals, ordes, permits, declarations, filings or notifications expressly contemplated herein or (ii) such consents, waivers, approvals, orders, Permits, declarations, filings or notifications, the failure of which to make or obtain, would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of Parent to enter into and perform its obligations under this Agreement or the Transaction Documents to which it is a party or consummate the transactions contemplated hereby or thereby. (iii)c) Parent has not made any general assignment for the benefit of creditors, become insolvent or filed a petition for voluntary bankruptcy or filed a petition or answer seeking reorganization or an arrangement or composition, extension or readjustment of its indebtedness or consented, in any such contraventioncreditors’ proceeding, conflict, violation, default, termination, cancellation, acceleration to the appointment of a receiver or loss that would not have a material adverse effect on Premier trustee of Parent for the property or any part thereof of its Subsidiaries taken as a wholeany of them or been named in an involuntary bankruptcy proceeding and to the Knowledge of Parent, no such actions are contemplated or have been threatened.

No Conflict. Other than (a) Subject to the filing Consents (as defined below) referred to in Section 3.7, none of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Actexecution, and no filing with, and no permit, authorization, consent delivery or approval of, any Governmental Authority is necessary for performance by the execution Corporation of this Purchase Agreement and the other Financing Agreements or the Registration Rights Agreement by Premier and the consummation by Premier the Corporation of the transactions contemplated hereby issuance and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation sale of the transactions contemplated hereby Senior Preferred Stock and thereby. Neither the execution and delivery Warrants will conflict with, violate or constitute a breach of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof a default under (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of PremierCorporation’s Organizational Documents, (ii) contravenesany bond, conflicts with note, loan or would constitute other evidence of indebtedness, indenture, mortgage, deed of trust, lease or any other agreement or instrument (collectively, “Applicable Contracts”) to which the Corporation is a violation of any provision of any law, regulation, judgment, injunction, order party or decree binding upon Premierby which it is bound, or (iii) constitutes a default under any federal, state or gives rise to any right of terminationlocal law, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries judgment, decree, rule, regulation, order, writ, determination, award or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreementinjunction (collectively, contract or other instrument “Applicable Law”) binding on Premier or any of its Subsidiaries or any licenseupon the Corporation, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, except in the case of clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Subject to the Consents referred to in Section 3.7, none of the execution, delivery or performance by the Corporation or Merger Sub of the Merger Agreement or the consummation by the Corporation or Merger Sub of the transactions contemplated thereby will conflict with, violate or constitute a breach of or a default under (i) the Organizational Documents of the Corporation or Merger Sub, respectively, (ii) any Applicable Contracts to which the Corporation or Merger Sub is a party or by which it is bound (subject to consummation of the Initial Closing Date Refinancing and the refinancing of certain existing third party indebtedness for borrowed money of the Target and its subsidiaries on or prior to the Acquisition Closing Date as contemplated by the Merger Agreement), for or (iii) any such contraventionApplicable Law binding on the Corporation or Merger Sub, conflictexcept in the case of clauses (ii) and (iii) as would not, violationindividually or in the aggregate, defaultreasonably be expected to (x) enjoin, termination, cancellation, acceleration prevent or loss that would not materially delay the consummation by the Corporation and Merger Sub of the Acquisition or (y) to have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeMaterial Adverse Effect.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report Except as set forth on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution 3.3: (a) None of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement the Transaction Documents by Parent or Seller, the Registration Rights Agreement performance by Premier nor the consummation by Premier Parent or Seller of the transactions contemplated hereby or thereby, nor compliance by Premier Parent or Seller with any of the provisions hereof thereof, will conflict with, or thereof (i) conflicts result in any violation or breach of, conflict with or results in any breach of the Articles of Incorporation or bylaws of Premier, default (ii) contravenes, conflicts with or would constitute a violation without notice or lapse of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premiertime, or (iiiboth) constitutes a default under under, or gives give rise to any a right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of a material benefit under, or give rise to any benefit obligation of Parent or Seller to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Liens upon any of the properties or assets of the Company or the Subsidiary under, any provision of (i) the Charter Documents of the Company or the Subsidiary; (ii) the Charter Documents of Parent or Seller; (iii) any Material Contract or Permit to which Premier the Company or the Subsidiary are a party or by which any of the properties or assets of the Company or the Subsidiary are bound; (iv) any Order applicable to the Company or the Subsidiary or any of its Subsidiaries the properties or assets of the Company and the Subsidiary; or (v) any applicable Rule. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is entitled under any provision required on the part of any agreementParent or Seller in connection with (i) the execution and delivery of the Transaction Documents, contract the compliance by Parent or other instrument binding on Premier or Seller with any of its Subsidiaries the provisions thereof, or any licensethe consummation of the transactions contemplated thereby, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) the continuing validity and (iii)effectiveness immediately following the Closing of any Permit or Material Contract of the Company or the Subsidiary; provided, for any such contraventionhowever, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeParent will be required to make the Seller SEC Filings.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier such Shareholder, nor the consummation performance by Premier such Shareholder of the transactions contemplated hereby or therebyits obligations hereunder will, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with require any consent, approval, authorization or results in permit of, registration, declaration or filing (except for such filings as may be required under the federal securities laws or as would not reasonably be expected to prevent, materially delay or otherwise materially impair such Shareholder’s ability to perform its obligations hereunder) with, or notification to, any breach of the Articles of Incorporation or bylaws of Premiergovernmental entity, (ii) contravenesif such Shareholder is an entity, conflicts with or would constitute result in a violation of of, or default under, or conflict with any provision of any lawits certificate of incorporation, regulationbylaws, judgmentpartnership agreement, injunctionlimited liability company agreement or similar organizational documents, order or decree binding upon Premier, or (iii) constitutes result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under (or gives give rise to any right of termination, cancellation cancellation, or acceleration acceleration) under any contract, trust, agreement, instrument, commitment, arrangement or understanding applicable to such Shareholder or such Shareholder’s Subject Shares, or result in the creation of any right a security interest, lien, charge, encumbrance, equity or obligation of Premier or claim with respect to any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiariessuch Shareholder’s Subject Shares, except, in the case of clauses (ii) and clause (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that . as would not have reasonably be expected to prevent, materially delay or otherwise materially impair such Shareholder’s ability to perform its obligations hereunder. (iv) require any consent, authorization or approval of any Person other than a material adverse effect on Premier governmental entity, except, in the case of clause (iv), as would not reasonably be expected to prevent, materially delay or otherwise materially impair such Shareholder’s ability to perform its obligations hereunder or (v) violate or conflict with any order, writ, injunction, decree, rule, regulation or law applicable to such Shareholder or such Shareholder’s Subject Shares. If such Shareholder is a married individual and such Shareholder’s Subject Shares constitute community property or otherwise need spousal approval in order for this Agreement to be a legal, valid and binding obligation of such Shareholder, this Agreement has been duly authorized, executed and delivered by, and constitutes a legal, valid and binding obligation of, such Shareholder’s spouse, enforceable against such spouse in accordance with its Subsidiaries taken terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is considered in a wholeproceeding in equity or at law).

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report (i) ‎Except for those set forth on Schedule 13D 4.3(c) (collectively, the “Parent ‎Required Governmental Authorizations”) and the applicable expiration or termination of the ‎applicable waiting period under the Exchange HSR Act, and no filing withconsent, and no permitapproval, authorization, consent authorization or approval permit of, any or filing with or notification to, ‎any Governmental Authority is necessary for required on the execution part of Parent in connection with the ‎execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier and, as of the transactions contemplated hereby and therebyClosing, except for such filings the failure of which to be made, individually other Transaction ‎Documents by Parent or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither ‎thereby (including the execution conversion or exercise provisions of the Preferred Stock), except filings, consents or approvals which, if not made or obtained, would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (ii) Assuming receipt of the Parent Required Governmental Authorizations and the applicable expiration or termination of the applicable waiting period under the HSR Act, the execution, delivery and performance of this Purchase Agreement or and the Registration Rights Agreement other Transaction Documents by Premier nor Parent does not, and the consummation by Premier of the transactions contemplated hereby and thereby (including the conversion or thereby, nor exercise provisions of the Preferred Stock) and compliance by Premier Parent with any of the provisions hereof or and thereof (iincluding the conversion or exercise provisions of the Preferred Stock) conflicts will not, conflict with, or result in any violation or breach of, or default (with or results in any breach without notice or lapse of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premiertime, or (iiiboth) constitutes a default under under, or gives give rise to any a right of of, or result in, termination, cancellation cancellation, modification or acceleration of any right obligation or obligation to the loss of Premier a material benefit under, or result in the creation of any Encumbrance in or upon any of the properties, assets or rights of Parent or any of its Subsidiaries under, or give rise to a loss any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any benefit Person pursuant to, any provision of Parent’s Organizational Documents, or Organizational Documents of any Subsidiary of Parent, any bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other Contract, commitment, agreement, instrument, obligation, arrangement, understanding, undertaking, permit, concession or franchise, whether oral or written to which Premier Parent or any of its Subsidiaries is entitled under any provision of any agreement, contract a party or other instrument binding on Premier by which Parent or any of its Subsidiaries or any licenseof their respective properties or assets may be bound or subject to the Parent ‎Required Governmental Authorizations, franchise, permit any Law or other similar authorization held by Premier any rule or regulation of the NYSE applicable to Parent or any of its SubsidiariesSubsidiaries or by which Parent or any of its Subsidiaries or any of their respective properties or assets may be bound, except, in the case of with respect to clauses (iib) and (iiic), for any such contraventionmatters that have not had, conflict, violation, default, termination, cancellation, acceleration or loss that and would not have reasonably be expected to have, individually or in the aggregate, a material adverse effect on Premier or any Parent Material Adverse Effect‎. (iii) The Stockholder Consent is the only approval of its Subsidiaries taken as a wholeParent’s stockholders necessary to consummate the transactions contemplated by this Agreement, including the Merger and the ▇▇▇▇▇ Purchase Agreement.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. (i) Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier Parent or Merger Sub, nor the consummation by Premier Parent or Merger Sub of the transactions contemplated hereby or thereby, nor compliance by Premier Parent or Merger Sub with any of the provisions hereof herein will (A) result in a violation or thereof (i) conflicts breach of, contravene or conflict with or results in any breach the certificate of the Articles of Incorporation incorporation or bylaws of PremierParent or Merger Sub, (iiB) contravenesassuming compliance with the matters referred to in Section 5(b)(ii), conflicts conflict with or would constitute result in a violation or breach of any applicable Judgment or any provision of any lawapplicable Law, regulation(C) assuming compliance with the matters referred to in Section 5(b)(ii), judgmentrequire any consent or other action by any Person under, injunction, order or decree binding upon Premierconstitute a default, or (iii) constitutes an event that, with or without notice or lapse of time or both, would constitute a default under under, or gives rise to any right of cause or permit the termination, cancellation or acceleration or other change of any right or obligation of Premier or any of its Subsidiaries or to a the loss of any benefit to which Premier Parent or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument Contract binding on Premier upon Parent or any of its Subsidiaries or any licenseAuthorization affecting, franchiseor relating in any way to, permit the assets or other similar authorization held by Premier business of Parent and its Subsidiaries or (D) result in the creation or imposition of any Lien on any asset of Parent or any of its Subsidiaries, exceptexcept as would not, in the case of clauses (iiB), (C) and (iiiD), for any such contraventionreasonably be expected to have, conflictindividually or in the aggregate, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier the ability of Parent and Merger Sub to perform their respective obligations under this Agreement. (ii) The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement require no action by or in respect of, or filing with, any Governmental Authority, except for (A) compliance with any applicable requirements of the Securities Act, the Exchange Act or any other United States state or federal securities Laws, (B) compliance with any NASDAQ rules and (C) actions or filings the failure of its Subsidiaries taken as which to make or obtain has not had and would not reasonably be expected to have, individually or in the agregate, a wholematerial adverse effect on the ability or Parent and Merger Sub to perform their respective obligations under this Agreement.

No Conflict. Other than Except as set forth in Schedule 3.4(d) of the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange ActChateau Disclosure Letter, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier Chateau OP does not, and the consummation by Premier of the transactions contemplated hereby by this Agreement and therebycompliance by Chateau OP with the provisions of this Agreement will not, 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, consent, cancellation or acceleration of any material obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Chateau OP under, (i) the Chateau Partnership Agreement, as amended or supplemented to the date of this Agreement, (ii) any loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease or other agreement, instrument, permit, concession, franchise or license applicable to Chateau OP or its respective properties or assets or (iii) any Laws applicable to Chateau OP or their respective properties or assets, other than, in the case of clause (ii) or (iii) any such conflicts, violations, defaults, rights, loss or Liens that individually or in the aggregate would not reasonably be expected to (A) have a Chateau Material Adverse Effect or (B) prevent or materially impair the ability of Chateau OP to perform any of its obligations hereunder or prevent or materially threaten or impede the consummation of the transaction contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Chateau OP in connection with the execution and delivery of this Agreement by Chateau OP or the consummation by Chateau OP of the transaction contemplated by this Agreement, except for (i) such filings as may be required in connection with the failure payment of which any transfer and gains taxes and (ii) such other consents, approvals, orders, authorizations, registrations, declarations and filings (A) as are set forth in Schedule 3.4(d) of the Chateau Disclosure Letter or (B) as may be required under (x) federal, state or local environmental laws or (y) the "blue sky" laws of various states, to the extent applicable, or (C) which, if not obtained or made, would not prevent or delay in any material respect the consummation of any of the transactions contemplated by this Agreement or otherwise prevent Chateau OP from performing their obligations under this Agreement in any material respect or reasonably be madeexpected to have, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeChateau Material Adverse Effect.

No Conflict. Other than (i) the filing of a Form 4 3 and an amendment ----------- to Premier's report a Report on Schedule 13D under the Exchange Act, (ii) compliance with any applicable requirements of the HSR Act, (iii) compliance with any applicable requirements of the United States Department of Transportation (the "DOT") and the European Commission, (iv) listing the Exchange Shares for quotation on the NASDAQ National Market and (v) the filing of a certificate of merger with respect to the Merger with the Secretary of State of the State of Delaware and appropriate documents in other states where Parent is qualified to do business, no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier Parent or Holdco Sub and the consummation by Premier Parent and Holdco Sub of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on PremierParent, Holdco Sub and its Subsidiariestheir subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier Parent or Holdco Sub nor the consummation by Premier Parent or Holdco Sub of the transactions contemplated hereby or thereby, nor compliance by Premier Parent or Holdco Sub with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation charter or bylaws of PremierParent or Holdco Sub, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon PremierParent or Holdco Sub, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier Parent or Holdco Sub or any of its Subsidiaries their respective subsidiaries or to a loss of any benefit to which Premier Parent or Holdco Sub or any of its Subsidiaries their respective subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier Parent or Holdco Sub or any of its Subsidiaries their respective subsidiaries or any license, franchise, permit or other similar authorization held by Premier Parent or Holdco Sub or any of its Subsidiariestheir respective subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier Parent or any of its Subsidiaries Holdco Sub and their respective subsidiaries taken as a whole. The Merger will be consummated without the vote of the stockholders of Parent, pursuant to the provisions of Section 251(g) of the DGCL.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. (a) Neither the execution and delivery by Parent and Merger Sub of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier Parent and Merger Sub of the transactions contemplated hereby in accordance with the terms hereof or therebythereof will: (i) conflict with or result in a breach of any provision of the articles of incorporation or by-laws of Parent and Merger Sub or equivalent organizational documents; (ii) violate, nor compliance by Premier or conflict with, or result in a breach of any provision of, or 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 cancellation or in a right of termination or cancellation of, or accelerate the performance required by, or result in the creation of any Lien upon any of the provisions hereof properties, assets or thereof rights of Parent or its Subsidiaries under, or result in being declared void, voidable or without further binding effect, or otherwise result in a detriment to Parent or any of its Subsidiaries under any note, bond, mortgage, indenture, deed of trust, license, concession, franchise, permit, lease, sublease, contract or agreement to which Parent or any of its Subsidiaries is a party, or by which Parent or any of its Subsidiaries or any of their respective properties, assets or rights may be bound or affected; or (iiii) conflicts subject to the filings and other matters referred to in Section 5.3(b), contravene or conflict with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, rule, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise applicable to any right of termination, cancellation or acceleration of any right or obligation of Premier Parent or any of its Subsidiaries or to a loss of any benefit to by which Premier its or any of its Subsidiaries is entitled under any provision of any agreementtheir respective properties, contract assets or other instrument binding on Premier or any of its Subsidiaries or any licenserights are bound, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, exceptexcept for such matters, in the case of clauses matters described in clause (ii) and or (iii), that do not, individually or in the aggregate, constitute a Parent Material Adverse Effect. (b) Neither the execution and delivery by Parent and Merger Sub of this Agreement nor the consummation by Parent and Merger Sub of the Transactions in accordance with the terms hereof will require any consent, approval, qualification, authorization or permit of, action by, filing or registration with, or notification to, any Governmental Authority other than (i) Regulatory Filings and the filings and notifications required under applicable Non-U.S. Antitrust Laws in the jurisdictions listed in Section 5.3(b) of the Parent Disclosure Letter, (ii) the filing of the Articles of Merger with the Secretary of State of the State of Missouri, and (iii) any filing, consent, approval, qualification, authorization, permit, decision or action, the failure of which to obtain, and for any such contraventionfiling, conflictregistration or notification the failure of which to make, violationdoes not, defaultindividually or in the aggregate, termination, cancellation, acceleration or loss that would not have constitute a material adverse effect on Premier or any of its Subsidiaries taken as a wholeParent Material Adverse Effect.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier All Contracts listed in Section 2.7 of the transactions contemplated hereby and thereby, except for such filings the failure of which VGX Disclosure Letter relating to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof either (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held VGX Intellectual Property owned by Premier VGX or any of its Subsidiaries, except, in the case of clauses or (ii) Inbound Licenses, are in full force and (iii)effect. This Agreement will neither violate nor result in the material breach, for any such contraventionmaterial modification, conflict, violation, defaultcancellation, termination, cancellationsuspension of, or material acceleration of any payments with respect to, such Contracts. VGX or loss its Subsidiaries, as the case may be, is in material compliance with, and has not materially breached any term of any such Contracts and, to the Knowledge of VGX, all other parties to such Contracts are in compliance with, and have not materially breached any term of, such Contracts. Following the Closing Date, the Surviving Entity will be permitted to exercise all of VGX’s rights or the rights of any of VGX’s Subsidiaries, as the case may be, under such Contracts and all rights with respect to VGX Intellectual Property under such Contracts to the same extent VGX or any of its Subsidiaries, as the case may be, would have been able to had the Merger not occurred and without the payment of any material additional amounts or consideration other than ongoing fees, royalties or payments that would not have a material adverse effect on Premier VGX or any of its Subsidiaries taken would otherwise be required to pay. Neither this Agreement nor the Merger, will result in (A) VGX or any of its Subsidiaries, or after the Effective Time Inovio or the Surviving Entity, granting to any third party any right to or with respect to any material VGX Intellectual Property right not already so licensed by VGX or any of its Subsidiaries, (B) Inovio or the Surviving Entity being bound by, or subject to, any non-compete or other material restriction on the operation or scope or their respective businesses, or (C) Inovio or the Surviving Entity being obligated to pay any royalties or other material amounts to any third party in excess of those payable by VGX of any of its Subsidiaries, as a wholethe case may be, prior to the Closing.

No Conflict. Other than Subject to the filing Acquiror Stockholder Approval and the receipt of a Form 4 the consents, approvals, authorizations and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Actother requirements set forth in Section 6.7, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery by Acquiror and Merger Sub of this Purchase Agreement or and the Registration Rights Agreement by Premier other documents contemplated hereby to which Acquiror and Merger Sub, as applicable, are a party and the consummation by Premier of the transactions contemplated hereby and therebythereby do not and will not (a) violate or conflict with any provision of, except for or result in the breach of, or default under the Governing Documents of Acquiror or Merger Sub, (b) violate or conflict with any provision of, or result in the breach of, or default under any Law or Governmental Order applicable to Acquiror or Merger Sub, (c) violate or conflict with any provision of, or result in the breach of, result in the loss of any right or benefit, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under any material Contract to which Acquiror or Merger Sub is a party or by which Acquiror or Merger Sub may be bound, or terminate or result in the termination of any such filings material Contract or (d) result in the failure creation of which any Lien upon any of the properties or assets of Acquiror or Merger Sub, except, in the case of clauses (b) through (d), to be madethe extent that any such violations, conflicts, breaches, defaults or other occurrences would not, individually or in the aggregate, could not reasonably be expected to have a be material adverse effect on Premier, to Acquiror and its Subsidiaries, taken as a whole, or have a material adverse effect on the ability of Acquiror or Merger Sub to prevent perform any obligation of Acquiror or materially delay Merger Sub under this Agreement or the documents to which Acquiror or Merger Sub is a party contemplated hereby or the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a whole.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. (a) Neither the execution and delivery by Parent and Merger Sub of this Purchase Agreement or Agreement, the Registration Rights Agreement execution and delivery by Premier Parent of the Stock Option Agreements nor the consummation by Premier Parent and Merger Sub of the transactions contemplated hereby or therebythereby in accordance with the terms hereof or thereof will: (i) conflict with or result in a breach of any provisions of the certificate of incorporation or bylaws of Parent or Merger Sub; (ii) violate, nor compliance by Premier or conflict with, or result in a breach of any provision of, or 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 in a right of termination or cancellation of, or give rise to a right of purchase under or accelerate the performance required by, or result in the creation of any Lien upon any of the properties of Parent or its Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Parent or any of its Subsidiaries under any of the terms, conditions or provisions hereof of, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement, joint venture or thereof other instrument or obligation to which Parent or any of its Subsidiaries is a party, or by which Parent or any of its Subsidiaries or any of their properties is bound or affected; or (iiii) conflicts contravene or conflict with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation13 18 (b) Neither the execution and delivery by Parent or Merger Sub of this Agreement, judgmentthe execution and delivery by Parent of the Stock Option Agreements nor the consummation by Parent or Merger Sub of the transactions contemplated hereby or thereby in accordance with the terms hereof or thereof will require any consent, injunction, order approval or decree binding upon Premierauthorization of, or (iii) constitutes a default under filing or gives rise registration with, any governmental or regulatory authority, other than Regulatory Filings, and listing of the Parent Common Stock to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, be issued in the case Merger and upon exercise of clauses (ii) and (iii)the option granted to the Company pursuant to the applicable Stock Option Agreement under the rules of the NYSE, except for any such contraventionconsent, conflict, violation, default, termination, cancellation, acceleration approval or loss that authorization the failure of which to obtain and for any filing or registration the failure of which to make would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeParent Material Adverse Effect.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report (a) Except for those set forth on Schedule 13D 5.3(a) (collectively, the “Buyer Required Governmental Authorizations”) and the applicable expiration or termination of the applicable waiting period under the Exchange HSR Act, and no filing withconsent, and no permit, authorization, consent authorization or approval of, of any Governmental Authority is necessary for required on the part of the Buyer in connection with the execution and delivery of this Purchase Agreement and, as of the Closing, the other Transaction Documents by the Buyer or any Affiliate of the Buyer or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except (i) those consents, authorizations or approvals that may be required because of the Seller’s participation in the transactions contemplated by this Agreement and the other Transaction Documents and (ii) those consents, authorizations or approvals of any Governmental Authority customarily given or obtained post-closing for transactions of the type contemplated herein. (b) Except as set forth on Schedule 5.3(b) and assuming receipt of the Buyer Required Governmental Authorizations, the execution and delivery of this Agreement and, as of the Closing, the other Transaction Documents by the Buyer and the performance by the Buyer of the Buyer’s obligations hereunder and thereunder, will not result in (i) any conflict with, or violation or breach of, or default under, any provision of the Organizational Documents of the Buyer, (ii) any breach or violation of or default under, constitute or give rise to a termination or right of termination of, acceleration of any obligation or loss of any benefit under, or require the consent, authorization or approval of any Person (other than a Governmental Authority) with respect to any material Contract to which the Buyer is a party or by which the Buyer or any of its properties or assets are bound, (iii) a violation of or default under any Law or Governmental Authorization to which the Buyer is or has been subject, (iv) the creation or imposition of any Lien or (v) constitute an event which, after notice or lapse of time or both, would result in any such filings breach, violation, termination or creation of a Lien, except, in the failure case of which to be madethe foregoing clauses (ii), (iii) and (iv) as would not, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeBuyer Material Adverse Effect.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report Except as disclosed on Schedule 13D under 2.05 or as contemplated in the Exchange ActWEAU Agreement and assuming compliance with the Hart-Scott Act and the receipt ▇▇ ▇▇▇ ▇▇▇essary FCC approvals, neither the execution, delivery and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution performance of this Purchase Agreement or the Registration Rights Agreement Other Agreements to which it is a party by Premier and either the consummation by Premier Company or any of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier Stockholders nor the consummation by Premier the Company or any of the Stockholders of the transactions contemplated hereby or therebythereby will (i) conflict with or result in a violation, nor compliance by Premier with contravention or breach of any of the terms, conditions or provisions hereof or thereof (i) conflicts with or results in any breach of the Articles Certificate of Incorporation Incorporation, as amended, or bylaws the By-Laws, as amended, of Premierthe Company or any of the Subsidiaries, (ii) contravenes, conflicts conflict with or would constitute result in a violation violation, contravention or breach of any provision of the terms, conditions or provisions of the partnership agreement, certificate of limited partnership or other governing document or agreement of any lawof the Stockholders, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes result in a default under Default under, or gives rise to any right of termination, cancellation require the consent or acceleration approval of any right party to, any Contract or obligation License of Premier the Company or any of its the Subsidiaries required to be set forth on one or to a loss more of the Schedules contemplated by Section 2.23 hereof or any Contract or License of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, exceptthe Stockholders (which, in the case of clauses the Stockholders, would (iia) and affect the ability of the Stockholders to consummate the transactions contemplated hereby or (iiib) result in any Liability to Purchaser), for (iv) result in the violation of any such contraventionLaw or Order applicable to the Company, conflictany of the Subsidiaries or any of the Stockholders (which, violationin the case of the Stockholders, defaultwould (a) affect the ability of the Stockholders to consummate the transactions contemplated hereby or (b) result in any Liability to Purchaser) or (v) result in the creation or imposition of any Lien applicable to the Stock, terminationthe Company or any of the Subsidiaries, cancellation, acceleration or loss that except in each case as would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeMaterial Adverse Effect.

No Conflict. Neither the execution and delivery by the Company of this Agreement, the performance by the Company of its obligations hereunder nor the issuance, sale and delivery of the Securities and the Warrant will result in any violation of, be in conflict with, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel or constitute a default under or result in the imposition of any lien under, with or without the passage of time or the giving of notice: (a) any provision of the Company’s Articles of Incorporation, as amended, restated or modified (the “Articles of Incorporation”) or Bylaws, as amended, restated or modified (the “Bylaws”); (b) any provision of any judgment, decree or order to which the Company is a party or by which it is bound; (c) any material contract or agreement to which the Company is a party or by which it is bound; or (d) assuming receipt of the Required Shareholder Approval (as defined herein), any statute, rule or governmental regulation applicable to the Company or its assets; except, in the case of each of the foregoing, where such violation, conflict, termination, lien, cancellation, modification or default would not have a Material Adverse Effect (as hereinafter defined) and except, in the case of each of the foregoing, provisions, contracts, agreements, statutes, rules or governmental regulations as to which authorizations, consents, amendments, waivers and approvals will have been obtained or effected at or prior to the Closing. Other than state blue sky securities filings, the filing of a Form 4 D with the Securities and an amendment ----------- Exchange Commission (the “SEC”), any securities filings with foreign governments or agencies or any consents that have been obtained, the Company has not been or is not required to Premier's report on Schedule 13D under the Exchange Actgive any notice to, and no make any filing with, and no permit, or obtain any authorization, consent or approval of, of any Governmental Authority is necessary governmental entity for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement Agreement, the Securities or the Registration Rights Agreement by Premier nor Warrant. As used herein, the consummation by Premier term “Material Adverse Effect” shall mean any effect, change, event, state of fact, development, circumstance or condition (including changes in laws, rules or regulations applicable to the Company and its business) which, when considered individually or in the aggregate with all other effects, changes, events, state of facts, developments, circumstances and conditions, has materially and adversely affected, or could reasonably be expected to materially and adversely affect, the results of operations, financial condition, assets, liabilities, or business of the transactions contemplated hereby or therebyCompany and its subsidiaries taken as a whole; provided, nor compliance by Premier with any of the provisions hereof or thereof however, that a “Material Adverse Effect” shall not be deemed to include (i) conflicts with any changes resulting from general economic or results in any breach of the Articles of Incorporation or bylaws of Premierpolitical conditions, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, circumstances that affect the precious metals industry and/or the retail jewelry industry generally or (iii) constitutes a default under force majeure events, acts of terrorism or gives rise to any right acts of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholewar.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report (a) Except as set forth on Schedule 13D under the Exchange ActSCHEDULE 4.4(A), and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither neither the execution and delivery of this Purchase Agreement Agreement, the other Transaction Documents and the other instruments and agreements to be executed herewith or the Registration Rights Agreement by Premier therewith nor the consummation by Premier of any or all of the transactions contemplated hereby or therebyContemplated Transactions, nor compliance by Premier with any the operation of the provisions hereof or thereof Business by the Capri Companies following the Closing substantially in the same manner as the Business was operated prior to the Closing, will (i) conflicts with or results in violate any breach provision of the Articles respective Organizational Documents of Incorporation the Capri Companies or bylaws of Premier, (ii) contravenesviolate, conflicts or be in conflict with, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a violation default) under, or require any consent under, or result in the termination of, or accelerate the performance required by, or excuse performance by any Person of any provision of its obligations under, or cause the acceleration of the maturity of any lawdebt or obligation pursuant to, regulation, judgment, injunction, order or decree binding result in the creation or imposition of any Lien upon Premierany property or assets of the Capri Companies or any of their Affiliates under any agreement required to be listed on SCHEDULE 4.15, or (iii) constitutes a default under assuming that all consents, approvals, orders, authorizations, licenses, permits, filings and notices set forth on SCHEDULE 4.4(A) have been obtained, violate any statute or gives rise law or any judgment, decree, order, regulation or rule of, or agreement with, or require any notice to, consent, approval or authorization of, or declaration, filing or registration with, any court or other Regulatory Body applicable to any right of termination, cancellation or acceleration of any right or obligation of Premier the Capri Parties or any of their respective Affiliates, except where the failure to obtain the same would not result in a Material Adverse Effect. (b) The Issuers have delivered to the Investor true and correct copies of the Credit Enhancement Documents. The Credit Enhancement Documents have been duly and effectively terminated and released and the Credit Enhancers have no further rights under or relating to the Credit Enhancement Documents, except for the Credit Enhancement Clawback Right. The Credit Enhancement Clawback Right is the right granted by certain of the Capri Parties to the Credit Enhancers providing for payment to the Credit Enhancers of a portion of the proceeds if certain subsequent transactions involving the acquisition of CCLP are entered into (but excluding such acquisitions by the party providing financing for the repayment of the Bank Term Loan and the payment of the Credit Enhancement Termination Fee (as defined in the Transaction Agreement)), pursuant to the Credit Enhancement Clawback Agreement. The Credit Enhancement Clawback Right does not apply to any transfer to the Investor or its Affiliates of interests in the Capri Companies as contemplated by this Agreement (including, without limitation, subsequent transfers to, or merger of CCLP and its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of (not including CCA and its Subsidiaries) with, exceptas applicable, in PW Funding (so long as PW Funding remains an Affiliate of Investor at the case time of clauses (ii) and (iiisuch transfer or merger), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a whole).

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier Agreement, nor the consummation by Premier or performance of the transactions contemplated hereby Transactions, will: (a) directly or thereby, nor compliance by Premier with any of the provisions hereof or thereof indirectly (i) conflicts with or results without notice, lapse of time or both) conflict with, result in any a breach of the Articles of Incorporation or bylaws of Premierviolation of, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order default (or decree binding upon Premier, or (iii) constitutes a default under or gives give rise to any right of termination, cancellation cancellation, acceleration, suspension or acceleration modification of any right obligation or obligation loss of Premier any benefit) under, constitute a change in control under, result in any payment becoming due under, result in the imposition of any Encumbrances on any of the Common Shares or any of its Subsidiaries the properties or to a loss assets of any benefit Acquired Company under, or otherwise give rise to which Premier any right on the part of any Person to exercise any remedy or obtain any relief under: (i) the Organizational Documents of any Acquired Company; (ii) any Governmental Authorization, except as set forth in Section 3.3(b); (iii) any Material Contract; or (iv) any Law or Judgment applicable to any Acquired Company or any of its Subsidiaries is entitled under their respective properties or assets, except as set forth in Section 3.3(b); or (b) require any provision of Acquired Company to obtain any agreementconsent, contract waiver, approval, ratification, permit, license, Governmental Authorization or other instrument binding on Premier authorization of, give any notice to, or make any of its Subsidiaries filing or registration with, any license, franchise, permit Governmental Authority or other similar authorization held by Premier or any Person, except for (i) the mailing of its Subsidiariesthe Circular to Company Securities Holders and filing the Circular according to the Interim Order, except, in the case of clauses (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable securities laws, the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and the comparable laws of any foreign country reasonably determined by the parties to be required and (iii)) such other consents, for any such contraventionwaivers, conflictapprovals, violationratifications, defaultpermits, terminationlicenses, cancellationGovernmental Authorizations or other authorizations, acceleration or loss that notices, filings or registrations which, if not obtained or made, would not be material to the Company or Parent or have a material adverse effect on Premier the ability of the parties to consummate the Transactions. (c) The aggregate value of all the assets in Canada of the Acquired Companies or the annual gross revenues from sales in and from Canada generated from all the assets in Canada of the Acquired Companies, as determined pursuant to subsection 110(2) of the Competition Act, do not exceed, in either case, Cdn.$50 million, and the Acquired Companies together with their Affiliates do not have assets in Canada that exceed Cdn.$400 million or annual gross revenues from sales in, from and into Canada that exceed Cdn.$400 million, in either case, as determined pursuant to section 109 of the Competition Act. (d) The aggregate value of the assets of the Canadian Acquired Companies, calculated in the manner prescribed by the Investment Canada Act, is less than Cdn.$281 million and none of the Canadian Acquired Companies (i) engages in the production of uranium or own an interest in a producing uranium property in Canada, (ii) provides a financial service (as such term is defined in the Investment Canada Act), (iii) provides any of its Subsidiaries taken transportation service (as such term is defined in the Investment Canada Act), or (iv) is a wholecultural business (as such term is defined in the Investment Canada Act).

No Conflict. The execution and delivery of this Agreement do not, and the consummation of the transactions described herein will not, result in or constitute (a) a default, breach or violation of the Certificate of Incorporation or the By-laws of ETG or any Contract to which ETG is a party; (b) subject to the receipt of the Consents required as set forth on Schedule 4.5 annexed hereto, an event which (with notice or lapse of time or both) would permit any Person to terminate, accelerate the performance required by, or accelerate the maturity of any indebtedness or obligation of ETG under any Contract to which ETG is a party; (c) the creation or imposition of any Lien on any property of ETG, under any Contract to which ETG is a party; or (d) a violation of any Law or Judgment of any court or other Governmental Authority or any other restriction of any kind or character by which ETG is bound, except, in each case, for such defaults, breaches, violations, events, Liens or restrictions as would not prevent ETG from performing any of its material obligations under this Agreement or have a Material Adverse Effect on ETG. 4.5 CONSENTS; TRANSFERABILITY. (a) Other than the filing of a Form 4 and an amendment ----------- to Premier's report on as set forth in Schedule 13D under the Exchange Act4.5 annexed hereto, and no notice to, filing with, and no permit, authorization, consent or approval Consent of, any Governmental Authority Person is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier ETG of the transactions contemplated hereby by this Agreement. (b) Subject to obtaining the Consents set forth in Schedule 4.5, the interest of ETG in all claims, Contracts, Licenses and therebyPermits, except for such filings leases and commitments and all of the failure of other Assets in which to be madeETG has an interest shall not, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay upon the consummation of the transactions contemplated hereby in this Agreement, be terminated or subject to termination in any manner whatsoever by said consummation, and thereby. Neither such claims, Contracts, Licenses and Permits, leases, commitments and Assets shall be the execution property of the Company immediately thereafter, and delivery the Company shall have all of this Purchase Agreement or the Registration Rights Agreement by Premier nor right, title and interest which ETG had available to it prior to the consummation by Premier of the transactions contemplated hereby or therebyAsset Purchase in and to such claims, nor compliance by Premier with any Contracts, Licenses and Permits, leases, commitments and Assets. The interest of ETG in all claims, Contracts, Licenses and Permits, leases, commitments and Assets is sufficient to allow the provisions hereof or thereof (i) conflicts with or results in any breach Company to operate the Business of the Articles of Incorporation or bylaws of PremierETG, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholecurrently conducted.

No Conflict. Other than the filing (a) The execution and delivery of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Actthis Agreement does not, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby by this Agreement and thereby. Neither compliance with the execution and delivery provisions of this Purchase Agreement will not, conflict with, or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby result in any violation of, or thereby, nor compliance by Premier with any of the provisions hereof or thereof default (i) conflicts with or results in any breach without notice or lapse of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premiertime, or (iiiboth) constitutes a default under under, or gives give rise to any a right of termination, cancellation or acceleration of any right obligation or obligation loss of Premier a benefit under (i) the certificate of incorporation or bylaws of Parent or Acquisition, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization applicable to Parent or Acquisition or any of Parent's other Subsidiaries or their respective properties or assets, or (iii) subject to the governmental filings and other matters referred to in Section 3.3(b), any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Parent or any of its Subsidiaries or to a loss of any benefit to which Premier their respective properties or any of its Subsidiaries is entitled under any provision of any agreementassets, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, exceptthan, in the case of clauses (ii) and (iii), for any such contraventionconflicts, conflictviolations, violationdefaults, default, termination, cancellation, acceleration rights or loss losses that would not reasonably be expected to have a material adverse effect Material Adverse Effect on Premier Parent. (b) No consent, approval, order or authorization of, action by, or in respect of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Parent or Acquisition in connection with the execution and delivery of its Subsidiaries taken as this Agreement by Parent and Acquisition or the consummation by Parent and Acquisition of the transactions contemplated by this Agreement, except for (i) the filing of premerger notification and report forms under the HSR Act and any applicable filings and approvals under similar foreign antitrust laws and regulations; (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 other states in which Parent is qualified to do business; (iii) exemptive filings under federal and state securities laws in connection with equity investments in Parent; (iv) the filing of a wholeSchedule 13D under the Exchange Act with respect to the Voting Agreements; and (v) such consents, approvals, orders or authorizations the failure of which to be made or obtained would not reasonably be expected to have a Material Adverse Effect.

No Conflict. Other than the filing of a Form 4 (a) The execution and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, delivery by Parent and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution Merger Sub of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier Parent and Merger Sub of the Merger and the other transactions contemplated hereby and therebyby this Agreement in accordance with the terms hereof will not (i) subject to the receipt of the Parent Shareholder Approval, except for such filings conflict with or result in a violation of any provisions of the failure Parent Certificate of which to be madeFormation or Parent’s bylaws or the comparable organizational documents of Merger Sub or any of the Company’s other Subsidiaries ; (ii) violate, individually or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) or a termination or acceleration under, or result in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation creation of any Lien upon any of the transactions contemplated hereby and thereby. Neither the execution and delivery properties or assets of this Purchase Agreement Parent or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or therebyits Subsidiaries under, nor compliance by Premier with any of the provisions hereof of any loan or thereof credit agreement, note, bond, mortgage, indenture, deed of trust, license, concession, franchise, permit, lease, contract, agreement, joint venture or other instrument or obligation to which Parent or any of its Subsidiaries is a party, or by which Parent or any of its Subsidiaries or any of their respective properties is bound; or (iiii) conflicts subject to the filings and other matters referred to in Section 6.5(b), contravene or conflict with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any lawApplicable Law, regulation, judgment, injunction, order or decree binding upon Premier, except for such matters described in clause (ii) or (iii) constitutes a default under as would not have, or gives rise would not reasonably be expected to any right of terminationhave, cancellation individually or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case aggregate, a Parent Material Adverse Effect. (b) The execution, delivery and performance by Parent or Merger Sub of clauses this Agreement and the consummation by Parent or Merger Sub of the Merger and the other transactions contemplated hereby in accordance with the terms hereof will not require any consent, approval, qualification or authorization of, or filing or registration with, any Governmental Authority, other than (i) the HSR Act, (ii) the Securities Act, the Exchange Act or applicable state securities and “Blue Sky” laws, (iii) the filing of a listing application in accordance with Section 7.8 with, or the rules and regulations of, NASDAQ, (iv) the filing of the Certificate of Merger with the Secretary of State of the State of Texas and the filing or recordation of other appropriate documents as required by Applicable Law of other states in which Parent is qualified to do business and (iii)v) the Investment Canada Act, except for any such contraventionconsent, conflictapproval, violationqualification or authorization the failure of which to obtain, defaultand for any filing or registration the failure of which to make, terminationindividually or in the aggregate, cancellation, acceleration or loss that would not have have, or would not reasonably be expected to have, a material adverse effect on Premier or any of its Subsidiaries taken as a wholeParent Material Adverse Effect.

No Conflict. Other than The execution, delivery and performance by such Seller of this Agreement and the filing of other Transaction Documents to which such Seller is a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Actparty, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of any provision of the Organizational Documents of such Seller; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to such Seller; or (c) except as set forth in Section 3.03 of the Disclosure Schedules, require the consent of, notice to, waiver from, or other action by any Person under, conflict with, result in a violation or breach of, result in loss of any benefit under, constitute a default (or an event which, with notice or lapse of time or both, would become a default) under or result in the acceleration, termination, amendment, or cancellation of, or result in the creation of any Encumbrance on any Shares pursuant to, any Contract, Permit or other instrument or obligation to which such Seller is a party or by which any such Seller or any Shares are bound or affected, except, in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to give notice would not, individually or in the aggregate, be material to be such Seller’s ability to perform or comply with the covenants, agreements or obligations of such Seller herein or in any Transaction Document or to complete the transactions contemplated by this Agreement. Neither Except as set forth in Section 3.03 of the Disclosure Schedules and other than filings as may be required under the HSR Act, no consent, approval, exemption, authorization, Permit, Governmental Order, registration, declaration or filing with, or notice to, any Governmental Authority or any other Person is required by or with respect to such Seller in connection with the execution and delivery of this Purchase Agreement or and the Registration Rights Agreement by Premier nor other Transaction Documents and the consummation by Premier of the transactions contemplated hereby and thereby by such Seller, except for such consents, approvals, exemptions, authorizations, Permits, Governmental Orders, registrations, declarations, filings or therebynotices required by or with respect to the Georgia C-Corporation that if not made or obtained would not be material to such Seller’s ability to perform or comply with the covenants, nor compliance by Premier with any agreements or obligations of the provisions hereof such Seller herein or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries Transaction Document or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held consummate the transactions contemplated hereby and thereby by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeSeller.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for (a) Neither the execution and delivery of this Purchase Agreement or any Transaction Document by Seller nor the Registration Rights Agreement performance by Premier and the consummation by Premier Seller of the transactions contemplated hereby and therebyor thereby will conflict with or result in (with or without notice or lapse of time or both) a violation, except for breach, or default under, or result in the acceleration of or give rise to any party the right to terminate, modify or cancel under, or result in the loss of any rights, privileges, options or alternatives under, or result in the creation of any Lien on any of the Purchased Assets as the case may be, of (i) any provision of Seller's Organizational Documents, (ii) any resolution adopted by Seller's directors, (iii) any Legal Requirement or any Order to which Seller or any of the Purchased Assets may be subject, or (iv) any Contract or other agreement or instrument to which Seller is a party or by which Seller or any of its properties or assets are bound, other than in the case of this clause (iv) any such filings the failure of which to be madeconflicts, violations or defaults that, individually or in the aggregate, (A) have not had and could not reasonably be expected to have a material adverse effect on Premiereffect, and (B) have not impaired and could not reasonably be expected to impair Seller's ability to perform its Subsidiaries, taken as a whole, obligations hereunder. No Governmental Authorization is required to be obtained or to prevent made by Seller in connection with the execution and delivery of this Agreement or materially delay the consummation of the transactions contemplated hereby and thereby. by Seller, other than any required Consent in connection with the transfer of any Permit. (b) Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement any Transaction Document by Premier OTV or Seller nor the consummation performance by Premier OTV or Seller of the transactions contemplated hereby or therebythereby to be performed by OTV or Seller, nor compliance by Premier respectively, will conflict with or result in (with or without notice or lapse of time or both) a violation, breach, or default under, or result in the acceleration of or give rise to any party the right to terminate, modify or cancel under, or result in the loss of any rights, privileges, options or alternatives under, or result in the creation of any Lien on any of the provisions hereof or thereof Purchased Assets as the case may be, of (i) conflicts with any Legal Requirement or results in any breach of the Articles of Incorporation Order to which OTV may be subject, or bylaws of Premier, (ii) contravenesany Contract or other agreement or instrument to which OTV is a party or by which OTV, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries properties or to a loss assets other than the Seller or the properties or assets of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreementthe Seller, contract or are bound, other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, than in the case of clauses this clause (ii) and (iii), for any such contraventionconflicts, conflictviolations or defaults that, violationindividually or in the aggregate, default, termination, cancellation, acceleration or loss that would (A) have not had and could not reasonably be expected to have a material adverse effect on Premier effect, and (B) have not impaired and could not reasonably be expected to impair OTV's ability to perform their respective obligations hereunder. No Governmental Authorization is required to be obtained or any made by OTV in connection with the execution and delivery of its Subsidiaries taken this Agreement or the consummation of the transactions contemplated hereby by OTV. OTV is an "ultimate parent entity" within the meaning of Section 801.1(a)(3) of the rules of the Federal Trade Commission promulgated under the Hart-Scott-Rodino Antitrust Imp▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇ 1976, as a wholeamended.

No Conflict. Other than The execution and delivery by the filing Company of this Agreement and any Related Agreement to which the Company is a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Actparty, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery , will not conflict with or result in any violation of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier default under (with or without notice or lapse of the transactions contemplated hereby time, or therebyboth) or give rise to a right of first refusal, nor compliance by Premier with termination, cancellation, modification or acceleration of any obligation or loss of the provisions hereof or thereof any benefit under (any such event, a “Conflict”) (i) conflicts with or results in any breach provision of the Articles Charter Documents or the organizational documents of Incorporation or bylaws any of Premierits Subsidiaries, as amended, (ii) contravenesassuming that all consents, conflicts with approvals and other authorizations described in Section 2.5 of the Disclosure Schedule have been obtained and that all filings and other actions described in Section 2.5 of the Disclosure Schedule have been made or would constitute taken, any material mortgage, indenture, lease (including, without limitation, all Lease Agreements), contract, covenant, plan, insurance policy or other agreement, instrument or commitment, permit, concession, franchise or license (each a violation “Contract” and collectively the “Contracts”) to which the Company is a party or by which any of any provision of any law, regulation, judgment, injunction, order its properties or decree binding upon Premierassets (whether tangible or intangible) are bound, or (iii) constitutes a default under any material judgment, order, decree, statute, law, ordinance, rule or gives rise regulation applicable to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier the Company or any of its Subsidiaries or any licenseof their respective properties or assets (whether tangible or intangible), franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of except with respect to clauses (ii) and (iii), ) for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss Conflicts that would not have individually or in the aggregate prevent or materially delay consummation of the First Merger or Second Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement or that would not, individually or in the aggregate, constitute a material adverse Company Material Adverse Effect. Section 2.5 of the Disclosure Schedule sets forth all necessary notices, consents, waivers and approvals as are required under any Contracts in connection with the First Merger or Second Merger, or for any such Contract to remain in full force and effect on Premier without limitation, modification or alteration after the Effective Time and after the effective time of the Second Merger so as to preserve all rights of, and benefits to, the Company and its Subsidiaries under such Contracts from and after the Effective Time. The terms and conditions of the Contracts do not require the payment of any additional amounts or consideration as a result of the consummation of the Mergers, other than ongoing fees, royalties or payments which the Company or any of its Subsidiaries taken Subsidiaries, as a wholethe case may be, would otherwise be required to pay pursuant to the terms of such Contracts had the transactions contemplated by this Agreement not occurred.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier Except as set forth in Section 5.2(b) of the transactions contemplated hereby and therebyParent Disclosure Letter, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or and the Registration Rights Escrow Agreement by Premier nor do not, and subject to the Parent Stockholder Approval the consummation by Premier of the Merger and the other transactions contemplated hereby or thereby, nor and thereby and compliance by Premier with any of the provisions hereof of this Agreement will not, directly or thereof indirectly, contravene, conflict with, or result in any violation of, or default (i) conflicts with or results in any breach without notice or lapse of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premiertime, or (iiiboth) constitutes a default under under, or gives give rise to any a right of termination, cancellation or acceleration of any right obligation under any provision of (i) the Certificate of Incorporation of Parent, the By-Laws of Parent or obligation the comparable organizational documents of Premier any of its Subsidiaries (ii) any resolutions adopted by the Board of Directors or the stockholders of Parent or any of its Subsidiaries or (iii) subject to a loss of the filings and other matters referred to in the immediately following sentence, (A) any benefit Contract to which Premier Parent or any of its Subsidiaries is entitled under a party or by which any provision of its or their respective assets are bound or (B) any agreementLaw or Judgment, contract or other instrument binding on Premier in each case applicable to Parent or any of its Subsidiaries or any licenseits or their respective assets, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, exceptthan, in the case of clauses (ii) and this clause (iii), for any such contraventionconflicts, conflictviolations, violationdefaults, defaultrights, terminationlosses, cancellation, acceleration or loss amendments that (x) have not had and would not reasonably be expected to have a material adverse effect on Premier Parent Material Adverse Effect or (y) would not materially impair Parent’s or Merger Sub’s ability to perform their respective obligations under this Agreement or the Escrow Agreement or consummate the transactions contemplated hereby and thereby. No Permit, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to Parent or any of its Subsidiaries taken in connection with the execution, delivery and performance of this Agreement or the Escrow Agreement by Parent or the Merger Sub or the consummation by Parent or the Merger Sub of the Merger or the other transactions contemplated by this Agreement or the Escrow Agreement, except for (I) the filing of a premerger notification and report form by the Company and the termination or expiration of any waiting periods under the HSR Act, (II) the filing with the SEC of (x) the Form S-4 (y) the Joint Proxy Statement and (z) such reports or other applicable filings under the Exchange Act, the Securities Act, state securities Laws or “blue sky” laws as may be required in connection with this Agreement and the transactions contemplated hereby, (III) the filing of the Parent Certificate of Incorporation Amendment and the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which Parent or any of its Subsidiaries is qualified to do business, (IV) any filings required under the rules and regulations of the NYSE, and (V) such Permits, orders or authorizations of or registrations, declarations or filings with and notices the failure of which to be obtained or made (x) has not and would not reasonably be expected to have a wholeParent Material Adverse Effect or (y) would not reasonably be expected to materially impair Parent’s ability to perform its obligations under this Agreement or the Escrow Agreement or consummate the transactions contemplated hereby or thereby.

No Conflict. Other than the filing of a Form 4 (a) The execution and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution delivery of this Purchase Agreement or Agreement, the Registration Rights Agreement by Premier Sellers Closing Documents and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither thereby have been duly and validly authorized and approved by any necessary corporate action of the Company, and no other action of the part of the Company is required to authorize the same. (b) Except as set forth on Section 3.2(b) of the Disclosure Schedule, neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement Sellers Closing Documents by Premier any Seller or the Sellers’ Representative nor the consummation or performance of the transactions contemplated hereby by Premier any Seller or the Sellers’ Representative will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in a violation of any provision of the organizational documents of the Company or any Subsidiary of the Company (ii) contravene, conflict with, or result in a violation of any Legal Requirement, or any Order of any Governmental Authority, to which the Company or any Subsidiary of the Company, is subject; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or any Subsidiary of the Company; (iv) breach any provision of, give any Person the right to declare a default or exercise any remedy under, accelerate the maturity or performance of or payment under, or cancel, terminate, or modify, any Material Company Contract; or (v) result in the creation or imposition of any Encumbrance upon any of the assets of the Company or any Subsidiary of the Company. (c) Except as set forth on Section 3.2(c) of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is or will be required to give any notice to or obtain any consent, waiver or approval from (i) any Governmental Authority or other Person or (ii) any party to any Material Company Contract, in connection with the execution and delivery of this Agreement or any of the Sellers Closing Documents or the consummation of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a whole.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report (a) Except as set forth on Schedule 13D 4.3(a) (collectively, the “Seller Required Governmental Authorizations”) and the applicable expiration or termination of the applicable waiting period under the Exchange HSR Act, and no filing withconsent, and no permit, authorization, consent authorization or approval of, of any Governmental Authority is necessary for required on the part of the Seller in connection with the execution and delivery of this Purchase Agreement and, as of the Closing, the other Transaction Documents by the Seller or any Affiliate of the Seller or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure (i) those consents, authorizations or approvals that may be required because of which to be made, individually or Buyer’s participation in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby by this Agreement and thereby. Neither the other Transaction Documents and (ii) those consents, authorizations or approvals of any Governmental Authority customarily given or obtained post-closing for transactions of the type contemplated herein. (b) Except as set forth on Schedule 4.3(b) and assuming receipt of the Seller Required Governmental Authorizations, the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier Seller and, as of the transactions contemplated hereby or therebyClosing, nor compliance the other Transaction Documents by Premier with any the Seller and the performance by the Seller of the provisions hereof or thereof its obligations hereunder and thereunder, will not result in (i) conflicts with any conflict with, or results in violation or breach of, or default under, any breach provision of the Articles Organizational Documents of Incorporation or bylaws of Premierthe Seller, (ii) contravenes, conflicts with any breach or would constitute a violation of any provision of any lawor default under, regulation, judgment, injunction, order constitute or decree binding upon Premier, or (iii) constitutes a default under or gives give rise to any a termination or right of terminationtermination of, cancellation or acceleration of any right obligation or obligation loss of Premier any benefit under, or require the consent, authorization or approval of any Person (other than a Governmental Authority) with respect to any Contract to which the Seller is a party or by which the Seller or any of its Subsidiaries properties or assets are bound, (iii) a violation of or default under any Law or Governmental Authorization to a loss which the Seller is subject or (iv) the creation or imposition of any benefit to which Premier Lien, other than Permitted Liens and will not constitute an event which, after notice or any lapse of its Subsidiaries is entitled under any provision of any agreementtime or both, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, would result in the case of clauses (ii) and (iii), for any such contravention, conflictbreach, violation, default, termination, cancellation, acceleration termination or loss that would not have creation of a material adverse effect on Premier or Lien upon any of its Subsidiaries taken as a wholethe Membership Interests owned by the Seller.

No Conflict. Other Assuming the accuracy of Buyer’s representations and warranties in Sections 4.7 and 4.8, except as set forth on Section 3.3(b) of the Seller Disclosure Schedule, (i) the execution and delivery by Seller of this Agreement and by Seller or any of its Subsidiaries (other than the filing Company and its Subsidiaries) of a Form 4 the Ancillary Agreements (in the case of clause (y) below, other than the Non-Competition and an amendment ----------- Non-Solicitation Agreement) to Premier's report on Schedule 13D under be entered into by them at the Exchange ActClosing, the performance by Seller and no filing with, such Subsidiaries as applicable of their respective obligations hereunder and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier thereunder and the consummation by Premier Seller of the transactions contemplated hereby and thereby, except for such filings the failure of which Transactions to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, consummated by it and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither (ii) the execution and delivery of this Purchase Agreement by the Company or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of its Subsidiaries of any Ancillary Agreement (in the provisions hereof case of clause (y) below, other than the Non-Competition and Non-Solicitation Agreement) to be entered into by the Company or thereof (i) conflicts with or results in any breach of its Subsidiaries at the Articles of Incorporation or bylaws of PremierClosing, do not and will not, (iix) contravenes, conflicts with or would constitute a violation of violate any provision of the organizational documents of the Company or any lawof its Subsidiaries, regulation(y) subject to receipt of the consents or the taking of any other action referred to in clauses (x), judgment(y) and (z) of Section 2.5, injunction, order violate any Law applicable to the Company or decree binding upon Premier62587121_2 SV\1145690.24 any of its Subsidiaries, or any of their respective assets, properties or the Business, (iiiz) constitutes result in a material breach of, constitute a material default under (or gives rise an event which, with or without the giving of notice or lapse of time or both, would become a material default) under, require any consent under, or give to others any right of termination, amendment, acceleration, suspension, revocation or cancellation of, (A) any Material Contract or acceleration of (B) any right or obligation of Premier material Permit, or any of its Subsidiaries or to a loss of any benefit Order, to which Premier the Company or any of its Subsidiaries is entitled under any provision a party or is bound, or (iii) result in the creation of any agreement, contract or Lien (other instrument binding than Permitted Liens) on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier the assets of the Company or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a whole.

No Conflict. Other than Subject to the filing entry of a Form 4 the Confirmation Order, the execution, delivery and an amendment ----------- to Premier's report on Schedule 13D under performance by the Exchange ActCompany of this Agreement and the Ancillary Agreements do not, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither thereby and compliance with the execution and delivery provisions of this Purchase Agreement and the Ancillary Agreements will not, conflict with, or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results result in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon PremierDefault under, or (iii) constitutes a default under or gives give rise to any an increase in, or right of termination, cancellation or acceleration of, any obligation or to the loss of a benefit under, or result in the suspension, revocation, impairment, forfeiture or amendment of any right term or obligation provision of Premier or the creation of any Lien upon any of its Subsidiaries the properties or to a loss assets of any benefit to which Premier of the Debtors under, or require any of its Subsidiaries is entitled under consent or waiver under, any provision of any agreement, contract (i) the certificate of incorporation or other instrument binding on Premier by-laws (or comparable organizational documents) of any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, the Debtors (in the case of the Company, including after the effectiveness of the Amended and Restated Certificate of Incorporation and the Amended and Restated By-Laws), (ii) any material Contract to which any of the Debtors or any of their respective subsidiaries is a party or by which any of its assets are bound, or (iii) any Law, judgment, order or decree of any Governmental Entity, other than with respect to clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that to the extent it would not have and would not reasonably be expected to have a material adverse effect on Premier Material Adverse Effect. Subject to the entry of the Confirmation Order and as may be required by the HSR Act, no permit, no Approval of, or registration, qualification, or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to any of the Debtors in connection with the execution, delivery and performance of this Agreement or any of its Subsidiaries taken as a wholethe Ancillary Agreements by the Company or the consummation by the Company of the transactions contemplated by this Agreement or the Ancillary Agreements, including the issuance of the New Common Stock.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report (a) Except as set forth on Schedule 13D under the Exchange Act3.5(a), and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or and the Registration Rights Agreement Related Agreements by Premier nor Seller do not, and in the case of the Related Agreements, will not, and the consummation and performance by Premier Seller of this Agreement, the transactions Related Agreements and any other transaction contemplated hereby will not, (i) conflict with or therebyviolate the Organizational Documents of Seller, nor compliance by Premier (ii) conflict with or violate any foreign, federal, state or local law, statute, treaty, ordinance, rule, regulation, order, writ, injunction, decree or judgement (any of the provisions hereof foregoing referred to as a "LAW", collectively, "LAWS") applicable to Seller or thereof by which any of its properties or assets is bound or affected, (iiii) conflicts with or results result in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation default (or an event that with notice or lapse of any provision of any law, regulation, judgment, injunction, order time or decree binding upon Premierboth would become a default) under, or (iii) constitutes a default under or gives rise give to others any right rights of termination, amendment, acceleration or cancellation of, or acceleration result in the creation of any right Encumbrance on any of the properties or assets of Seller, in each case pursuant to any note, bond, mortgage, indenture, contract, agreement (including, without limitation, any Contract), lease, license, permit, franchise or other instrument or obligation of Premier to which Seller is a party or by which Seller or any of its Subsidiaries properties or to a loss assets is bound or affected. (b) Except as set forth on Schedule 3.5(b), assuming the accuracy of the Purchaser's representations and warranties as contained in this Agreement, the execution and delivery of this Agreement and the Related Agreements by Seller do not and will not, and the consummation and performance by Seller of this Agreement, the Related Agreements and any benefit to which Premier other transaction contemplated hereby and thereby will not, require any consent, approval, authorization or permit of, or filing with or notification to, (i) any of its Subsidiaries is entitled under any provision of any agreement, contract Governmental Authority or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii)any third person, for other than any such contraventionconsents, conflictapprovals, violation, default, termination, cancellation, acceleration authorizations or loss permits that would not have a material adverse effect on Premier been obtained or any of its Subsidiaries taken as a wholesuch filings or notifications that have been made.

No Conflict. Other than the filing The execution and delivery of a Form 4 this Agreement by C Co and an amendment ----------- to Premier's report on Schedule 13D under the Exchange ActMerger Co do not, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of the C Co Closing Documents by C Co, the performance of this Purchase Agreement or the Registration Rights Agreement by Premier nor C Co and Merger Co, the performance of the C Co Closing Documents by C Co, and the consummation by Premier C Co and Merger Co of the transactions contemplated hereby or therebyMerger, nor compliance by Premier with any of the provisions hereof or thereof Share Issuance, the Articles Amendment and the Other Transactions will not, (i) conflicts with conflict with, violate or results result in any a breach of the Articles of Incorporation or bylaws Bylaws (or comparable organizational documents) of PremierC Co, Merger Co or any other C Co Subsidiary, (ii) contravenesassuming that all consents, conflicts approvals and other authorizations described in Section 3.05(b) (other than clause (viii) thereof) have been obtained and that all filings and other actions described in Section 3.05(b) (other than clause (viii) thereof) have been made or taken, conflict with or would constitute a violation of violate any provision of any statute, law, ordinance, regulation, rule, code, executive order, judgment, injunction, decree or other order ("law") or decree binding upon PremierOperating Rule applicable to C Co, Merger Co or any other C Co Subsidiary or by which any property or asset of C Co, Merger Co or any other C Co Subsidiary is bound or affected, or (iii) constitutes result in any breach or violation of or constitute a default under (or gives an event which, with notice or lapse of time or both, would become a default) under, require consent or result in a loss of a benefit under, give rise to an obligation under, give to others any right of termination, amendment, acceleration or cancellation of, or acceleration result in the creation of a Lien on any right property or asset of C Co, Merger Co or any other C Co Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation of Premier (each, a "Contract") to which C Co, Merger Co or any of its Subsidiaries other C Co Subsidiary is a party or to a loss of any benefit to by which Premier C Co, Merger Co or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier C Co Subsidiary or any property or asset of its Subsidiaries C Co, Merger Co or any license, franchise, permit other C Co Subsidiary is bound or other similar authorization held by Premier or any of its Subsidiariesaffected, except, in the case of with respect to clauses (ii) and (iii), for any such contraventionconflicts, conflictviolations, violationbreaches, defaultdefaults or other occurrences which would not, terminationindividually or in the aggregate, cancellation, acceleration or loss that would not reasonably be expected to have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeC Co Material Adverse Effect.

No Conflict. Other than (a) The execution and delivery of this Agreement and the Option Agreement do not, and the consummation of the transactions contemplated by this Agreement and the Option Agreement and compliance with the provisions of this Agreement and the Option Agreement will not, 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 loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, (i) the articles of incorporation or by-laws of the Company or the comparable organizational documents of any of its Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or similar authorization applicable to the Company or any of its Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in paragraph (b), any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, defaults, rights, losses or Liens that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect on the Company. (b) No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local or foreign government, any court, administrative, regulatory or other governmental agency, commission or authority or any non-governmental self-regulatory agency, commission or authority (each a "Governmental Entity") is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the Option Agreement by the Company or the consummation by the Company of the transactions contemplated by this Agreement or the Option Agreement, except for (i) the filing of a Form 4 premerger notification and an amendment ----------- to Premier's report on Schedule 13D form by the Company under the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇itrust Improvements Act of 1976, as amended (the "HSR Act") and any applicable filings and approvals under similar foreign antitrust laws and regulations; (ii) the filing with the Securities and Exchange Commission (the "SEC") of (A) a proxy statement relating to the Company Shareholders Meeting for the approval by the shareholders of the Company of the Merger (such proxy statement, as amended or supplemented from time to time, the "Company Proxy Statement"), and (B) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") as may be required in connection with this Agreement, the Option Agreement and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for ; (iii) the filing of the Articles of Merger with the Secretary of State of the State of Washington and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business; (iv) such filings with and approvals of The Nasdaq National Market ("Nasdaq") to permit the failure shares of which Company Common Stock that are to be madeissued pursuant to the Option Agreement or the Offering to be listed on Nasdaq; (v) filings with Governmental Entities to satisfy the applicable requirements of state securities or "blue sky" laws; and (vi) such consents, approvals, orders or authorizations which if not made or obtained, either individually or in the aggregate, could not reasonably be expected to have a material adverse effect Material Adverse Effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeCompany.

No Conflict. Other than Subject to any filings required to be made under Section 5.6 and except for the filing requirement of applicable trade union consultation procedures, if any, the execution, delivery and performance by each member of the Seller Group of this Agreement and the Ancillary Agreements to which it is a Form 4 party and/or the consummation by each such member of the Seller Group of the Transactions do not and an amendment ----------- will not, as applicable, (a) conflict with or violate any provision of the Seller’s certificate of incorporation or bylaws, (or the equivalent organizational documents of the applicable member of the Seller Group), each, as amended to Premier's report on Schedule 13D under date, (b) require the Exchange Act, and no Seller or any member of the Seller Group to make any filing with, and no permit, authorizationor obtain any material Permit, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, Entity (except for such filings where the failure of which to be madeobtain such Permit, individually consent or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a wholeapproval, or to make such filing, would not prevent or materially delay the consummation by the Seller of the transactions contemplated hereby and thereby. Neither Transactions, or the execution and delivery performance by the Seller Group of any of its material obligations under this Purchase Agreement or the Registration Rights Agreement by Premier nor Ancillary Agreements, or as may be necessary as a result of any facts or circumstances relating to the consummation by Premier Purchaser or its Affiliates), (c) result in a breach or default under, create in any Person the right to accelerate, terminate, modify or cancel, or require any prior notice to, or consent or waiver under, any Assumed Contract, in any case with or without due notice or lapse of time or both, (d) result in the imposition of any Encumbrance upon any material Acquired Asset, (e) violate any material Law, order, writ, injunction or decree applicable to the Seller or any other member of the transactions contemplated hereby or therebySeller Group (to the extent it relates exclusively to the Business), nor compliance by Premier with the Business, any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of PremierAcquired Asset, (iif) contravenes, conflicts with enable any source code for any software or would constitute a violation documentation related thereto to be released or removed from escrow pursuant to the terms of any provision of any law, regulation, judgment, injunction, order or decree binding upon PremierContract, or (iiig) constitutes a default under or gives rise to cause any right of termination, cancellation or acceleration of any right or obligation of Premier Intellectual Property owned by the Seller or any other member of its Subsidiaries or the Seller Group as of the date of this Agreement that is material to the Business to be assigned to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholethird Person.

No Conflict. Other than None of the filing execution, delivery or performance of a Form 4 this Agreement by Parent or Merger Sub, the consummation by Parent or Merger Sub of the Merger or any other transaction contemplated by this Agreement, or compliance by Parent or Merger Sub with any of the provisions of this Agreement will (with or without notice or lapse of time, or both): (a) subject to the Parent Stockholder Approval, conflict with or violate any provision of the certificate of incorporation or by-laws or similar organizational and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Actgoverning documents of Parent or Merger Sub; (b) assuming that all consents, approvals, authorizations, confirmations, clearances, and no filing withpermits described in Section 4.5 have been obtained and all applications, filings, notifications, reports, registrations, and no permitsubmissions described in Section 4.5 have been made and any waiting periods thereunder have terminated or expired, authorization, conflict with or violate any Law applicable to Parent or Merger Sub or any other Subsidiary of Parent or any of their respective properties or assets; or (c) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, or constitute a default under, or result in termination or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien upon any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby respective properties or assets of any member of the Parent Group pursuant to, any Parent Material Contract, except, with respect to clauses (b) and thereby(c), except for any such filings the failure of conflicts, violations, consents, breaches, losses, defaults, other occurrences or Liens which to be made, individually or in the aggregate, could would not reasonably be expected to have a (x) be material adverse effect on Premier, and its Subsidiaries, taken as a whole, to the Parent Group or to (y) prevent or materially delay the consummation ability of Parent or Merger Sub to consummate the transactions contemplated hereby and thereby. Neither the execution and delivery of by this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeAgreement.

No Conflict. Other than (a) Except as set forth in Section 3.3(a) of the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under Disclosure Schedule, the Exchange Actexecution, delivery, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for performance by the execution Company of this Purchase Agreement or and the Registration Rights Agreement by Premier Transaction Documents and the consummation by Premier the Company of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could thereby do not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with conflict with, result in a breach of, or results in any breach violate the Organizational Documents of the Articles of Incorporation or bylaws of PremierCompany, (ii) contravenesassuming that all consents, conflicts with approvals, authorizations, and permits contemplated by clauses (ii) and (iii) of Section 3.3(b) have been obtained, and all actions, filings, and notifications described in such clauses have been taken or would constitute made (as applicable), conflict with, result in a violation of breach of, or violate any provision of Law applicable to the Company or any law, regulation, judgment, injunction, order or decree binding upon PremierOrder to which the Company is a named party, or (iii) constitutes conflict with, result in a breach of, or constitute a default under or gives rise to any right an event creating rights of acceleration of payment or termination, cancellation modification, or acceleration of any right cancellation, or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled rights under any provision of any agreementMaterial Contract, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, exceptthan, in the case of clauses (ii) and (iii)) above, for (A) any such contraventionconflicts, conflictbreaches, violationdefaults, defaultevents, terminationrights, cancellation, acceleration or loss losses that would not reasonably be expected to have a material adverse effect on Premier Material Adverse Effect, and (B) any consents, approvals, authorizations, permits, filings, notifications, or other actions that may be required by reason of the identity of Purchaser or Purchaser's participation in the transactions contemplated by this Agreement. (b) Except as set forth in Section 3.3(b) of the Disclosure Schedule, the execution, delivery, and performance by the Company of this Agreement and the Transaction Documents and the consummation by the Company of the transactions contemplated hereby and thereby do not require any consent, approval, authorization, or permit of, action by, filing with, or notification to any Governmental Entity, except for (i) any consents, approvals, authorizations, permits, actions, filings, and notifications the failure of its Subsidiaries taken which to obtain, request, provide, or make would not reasonably be expected to have a Material Adverse Effect, and (ii) any consents, approvals, authorizations, permits, actions, filings, or notifications required as a wholeresult of the identity of Purchaser or Purchaser's participation in the transactions contemplated by this Agreement.

No Conflict. Other than Neither the filing Company nor any of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under its Subsidiaries is in violation of any provisions of its Certificate of Incorporation, Bylaws or any other governing document. Neither the Exchange Act, Company nor any of its Subsidiaries is in violation of or in default (and no filing withevent has occurred which, and no permitwith notice or lapse of time or both, authorizationwould constitute a default) under any provision of any instrument or contract to which it is a party or by which it or any of its Property is bound, consent or approval of, in violation of any provision of any Governmental Authority is necessary for Requirement applicable to the execution Company or any of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and therebyits Subsidiaries, except for such filings the failure of which to be made, individually any violation or in the aggregate, could default that has not had or would not reasonably be expected to have a material adverse effect on PremierMaterial Adverse Effect. The (i) execution, delivery and performance of this Agreement and the other Transaction Documents, (ii) filing of and performance of its Subsidiaries, taken as a whole, or to prevent or materially delay obligations under the Certificate of Designation and (iii) consummation of the transactions contemplated hereby and thereby. Neither thereby (including without limitation, the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier issuance of the transactions contemplated hereby Preferred Stock and the Warrants and the reservation for issuance and issuance of the Conversion Shares and the Warrant Shares) will not result in any violation of any provisions of the Company's or thereby, nor compliance by Premier with any of the provisions hereof its Subsidiary's Certificate of Incorporation, Bylaws or thereof (i) conflicts with any other governing document or results in a default under any breach provision of the Articles any instrument or contract to which it is a party or by which it or any of Incorporation its Property is bound, or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a in violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise Governmental Requirement applicable to any right of termination, cancellation or acceleration of any right or obligation of Premier the Company or any of its Subsidiaries or to be in conflict with or constitute, with or without the passage of time and giving of notice, either a loss default under any such provision, instrument or contract or an event which results in the creation of any benefit to which Premier Lien upon any assets of the Company or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or the triggering of any licensepreemptive or anti-dilution rights (including without limitation pursuant to any "reset" or similar provisions) or rights of first refusal or first offer, franchise, or any other rights that would allow or permit the holders of the Company's securities or other similar authorization held by Premier Persons to purchase shares of Common Stock or any other securities of its Subsidiaries, except, in the case of clauses Company (ii) and (iiiwhether pursuant to a shareholder rights plan provision or otherwise), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a whole.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for Neither the execution and delivery by Parent, Sub and Merger Sub of this Purchase Agreement or the Registration Rights Agreement by Premier and nor the consummation by Premier Parent, Sub and Merger Sub of the transactions contemplated hereby and therebyin accordance with the terms hereof will (i) subject to the approvals referred to in Section 6.20, except for such filings conflict with or result in a breach of any provisions of the failure memorandum of which to be madeassociation or articles of association of Parent or the certificate of incorporation or bylaws of Sub or Merger Sub; (ii) violate, individually or conflict with, or result in a breach of any provision of, or 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 in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a wholeright of termination or cancellation of, or give rise to prevent a right of purchase under or materially delay accelerate the consummation performance required by, or result in the creation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any Lien upon any of the properties of Parent or its Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Parent or any of its Subsidiaries under any of the terms, conditions or provisions hereof of, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement, joint venture or thereof other instrument or obligation to which Parent or any of its Subsidiaries is a party, or by which Parent or any of its Subsidiaries or any of their properties is bound or affected; or (iiii) conflicts subject to the filings and other matters referred to in Section 6.6(b), contravene or conflict with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, rule, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise applicable to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier Parent or any of its Subsidiaries, except, except for such matters described in the case of clauses clause (ii) and or (iii)) as do not and are not reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect. (a) Neither the execution and delivery by Parent, Sub or Merger Sub of this Agreement nor the consummation by Parent, Sub or Merger Sub of the transactions contemplated hereby in accordance with the terms hereof will require any consent, approval or authorization of, or filing or registration with, any governmental or regulatory authority, other than the Regulatory Filings and the filing of a listing application with the NYSE pursuant to Section 7.9(a) and the filing of the resolutions relating to the matters specified in Section 2.1 with the Registrar of Companies of the Cayman Islands, except for any such contraventionconsent, conflict, violation, default, termination, cancellation, acceleration approval or loss that would authorization the failure of which to obtain and for any filing or registration the failure of which to make does not and is not reasonably likely to have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeParent Material Adverse Effect.

No Conflict. Other than Required Filings and Consents. (a) Except as otherwise provided in Section 4.3(b), the filing execution, delivery and performance of this Agreement by EQT Gathering and EQT Gathering Holdings or any of the Ancillary Agreements to which EQT Gathering or EQT Gathering Holdings is a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Actparty, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither thereby do not and will not: (i) Violate, conflict with any of, result in any breach of, or require the execution and delivery consent of this Purchase Agreement any Person under, the terms, conditions or provisions of the certificate of formation or limited liability company agreement of EQT Gathering or EQT Gathering Holdings, as applicable; (ii) Conflict with or violate any provision of Applicable Law; (iii) Except as set forth in Seller Disclosure Schedule 4.3, conflict with, result in a breach of, constitute a default under (whether with notice or the Registration Rights Agreement by Premier nor lapse of time or both), or accelerate or permit the consummation by Premier acceleration of the transactions contemplated hereby performance required by, or therebyrequire any consent, nor compliance notice, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, Contract, commitment, license, concession, permit (including any Material Permit), lease, joint venture or other instrument to which EQT Gathering or EQT Gathering Holdings is a party or by Premier with which it or any of the provisions hereof Transferred Assets or thereof Subject Interests are bound; or (iiv) conflicts with or results Result in the creation of any breach Lien on any of the Articles of Incorporation Transferred Assets or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled Subject Interests under any provision of any such indenture, mortgage, agreement, contract Contract, commitment, license, concession, permit, lease, joint venture or other instrument binding on Premier or any of its Subsidiaries or any licenseinstrument, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, except in the case of clauses (ii), (iii) and (iii)iv) for those items which, for any such contraventionindividually or in the aggregate, conflict, violation, default, termination, cancellation, acceleration or loss that would not reasonably be expected to have a material adverse effect on Premier Seller Material Adverse Effect. (b) Neither EQT Gathering nor EQT Gathering Holdings is required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and performance by EQT Gathering or EQT Gathering Holdings of this Agreement or any of its Subsidiaries taken the Ancillary Agreements to which EQT Gathering or EQT Gathering Holdings is a party or the consummation of the transactions contemplated hereby or thereby or in order to prevent the termination of any right, privilege, license or qualification of EQT Gathering or EQT Gathering Holdings, except for (i) as have been waived or obtained or with respect to which the time for asserting such right has expired, (ii) for those which individually or in the aggregate would not reasonably be expected to have a wholeSeller Material Adverse Effect, (iii) any filings required to be made under the HSR Act, (iv) such filings as may be required by any applicable federal or state securities or “blue sky” Applicable Law or (v) as otherwise indicated in Seller Disclosure Schedule 4.3.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for (a) Neither the execution and delivery by ----------- Parent, Merger Sub and Merger Grandsub of this Purchase Agreement or the Registration Rights Agreement by Premier and Agreement, nor the consummation by Premier Parent, Merger Sub and Merger Grandsub of the transactions contemplated hereby and therebyin accordance with the terms hereof, except for such filings will: (i) conflict with or result in a breach of any provisions of the failure certificate of which to be madeincorporation or bylaws of Parent, individually Merger Sub or Merger Grandsub; (ii) violate, or conflict with, or result in a breach of any provision of, or 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 in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a wholeright of termination or cancellation of, or give rise to prevent a right of purchase under or materially delay accelerate the consummation performance required by, or result in the creation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any Lien upon any of the properties of Parent or its Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Parent or any of its Subsidiaries under any of the terms, conditions or provisions hereof of, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement, joint venture or thereof other instrument or obligation to which Parent or any of its Subsidiaries is a party, or by which Parent or any of its Subsidiaries or any of their properties is bound or affected; or (iiii) conflicts contravene or conflict with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, rule, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise applicable to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier Parent or any of its Subsidiaries, except, in the case of clauses matters described in clause (ii) and or (iii), as would not have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Neither the execution and delivery by Parent, Merger Sub or Merger Grandsub of this Agreement nor the consummation by Parent, Merger Sub or Merger Grandsub of the transactions contemplated hereby in accordance with the terms hereof will require any consent, approval or authorization of, or filing or registration with, any governmental or regulatory authority, other than Regulatory Filings, except for any such contraventionconsent, conflict, violation, default, termination, cancellation, acceleration approval or loss that authorization the failure of which to obtain and for any filing or registration the failure of which to make would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeParent Material Adverse Effect.

No Conflict. Other than the filing (a) None of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery by the Seller Parties of this Purchase Agreement or the Registration Rights Agreement by Premier nor the Seller Ancillary Documents to which each Seller Party is a party, the consummation by Premier of the transactions contemplated hereby or thereby, nor the performance and compliance by Premier the Seller Parties with any of the provisions hereof or thereof will, directly or indirectly: (i) conflicts contravene, conflict with or results result in a violation of (A) any breach provision of the Articles Organizational Documents, or (B) any resolution adopted by the board of Incorporation or bylaws directors of Premier, the Seller; (ii) contravenescontravene, conflicts conflict with or would constitute result in a violation of, or give any Governmental Entity or other Person the right to challenge the transactions contemplated by this Agreement or the Seller Ancillary Documents under any Law applicable to the Seller Parties, the Business or the assets of the Seller Parties (including the Acquired Assets), or any Orders to which the Seller Parties, the Business or its assets (including the Acquired Assets) are subject; (iii) except as set forth on Schedule 4.3(a)(iii), contravene, conflict with or result in a violation of any provision of any law, regulation, judgment, injunction, order the terms or decree binding upon Premierrequirements of, or (iii) constitutes a default under give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or gives rise to modify, any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries License that is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier the Seller with respect to the Business or any the assets of its Subsidiaries, except, in the case of clauses Seller (iiincluding the Acquired Assets); (iv) except (A) as set forth on Schedule 4.3(a)(iv) and (iiiB) in connection with any consent required under any customer Contract with backlog as of the Closing of less than $500,000, contravene, conflict with or result in a violation or breach of any provision of, or give any Person the right to declare a default under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any Material Contract; or (v) result in the imposition or creation of any Lien upon or with respect to the Acquired Assets. (b) Except as set forth on Schedule 4.3(b), no consent, release, waiver, authorization, approval, Order, License or declaration or filing with, or notification to, any Governmental Entity, or, with respect to the Material Contracts (except for customer Contracts with backlog as of the Closing of less than $500,000), any such contraventionPerson, conflict, violation, default, termination, cancellation, acceleration is required on the part of the Seller Parties in connection with the execution and delivery of this Agreement or loss that would not have a material adverse effect on Premier the Seller Ancillary Documents by the Seller Parties or the compliance by the Seller Parties with any of its Subsidiaries taken as a wholethe provisions hereof or thereof, or the consummation by the Seller of the transactions contemplated hereby and thereby.

No Conflict. Other than (a) Except as set forth in Section 3.5(a) of the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange ActAmeritrade Disclosure Schedule, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution and delivery by Ameritrade and Datek of this Purchase Agreement or and the Registration Rights Agreement execution and delivery by Premier Ameritrade and the applicable Subsidiaries of Ameritrade of each of the Transaction Agreements to which it will be a party do not, and the consummation by Premier Ameritrade, Datek and/or each such Subsidiary of Ameritrade of the transactions contemplated hereby and therebythereby will not, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a wholeconflict with, or to prevent result in any violation of, or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof constitute a default (i) conflicts with or results in any breach without notice or lapse of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premiertime, or (iiiboth) constitutes a default under under, or gives give rise to any a right of termination, cancellation or acceleration of any right obligation or obligation of Premier or any of its Subsidiaries or to a the loss of a material benefit under, or the creation of any benefit to which Premier Encumbrance on any assets of Ameritrade Canada (any such conflict, violation, default, right of termination, cancellation or any of its Subsidiaries is entitled under acceleration, loss or creation, a “Violation”) pursuant to, (i) any provision of the charter, articles of incorporation or by-laws or comparable organizational documents of Ameritrade, Datek or Ameritrade Canada, (ii) except as to which requisite waivers or consents have been obtained, and except for the consents and approvals required under the agreements and instruments listed in Section 3.5(a) of the Ameritrade Disclosure Schedule, any loan or credit agreement, contract note, mortgage, indenture, lease or other agreement, obligation or instrument binding on Premier to which Ameritrade Canada is a party or by which its properties or assets may be bound, or (iii) any of its Subsidiaries or any licenselaw, permit, concession, franchise, permit licence, judgment, order, decree, statute, ordinance, rule or regulation applicable to Ameritrade Canada or its properties or assets, assuming the consents, approvals, authorizations or permits and filings or notifications set forth in Section 3.5(a) of the Ameritrade Disclosure Schedule and Section 3.5(b) are duly and timely obtained or made; other similar authorization held by Premier or any of its Subsidiaries, exceptthan a Violation, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that which would not have reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Ameritrade Canada. Section 3.5(a) of the Ameritrade Disclosure Schedule lists all loan or credit agreements, notes, mortgages, indentures, leases or other agreements, obligations or instruments (other than the contracts and other agreements set forth in Section 3.7(a) of the Ameritrade Disclosure Schedule) to which Ameritrade Canada is a party, or by which any of its properties or assets may be bound, which require the consent, waiver or approval of a party thereto (other than Ameritrade Canada) in connection with the execution and delivery by Ameritrade or Datek of this Agreement or the Transaction Agreements and the consummation by them of the transactions contemplated hereby and thereby, if the failure to obtain such consent, waiver or approval would be material adverse effect on Premier to Ameritrade Canada. (b) Except as set forth in Section 3.5(b) of the Ameritrade Disclosure Schedule, no consent, approval, order or authorization of, notice to, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, including any industry self-regulatory organization (a “Governmental Authority”) or with any Person other than a Governmental Authority (a “Third Party Approval”), is required by or with respect to Ameritrade, Datek or Ameritrade Canada in connection with the execution and delivery by Ameritrade and Datek of this Agreement or any of its Subsidiaries taken as the Transaction Agreements, or the consummation by Ameritrade and Datek of the transactions contemplated hereby and thereby, except for (i) a wholepre-merger notification pursuant to the Competition Act (Canada) and expiration of the applicable waiting periods thereunder and a request for an advance ruling certificate under Section 102 of the Competition Act (Canada) (an “ARC”) or for a no action letter indicating that the Commissioner of Competition (Canada) will not challenge the Share Purchase (a “No Action Letter”), (ii) notices with and approvals from the Canadian securities regulatory authorities and the Investment Dealers Association of Canada (the “I▇▇”) and the other industry self-regulatory agencies listed in Section 3.5(b) of the Ameritrade Disclosure Schedule, and (iii) such other approvals, consents and orders of, and filings, notices and registrations with, Governmental Authorities and Third Party Approvals the failure of which to be made or obtained would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Ameritrade Canada.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier such Stockholder, nor the consummation performance by Premier such Stockholder of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof its obligations hereunder will (i) conflicts with require any consent, approval, authorization or results in permit of, registration, declaration or filing (except for such filings as may be required under the federal securities laws, the HSR Act or CFIUS or as would not prevent, delay or otherwise impair such Stockholder’s ability to perform its obligations hereunder) with, or notification to, any breach of the Articles of Incorporation or bylaws of Premiergovernmental entity, (ii) contravenesif such Stockholder is an entity, conflicts with or would constitute result in a violation of of, or default under, or conflict with any provision of any lawits certificate of incorporation, regulationbylaws, judgmentpartnership agreement, injunctionlimited liability company agreement or similar organizational documents, order or decree binding upon Premier, or (iii) constitutes result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under (or gives give rise to any right of termination, cancellation cancellation, or acceleration acceleration) under any contract, trust, agreement, instrument, commitment, arrangement or understanding applicable to such Stockholder or such Stockholder’s Subject Shares, or result in the creation of any right a security interest, lien, charge, encumbrance, equity or obligation of Premier or claim with respect to any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiariessuch Stockholder’s Subject Shares, except, in the case of clauses (ii) and clause (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that as would not have prevent, delay or otherwise impair such Stockholder’s ability to perform its obligations hereunder, (iv) require any consent, authorization or approval of any Person other than a material adverse effect on Premier governmental entity, except, in the case of clause (iv), as would not prevent, delay or otherwise impair such Stockholder’s ability to perform its obligations hereunder or (v) violate or conflict with any order, writ, injunction, decree, rule, regulation or law applicable to such Stockholder or such Stockholder’s Subject Shares. If such Stockholder is a married individual and such Stockholder’s Subject Shares constitute community property or otherwise need spousal approval in order for this Agreement to be a legal, valid and binding obligation of such Stockholder, this Agreement has been duly authorized, executed and delivered by, and constitutes a legal, valid and binding obligation of, such Stockholder’s spouse, enforceable against such spouse in accordance with its Subsidiaries taken terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is considered in a wholeproceeding in equity or at law).

No Conflict. Other than None of the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Actexecution, and no filing with, and no permit, authorization, consent delivery or approval of, any Governmental Authority is necessary for the execution performance of this Purchase Agreement or the Registration Rights Agreement by Premier and Parent or Merger Sub, or the consummation by Premier Parent or Merger Sub of the transactions Merger or any other transaction contemplated hereby and therebyby this Agreement will (with or without notice or lapse of time, except for such filings or both), directly or indirectly, conflict with or violate any provision of the failure Parent Charter, the Parent Bylaws or the organizational or governing documents of which Merger Sub or any Parent Subsidiary (except, in the case of organizational or governing documents of any Parent Subsidiary, as would not have or reasonably be expected to be madehave, individually or in the aggregate, could a Parent Material Adverse Effect). Except as would not reasonably be expected to have have, individually or in the aggregate, a material adverse effect on PremierParent Material Adverse Effect, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation none of the transactions contemplated hereby and thereby. Neither the execution and execution, delivery or performance of this Purchase Agreement or the Registration Rights Agreement by Premier nor Parent or Merger Sub, the consummation by Premier Parent or Merger Sub of the transactions Merger or any other transaction contemplated hereby by this Agreement will (with or therebywithout notice or lapse of time, nor compliance by Premier or both), directly or indirectly (a) assuming that all consents, approvals, authorizations and permits described in Section 4.5 have been obtained and all filings and notifications described in Section 4.5 have been made and any waiting periods thereunder have terminated or expired, and any other condition precedent to such consent, approval, authorization or waiver has been satisfied, conflict with or violate any Law applicable to Parent or Merger Sub or any other Subsidiary of Parent (each a “Parent Subsidiary” and, collectively, the “Parent Subsidiaries”) or any of the provisions hereof their respective properties or thereof assets or (ib) conflicts with require any consent, notice or results approval under, violate, conflict with, result in any breach of the Articles or any loss of Incorporation any benefit under, or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation change of any provision of any law, regulation, judgment, injunction, order control or decree binding upon Premierdefault under, or (iii) constitutes a default under result in termination or gives rise give to others any right of termination, vesting, amendment, acceleration or cancellation of, or acceleration result in the creation of a Lien (other than Permitted Liens) upon any right of the respective properties or obligation assets of Premier Parent, Merger Sub or any of its Subsidiaries or Parent Subsidiary pursuant to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchiseContract, permit or other similar authorization held instrument or obligation to which Parent, Merger Sub or any Parent Subsidiary is a party or by Premier which they or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration their respective properties or loss that would not have a material adverse effect on Premier assets may be bound or any of its Subsidiaries taken as a wholeaffected.

No Conflict. Other than (a) Except as set forth on Section 2.5(a) of the filing Disclosure Schedule, the execution and delivery by the Company of this Agreement and any Related Agreement to which the Company is a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Actparty, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution of this Purchase Agreement or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery , will not conflict with or result in any violation of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier default under (with or without notice or lapse of the transactions contemplated hereby time, or therebyboth) or give rise to a right of termination, nor compliance by Premier with cancellation, modification or acceleration of any obligation or loss of the provisions hereof or thereof any benefit under (any such event, a “Conflict”) (i) conflicts with or results in any breach provision of the Articles of Incorporation or bylaws of PremierCharter Documents, (ii) contravenesany Material Contract (as defined in Section 2.15 hereof), conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes any Contract to which the Company is a default under party or gives rise (iv) any Law applicable to any right of termination, cancellation or acceleration of any right or obligation of Premier the Company or any of its Subsidiaries properties (whether tangible or to a loss of any benefit to which Premier intangible) or any of its Subsidiaries is entitled under any provision of any agreementassets, contract or other instrument binding on Premier or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, except, except in the case of clauses (ii) and clause (iii) of this Section 2.5(a), for any such contravention, conflict, violationviolation or default that has not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Section 2.5(b) of the Disclosure Schedule sets forth all necessary consents, defaultwaivers and approvals of parties to any Material Contract, terminationin form and substance reasonably acceptable to Parent, cancellationas are required thereunder in connection with the Merger, acceleration or loss for any such Material Contract to remain in full force and effect without limitation, modification or alteration after the Effective Time so as to preserve all rights of, and benefits to, the Company under such Material Contracts from and after the Effective Time. Following the Effective Time, the Surviving Corporation will be permitted to exercise all of its rights under the Material Contracts without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments that the Company would otherwise be required to pay pursuant to the terms of such Material Contracts had the transactions contemplated by this Agreement not occurred. Following the Effective Time, the Surviving Corporation will be permitted to exercise all of its rights under the Company’s Contracts without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which the Company would otherwise be required to pay pursuant to the terms of such Contracts had the transactions contemplated by this Agreement not occurred, except as would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholeCompany Material Adverse Effect.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report Except as set forth on Schedule 13D under 3.2(e) hereto, except as specifically contemplated in this Agreement and except as would not have a Material Adverse Effect, the Exchange Actexecution, delivery and no filing withperformance by Holdings of this Agreement and the consummation by it of the transactions contemplated hereby: (i) will not violate any provision of law, and no permitrule or regulation, authorizationorder, judgment or decree applicable to Holdings or any of its Subsidiaries; (ii) will not require any consent or approval of, or filing with or notice to, any Governmental Authority is necessary for the execution governmental or regulatory authority under any provision of this Purchase Agreement law applicable to Holdings or the Registration Rights Agreement by Premier and the consummation by Premier of the transactions contemplated hereby and therebyits Subsidiaries, except for such filings the failure of Antitrust Improvements Act and the Exchange Act and except for any consent, approval, filing or notice requirements which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken become applicable solely as a whole, or to prevent or materially delay the consummation result of the transactions contemplated hereby and thereby. Neither the execution and delivery specific regulatory status of this Purchase Agreement Parent or the Registration Rights Agreement by Premier nor the consummation by Premier its affiliates or which Parent or its affiliates are otherwise required to obtain; (iii) will not violate any provision of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles Certificate of Incorporation or bylaws Bylaws of PremierHoldings or any of its Subsidiaries; (iv) will not require any consent, (ii) contravenesapproval or notice under, conflicts with and will not conflict with, or would result in the breach or termination of, or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premierdefault under, or (iii) constitutes a default under or gives rise to any right of termination, cancellation or result in the acceleration of any right or obligation of Premier the performance by Holdings or any of its Subsidiaries under, any indenture, mortgage, deed of trust, lease, license, franchise, contract, agreement or to a loss of any benefit other instrument to which Premier Holdings or any of its Subsidiaries is entitled under a party or by which any provision of any agreementthem, contract or other instrument binding on Premier or any of their assets are bound or encumbered; or (v) will not entitle any employee of Holdings or its Subsidiaries or any license, franchise, permit to severance or other similar authorization held by Premier related payments, or create any of its Subsidiaries, except, other material change in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholecontrol related obligations to employees.

No Conflict. Other than the filing of a Form 4 The execution and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution delivery of this Purchase Agreement or Agreement, the First Amendment to Registration Rights Agreement, the Escrow Agreement by Premier and the consummation by Premier of the transactions contemplated hereby Note and thereby, except for such filings the failure of which to be made, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither by this Agreement, the execution and delivery of this Purchase Agreement or the Amended Registration Rights Agreement, the Escrow Agreement by Premier nor and the consummation by Premier of the transactions contemplated hereby Note will not violate, conflict with, constitute a default or therebybreach under, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with any laws, rules or results in regulations of any breach governmental, administrative or regulatory authority (including without limitation stock or commodity exchanges, securities associations and other self-regulatory bodies (collectively, "Self-Regulatory Organizations")) (collectively, "Governmental Authorities") that are applicable to the Seller or any of the Articles of Incorporation or bylaws of Premierits Subsidiaries (collectively, "Applicable Laws"), (ii) contravenes, conflicts with any provisions of the certificate of incorporation or would constitute a violation bylaws (or comparable constituent or governing documents) of the Seller or any provision of any law, regulation, judgment, injunction, order or decree binding upon Premierits Subsidiaries, or (iii) constitutes a default under any material agreement, contract, or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit instrument to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier Seller or any of its Subsidiaries or any licenseof their assets may be bound or of any judgment, franchiseorder or decree of any Governmental Authority to which Seller may be bound, permit nor will the execution, delivery and performance of this Agreement, the First Amendment to Registration Rights Agreement, the Escrow Agreement or other similar authorization held the Note nor the performance of the Amended Registration Rights Agreement by Premier the Seller result in the creation of any Lien upon the Note or the Conversion Shares or any material asset or right of the Seller or any of its Subsidiaries, except, in the case of clauses (ii) and clause (iii), for any such contraventionviolations, conflictconflicts, violation, default, termination, cancellation, acceleration defaults or loss breaches that would not not, individually or in the aggregate, have a material adverse effect on Premier (i) the business, operations, affairs, financial condition, assets, property, results of operations or any prospects of the Seller and its Subsidiaries Subsidiaries, taken as a whole, (ii) the ability of the Seller to perform any of its material obligations under this Agreement, the Amended Registration Rights Agreement, the Escrow Agreement or the Note or (iii) the validity or enforceability of this Agreement, the Amended Registration Rights Agreement, the Escrow Agreement or the Note (each, a "Material Adverse Effect"). No consent, approval, authorization or order of, or filing or registration with, any Governmental Authority is required for the execution, delivery and performance of this Agreement, the First Amendment to Registration Rights Agreement, the Escrow Agreement and the Note or the performance of the Amended Registration Rights Agreement or Escrow Agreement by the Seller and the consummation by the Seller of the transactions contemplated hereby and thereby.

No Conflict. Other than the filing of a Form 4 The execution, delivery and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution performance of this Purchase Agreement or the Registration Rights Agreement by Premier Merger SPV does not, and the consummation by Premier Merger SPV of the transactions contemplated hereby by this Agreement and therebycompliance by Merger SPV with the provisions of this Agreement will not, except for such filings conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, require consent under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the failure loss of which to be madea benefit under, individually or result in the aggregate, could not reasonably be expected to have a material adverse effect on Premier, and its Subsidiaries, taken as a whole, creation of any Lien in or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with upon any of the provisions hereof properties or thereof other assets of Merger SPV under (i) conflicts with or results in any breach the certificate of the Articles of Incorporation or incorporation and bylaws of PremierMerger SPV, (ii) contravenes, conflicts with any Contract to which Merger SPV is a party or would constitute a violation any of its properties or other assets are subject (including any provision of credit facilities or agreements and any law, regulation, judgment, injunction, order or decree binding upon Premierother indebtedness arrangements), or (iii) constitutes a default under subject to the governmental filings and other matters referred to in the following sentence, any Laws and Orders applicable to Merger SPV or gives rise to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract properties or other instrument binding on Premier or any of its Subsidiaries or any licenseassets, franchise, permit or other similar authorization held by Premier or any of its Subsidiaries, exceptthan, in the case of the immediately preceding clauses (ii) and (iii), for any such contraventionconflicts, conflictviolations, violationbreaches, defaultdefaults, consents, rights of termination, cancellation, acceleration modification or loss acceleration, losses or Liens that would not have a material adverse effect on Premier Merger SPV Material Adverse Effect. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration, notice to or filing with, any Governmental Entity is required by or with respect to Merger SPV in connection with the execution and delivery of its Subsidiaries taken as this Agreement by Merger SPV or the consummation by Merger SPV of the transactions contemplated by this Agreement, except for (x) the filing of the Schedule 13E-3 with the SEC, (y) 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 states in which Merger SPV is qualified to do business, and (z) such other consents, approvals, orders, authorizations, actions, registrations, declarations, notices and filings the failure of which to be obtained or made would not have a wholeMerger SPV Material Adverse Effect.

No Conflict. Other than the filing of a Form 4 and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for (a) Neither the execution and delivery by PGS of this Purchase Agreement or the Registration Rights Agreement by Premier and nor the consummation by Premier PGS of the transactions contemplated hereby and therebyin accordance with the terms hereof will: (i) conflict with or result in a breach of any provisions of the articles of association of PGS or the certificate of incorporation or bylaws or similar organizational documents of any Subsidiary of PGS; (ii) violate, except for such filings or conflict with, or result in a breach of any of the failure terms or provisions of, or constitute a default (or an event which, with notice or lapse of which to be madetime or both, individually would constitute a default) under, or result in the termination or in a right of termination or cancellation of, or give rise to a right of purchase under, or accelerate the aggregateperformance required by, could not reasonably be expected or result in the creation of any Lien upon any of the properties of PGS or its Subsidiaries under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to have a material adverse effect on Premier, and PGS or any of its Subsidiaries, taken as a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with under any of the terms, conditions or provisions hereof of, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement, joint venture or thereof other instrument or obligation to which PGS or any of its Subsidiaries is a party, or by which PGS or any of its Subsidiaries or any of their properties is bound or affected; or (iiii) conflicts subject to the filings and other matters referred to in Section 7.6(b), contravene or conflict with or results in any breach of the Articles of Incorporation or bylaws of Premier, (ii) contravenes, conflicts with or would constitute a violation of any provision of any law, rule, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise applicable to any right of termination, cancellation or acceleration of any right or obligation of Premier or any of its Subsidiaries or to a loss of any benefit to which Premier or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding on Premier PGS or any of its Subsidiaries or any license, franchise, permit or other similar authorization held by Premier of the properties of PGS or any of its Subsidiaries, except, in the case of clauses matters described in clause (ii) and or (iii), as would not have, individually or in the aggregate, a PGS Material Adverse Effect. (b) Neither the execution and delivery by PGS of this Agreement nor the consummation by PGS of the transactions contemplated hereby in accordance with the terms hereof will require any consent, approval, qualification or authorization of, or filing or registration with, any court or governmental or regulatory authority, other than Regulatory Filings, except for any such contraventionconsent, conflictapproval, violation, default, termination, cancellation, acceleration qualification or loss that authorization the failure of which to obtain and for any filing or registration the failure of which to make would not have a material adverse effect on Premier PGS Material Adverse Effect. (c) Neither PGS nor any of its Subsidiaries is in violation of its articles of association or similar organizational documents or in default in the performance or observance of any of the terms, conditions or provisions of, any note, bond, mortgage, indenture or other instrument or agreement (including capital leases) evidencing indebtedness of PGS or any of its Subsidiaries taken as a wholeSubsidiaries.

No Conflict. Other than the filing of a Form 4 The execution and an amendment ----------- to Premier's report on Schedule 13D under the Exchange Act, and no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary for the execution delivery by such Credit Party of this Purchase Agreement or the Registration Rights Agreement by Premier Amendment and the consummation performance by Premier such Credit Party of its obligations under this Amendment, the Third Amended and Restated Credit Agreement and the other Credit Documents to which it is a party, in each case do not and will not (a) violate (i) any provision of any law or any governmental rule or regulation applicable to Company or any of its Restricted Subsidiaries, (ii) any of the transactions contemplated hereby Organizational Documents of Company or any of its Restricted Subsidiaries, or (iii) any order, judgment or decree of any court or other agency of government binding on Company or any of its Restricted Subsidiaries, in the case of clauses (i) and thereby(iii), except for such filings the failure of which to be made, individually or in the aggregate, as could not reasonably be expected to have a material adverse effect on PremierMaterial Adverse Effect, and its Subsidiaries(b) conflict with, taken as result in a whole, or to prevent or materially delay the consummation of the transactions contemplated hereby and thereby. Neither the execution and delivery of this Purchase Agreement or the Registration Rights Agreement by Premier nor the consummation by Premier of the transactions contemplated hereby or thereby, nor compliance by Premier with any of the provisions hereof or thereof (i) conflicts with or results in any breach of the Articles or constitute (with due notice or lapse of Incorporation time or bylaws of Premier, (iiboth) contravenes, conflicts with or would constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon Premier, or (iii) constitutes a default under or gives rise to any right Contractual Obligation of termination, cancellation or acceleration of any right or obligation of Premier Company or any of its Subsidiaries Restricted Subsidiaries, except as could not reasonably be expected to have a Material Adverse Effect, (c) result in or to a loss require the creation or imposition of any benefit to which Premier Lien upon any of the properties or assets of Company or any of its Restricted Subsidiaries is entitled (other than any Liens permitted under the Third Amended and Restated Credit Agreement or created under any provision of the Credit Documents in favor of Collateral Agent, on behalf of Secured Parties), except as could not reasonably be expected to have a Material Adverse Effect, (d) except as could not reasonably be expected to have a Material Adverse Effect, result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any agreementpermit, contract license, authorization or other instrument binding on Premier approval applicable to its operations or any of its Subsidiaries properties or (e) require any licenseapproval of its stockholders, franchisemembers or partners or (f) except as could not reasonably be expected to have a Material Adverse Effect, permit require any approval or other similar authorization held by Premier consent of any Person under any Contractual Obligation of Company or any of its Restricted Subsidiaries, except, except for such approvals or consents which will be obtained on or before the Amendment Effective Date and disclosed in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have a material adverse effect on Premier or any of its Subsidiaries taken as a wholewriting to Lenders.