Common use of Non-Contravention Clause in Contracts

Non-Contravention. The execution and delivery of this Agreement by the Company does not, and performance of this Agreement by the Company will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a whole.

Non-Contravention. The execution and delivery of this Agreement by the Company does do not, and the performance of this Agreement by the Company of its covenants and obligations hereunder, and the consummation of the Transaction, including the Merger will not: not (ia) assuming the Required Company Stockholders adopt this Agreement, violate or conflict with or violate any provision of the Organizational Documents of the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary (in the case of the Companyconsummation of the Merger, (ii) subject to obtaining the adoption Requisite Stockholder Approval); (b) violate, conflict with, result in the breach of, constitute a default (or an event that, with the giving of this Agreement by notice or lapse of time or both, would become a default) pursuant to, or result in the Company’s stockholders as contemplated termination or cancellation of, or accelerate the performance required by, or result in a right of termination, cancellation or acceleration, or the loss of any benefit or change in any other right of the Company or any of its Subsidiaries or any material and adverse change in any terms to which the Company or any of its Subsidiaries is bound, in each case pursuant to any Contract binding on the Company or any of its Subsidiaries; (c) assuming the Governmental Authorizations referred to in Section 5.2 and compliance with 3.6 are obtained and, in the requirements set forth in Section 2.3(d)case of the consummation of the Merger, subject to obtaining the Requisite Stockholder Approval, violate or conflict with or violate any material Legal Requirement Law applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, assets are bound; or (iiid) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Lien (other than Permitted Liens) upon, or any right of first refusal or forced sale to a Lien on third party of, any of the properties or assets of the Company or any of its Subsidiaries pursuant toSubsidiaries, any Company Scheduled Contract, except, as to except in the case of each of clauses (iib), (c) and (iii)d) for such violations, respectively, for any such conflicts, violations, breaches, defaults defaults, terminations, accelerations, rights or other occurrences which Liens that have not had, and would not reasonably be material expected to have, individually or in the aggregate, a Company Material Adverse Effect and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with that would not otherwise prevent or materially delay the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMerger.

Non-Contravention. The execution execution, delivery and delivery performance by Buyer of this Agreement and the execution, delivery and performance by each of Buyer and Parent of each of the Company does notAncillary Agreements to which it is a party, and performance the consummation of this Agreement by the Company transactions contemplated hereby and thereby, do not and will not: not (ia) violate any provision of the certificate of incorporation, bylaws or other organizational documents of Buyer, Parent or any of Parent’s Affiliates, (b) assuming the Required Company Stockholders adopt this Agreementreceipt of all consents, approvals, waivers and authorizations and the making of notices and filings set forth on Schedule 4.6 of the Buyer Disclosure Schedule with respect to any Person which is not a Government Entity or Self-Regulatory Organization, conflict with with, or violate result in the Company Charter Documents breach of, or any Subsidiary Charter Documents constitute a default under, or result in the termination, cancellation, modification or acceleration (whether after the filing of notice or the lapse of time or both) of any Subsidiary right or obligation of the CompanyBuyer, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company Parent or any of its Subsidiaries Parent’s Affiliates, under, or by result in a loss of any benefit to which the Company Buyer, Parent or any of its Subsidiaries Parent’s Affiliates is entitled under, any Contract to which any of them is a party or result in the creation of any Encumbrance upon any of their respective properties is bound Assets or affected, give rise to any Purchase Right or (iiic) assuming the receipt of all consents, approvals, waivers and authorizations and the making of notices and filings set forth on Schedule 4.6 of the Buyer Disclosure Schedule with respect to Government Entities or Self-Regulatory Organizations or required to be made or obtained by Seller, violate or result in any a breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) underunder any Law to which Buyer, or materially impair the Company’s Parent or any of its Subsidiaries rights or materially alter the rights or obligations of any third party underParent’s Affiliates is subject, or give to others under any rights of terminationParent Governmental Authorization, amendmentother than, acceleration or cancellation of, or result in the creation case of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (iib) and (iiic), respectively, for any such conflicts, violations, breaches, defaults terminations, defaults, cancellations, accelerations, losses, violations or other occurrences which Encumbrances that would not be material to the Company and its Subsidiariesnot, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in reasonably be expected to have a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeParent Material Adverse Effect.

Non-Contravention. The execution and delivery of this Agreement the Transaction Documents by the Company does not, and performance of this Agreement the consummation by the Company of the issuance of the Securities as contemplated by this Agreement and consummation by the Company of the other transactions contemplated by the Transaction Documents do not and will not: , with or without the giving of notice or the lapse of time, or both, (i) assuming result in any violation of any term or provision of the Required Company Stockholders adopt this AgreementArticles of Incorporation, conflict with any Certificate of Designations of any outstanding series of preferred stock or violate Bylaws of the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the CompanySubsidiary, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to result in a breach by the Company or any Subsidiary of its Subsidiaries or by which the Company or any of its Subsidiaries the terms or any of their respective properties is bound or affectedprovisions of, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair result in the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation modification of, or result in the creation or imposition of a Lien on any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries Subsidiary pursuant to, any indenture, mortgage, deed of trust or other agreement or instrument to which the Company Scheduled Contractor any Subsidiary is a party or by which the Company or any Subsidiary or any of their respective properties or assets are bound or affected, exceptin any such case which would be reasonably likely to have a material adverse effect on the business, as to clauses properties, operations, condition (ii) and (iiifinancial or other), respectively, for any such conflicts, violations, breaches, defaults results of operations or other occurrences which would not be material to prospects of the Company and its the Subsidiaries, taken as a whole. Section 2.3(b)(iv) , or the validity or enforceability of, or the ability of the Company Disclosure Letter lists all consentsto perform its obligations under, waivers and approvals under the Transaction Documents, (iii) violate or contravene any applicable law, rule or regulation or any applicable decree, judgment or order of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated herebyany court, whichUnited States federal or state regulatory body, if individually administrative agency or in the aggregate not obtained, would result in a loss of benefits to other governmental body having jurisdiction over the Company or any Subsidiary or any of its Subsidiaries that their respective properties or assets, in any such case which would be reasonably likely to have a material to adverse effect on the business, properties, operations, condition (financial or other), results of operations or prospects of the Company and its the Subsidiaries, taken as a whole, or the validity or enforceability of, or the ability of the Company to perform its obligations under, the Transaction Documents, or (iv) have any material adverse effect on any permit, certification, registration, approval, consent, license or franchise necessary for the Company or any Subsidiary to own or lease and operate any of its properties and to conduct any of its business or the ability of the Company or any Subsidiary to make use thereof.

Non-Contravention. The execution and delivery of this Agreement by the Company does notexecution, delivery, and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated by this Agreement, including the Merger, do not and will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption Requisite Company Vote, contravene or conflict with, or result in any violation or breach of, the Charter Documents of this Agreement the Company or any of its Subsidiaries; (ii) assuming that all Consents contemplated by Section 3.03(c) have been obtained or made and, in the Company’s stockholders as contemplated in Section 5.2 and compliance with case of the requirements set forth in Section 2.3(d)consummation of the Merger, obtaining the Requisite Company Vote, conflict with or violate any material Legal Requirement Law applicable to the Company or Company, any of its Subsidiaries or by which the Company or any of its Subsidiaries Subsidiaries, or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair result in the Company’s or any of its Subsidiaries rights Subsidiaries’ loss of any benefit or materially the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to others any third party any rights of termination, amendment, acceleration or cancellation ofacceleration, or cancellation, or require any Consent under, any Contract to which the Company or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled ContractSubsidiaries, except, as to in the case of each of clauses (ii) and ), (iii), respectivelyand (iv), for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The execution and delivery of this Agreement by the Company does do not, and performance of this Agreement and consummation of the transactions contemplated by the this Agreement by Company will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate any provision of any of the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as approvals contemplated in Section 5.2 and compliance with the requirements set forth in or disclosed pursuant to Sections 2.3(a) and 2.3(c) and the applicable provisions of the DGCL, CCC, DLCA, the HSR Act (as defined in Section 2.3(d2.3(c)), if applicable, any applicable foreign anti-trust Legal Requirements and the listing requirements of Nasdaq, conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) subject to obtaining the consents set forth in Section 2.3(c) of the Company Disclosure Schedule, conflict with or violate any of the terms or requirements of, or give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or modify, any Permits (as defined in Section 2.8(b)) or any right under any Contract with any Governmental Entity that is held by Company or any of its Subsidiaries or that otherwise relates to the business or assets of Company or any of its Subsidiaries or (iv) subject to obtaining the consents set forth in Section 2.3(c) of the Company Disclosure Schedule, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Company or any of its Subsidiaries or result in, or increase the likelihood of, the disclosure or delivery to any escrow holder or other Person of any Company IP (as defined in Section 2.7(a)(i)), or the transfer of any material asset of Company to any Person pursuant to, any Company Scheduled ContractMaterial Contract (as defined in Section 2.15(a)), except, as to in the case of clauses (ii) and (iii), respectively) above, for any such conflicts, violations, breaches, defaults defaults, impairments, alterations, rights of termination, amendments, acceleration or other occurrences which would not be material to the Company and its Subsidiariescancellation, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consentsLiens or violations that, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate aggregate, have not obtained, had and would result in not reasonably be expected to have a loss of benefits to the Company or any of its Subsidiaries that would be material to the Material Adverse Effect on Company and its Subsidiaries, taken as a whole.

Non-Contravention. The execution and delivery of this Agreement by the Company does not, and performance of this Agreement Agreement, the performance by the Company of its covenants and obligations hereunder and the consummation by the Company of the transactions contemplated hereby do not and will not: not (ia) assuming the Required Company Stockholders adopt this Agreement, violate or conflict with any provision of the certificate of incorporation or violate bylaws of the Company Charter Documents or any Subsidiary Charter Documents the certificates of incorporation, bylaws or other constituent documents of any Subsidiary of the Company’s Subsidiaries, (iib) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements such Consents set forth in Section 2.3(d)4.4 of the Company Disclosure Letter, violate, conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affectedwith, or (iii) result in any the breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or materially impair result in the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party undertermination of, or give to others any rights of termination, amendment, acceleration or cancellation ofaccelerate the performance required by, or result in the creation a right of a Lien on any of the properties termination or assets of the Company or any of its Subsidiaries pursuant toacceleration under, any Company Scheduled Material Contract, except(c) assuming the Consents referred to in Section 4.5 are obtained or made and, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to in the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) case of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated herebyMerger, whichsubject to obtaining the Requisite Stockholder Approval if required by applicable Law, if individually violate or conflict with in the aggregate not obtained, would result in a loss of benefits any material respect any Law or Order applicable to the Company or any of its Subsidiaries that or by which any which of their properties or Assets are bound, or (d) result in the creation of any Lien (other than Permitted Liens) upon any of the Assets, except in the case of each of clauses (b), (c) and (d) above, for such violations, conflicts, defaults, terminations, accelerations or Liens which would be material to not have, individually or in the aggregate, a Company Material Adverse Effect or prevent or materially delay the consummation by the Company of the transactions contemplated hereby or the performance by the Company of its covenants and obligations hereunder. The Company has terminated the Dell Merger Agreement in accordance with its Subsidiaries, taken as a wholeterms and has no further obligations thereunder.

Non-Contravention. The execution and delivery of this Agreement by Neither the Company does not, and performance nor any of this Agreement by the Company will not: its subsidiaries is (i) assuming the Required Company Stockholders adopt this Agreementin violation of its charter, conflict with bylaws, partnership agreement or violate the Company Charter Documents limited liability company agreement, as applicable, or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining in default in the adoption performance or observance of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries subsidiaries is a party or by which it or any of their respective properties is bound or affectedthem may be bound, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on which any of the properties property or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses subsidiaries is subject except in the case of clause (ii) and (iii), respectively, for any such conflictsviolation or default which, violationsindividually or in the aggregate, breaches, defaults or other occurrences which would not be material to have a Material Adverse Effect; and the execution, delivery and performance by the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) each of the Company Disclosure Letter lists all consentsSubsidiary Guarantors of this Agreement, waivers the Indenture, the Notes and approvals under any of the Company Scheduled Contracts required to be obtained in connection with Subsidiary Guarantees and the consummation of the transactions contemplated herebyherein and therein and compliance by the Company and the Subsidiary Guarantors with their respective obligations hereunder and thereunder have been duly authorized by all necessary corporate, whichlimited liability company or partnership action, if individually as applicable, and will not conflict with or constitute a breach of, or default under, or result in the aggregate not obtainedcreation or imposition of (other than as expressly contemplated thereby) any lien, would result charge or encumbrance (in a loss each case, other than Liens permitted under the Indenture) upon any property or assets of benefits to the Company or any of its Subsidiaries subsidiaries pursuant to, any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject, except for such conflicts, breaches or defaults which, individually or in the aggregate, would not have a Material Adverse Effect, nor will such action result in any violation of (i) the provisions of the charter, bylaws, partnership agreement or limited liability company agreement, as applicable, of the Company or any of its subsidiaries or (ii) any applicable law, administrative regulation or administrative or court decree, except in the case of clause (ii) for any violation that would be material to the Company and its Subsidiaries, taken as not have a wholeMaterial Adverse Effect.

Non-Contravention. The execution Assuming compliance with the matters referred to in Section 3.03, the execution, delivery and delivery performance by the Company of this Agreement and the consummation by the Company does not, of the transactions contemplated hereby do not and performance of this Agreement by the Company will not: (i) assuming receipt of the Required approval of shareholders of the Company Stockholders adopt this Agreementreferred to in Section 3.02, contravene or conflict with the certificate of incorporation or by-laws of the Company; (ii) contravene or conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents constitute a violation of any Subsidiary provision of the Companyany law, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d)regulation, conflict with judgment, injunction, order or violate any material Legal Requirement decree binding upon or applicable to the Company or any Company Subsidiary that would be a significant subsidiary within the meaning of its Subsidiaries or by which Regulation S-X under the Company or any Exchange Act (a "Significant Subsidiary of its Subsidiaries or any of their respective properties is bound or affected, or the Company"); (iii) result in any a breach or violation of or constitute a default (or an event that with the giving of notice or the lapse of time or both would become constitute a default) underunder or give rise to a right of termination, amendment, cancellation or materially impair acceleration of any right or obligation of the Company’s Company or any Significant Subsidiary of the Company or to a loss of any material benefit to which the Company or any Significant Subsidiary of the Company is entitled or require any consent, approval or authorization under any provision of any material agreement, contract or other instrument binding upon the Company or any Significant Subsidiary of the Company or any of its Subsidiaries rights their respective assets (including any material license, franchise, permit or materially alter other similar authorization held by the rights Company or obligations any Significant Subsidiary of the Company); or (iv) result in the creation or imposition of any third party underLien on any material asset of the Company or any Significant Subsidiary of the Company, except for such contraventions, conflicts or give violations referred to others any in clause (ii) and breaches, violations, defaults, rights of termination, amendment, acceleration cancellation or cancellation ofacceleration, losses, Liens or result other occurrences referred to in the creation of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (iiiii) and (iii)iv) (each, respectively, for any such conflicts, violations, breaches, defaults or other occurrences which a "Violation") that in the aggregate would not be material to have a Material Adverse Effect. Upon consummation of the Company's joint venture agreement with TCI Communications, Inc., the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of will amend the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required Schedule with respect to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits this Section 3.04 to the Company or any of its Subsidiaries that would be material give effect to the Company and its Subsidiaries, taken as a wholesuch transaction.

Non-Contravention. The execution and execution, delivery of this Agreement by the Company does not, and performance of this Agreement by the Company, and the consummation by the Company will not: of the transactions contemplated hereby (including issuance of the Securities), do not (i) assuming the Required Company Stockholders adopt this Agreement, contravene or conflict with the Certificate of Incorporation (the “Certificate of Incorporation”) or violate Bylaws (the “Bylaws”) of the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, Subsidiary; (ii) subject to obtaining assuming the adoption accuracy of this Agreement the representations and warranties made by the Company’s stockholders as contemplated Purchasers in Section 5.2 and compliance with the requirements set forth 4 hereof, constitute a violation in Section 2.3(d), conflict with or violate any material Legal Requirement respect of any provision of any federal, state, local or foreign law, rule, regulation, order, judgment or decree applicable to the Company or any Subsidiary or by which any of its Subsidiaries the Company’s or any Subsidiary’s assets are bound or affected; or (iii) constitute a default or require any consent under, give rise to any right of termination, cancellation or acceleration of, or to a loss of any material benefit to which the Company or any Subsidiary is entitled under, or result in the creation or imposition of any material lien, claim or encumbrance on any assets of the Company or any Subsidiary under, any agreement, credit facility, debt or other instrument or other understanding to which the Company or any Subsidiary is a party or is bound or any permit, license or similar right relating to the Company or any Subsidiary or by which the Company or any of its Subsidiaries or any of their respective properties is Subsidiary may be bound or affected. The transactions contemplated under this Agreement (together with any issuance by the Company or entering into by the Company of any options or other derivative securities in respect of its stock, whether or not undertaken as part of the transactions entered into under this Agreement), is not intended to be, and do not constitute, fraudulent, deceptive, manipulative or otherwise unlawful acts, practices or trading activities by the Company for purposes of applicable U.S. federal and state securities laws and regulations and all rules and regulations of any exchange on which the Company’s stock is listed, including, without limitation, any actions or omissions which would violate or require the disgorgement of profits under any of: (i) Sections 9(a), 10(b) or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any rules or regulations adopted thereunder; (ii) Regulation M under the Securities Act; or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(ivRule 4310(c)(16) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeNASDAQ Stock Market.

Non-Contravention. The execution and execution, delivery of this Agreement by the Company does not, and performance of this Agreement and the other Transaction Documents by Seller, and the Company consummation of the Transactions, do not and will not: not (ia) assuming violate any provision of the Required Company Stockholders adopt this Agreement, conflict with certificate of incorporation or violate bylaws of Seller and the Company Charter Documents or any Subsidiary Charter Documents comparable organizational documents of any Subsidiary of the Company, Divesting Entity; (iib) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated consents referred to in Section 5.2 and compliance with 4.03(b) of the requirements set forth in Section 2.3(d)Disclosure Schedules, materially conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affectedwith, or (iii) violate, result in any the breach of or of, constitute a default under or result in the termination, cancellation or acceleration (or an event that with whether after the giving of notice or the lapse of time or both would become both) of any right or obligation of Seller or any Divesting Entity under any Transferred Contract, Transferred Governmental Authorization or the Seller Debt Documents, or to a default) material loss of any benefit with respect to the Business to which Seller or any Divesting Entity is entitled under, any Transferred Contract, Transferred Governmental Authorization or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation ofSeller Debt Documents, or result in the creation of a any Lien on (other than Permitted Liens) upon any of the properties Purchased Assets; or assets (c) assuming compliance with the matters set forth in Section 4.04 and Section 5.03, materially violate or result in a breach of, or constitute a default under any Law or other restriction of the Company any Governmental Authority to which Seller or any of its Subsidiaries pursuant to, any Company Scheduled ContractDivesting Entity is subject, except, as with respect to clauses (iib) and (iiic), respectively, for any such conflicts, violations, breaches, defaults conflicts, defaults, losses, Liens, terminations, cancellations, accelerations or other occurrences which inaccuracies that would not be material to the Company and its Subsidiariesnot, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits reasonably be expected to be materially adverse to the Company Purchased Assets or any of its Subsidiaries that would be material to the Company and its Subsidiariesconduct of the Business, taken as a whole.

Non-Contravention. The execution and delivery of this Agreement by the Company does not, and performance of this Agreement by the Company will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the CompanyDocuments, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 Company Shareholders' Approval and compliance with the requirements set forth in Section 2.3(d3.3(c), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a material default) under, or materially impair the Company’s or any of its Subsidiaries 's rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the material properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, Material Contract (as to defined in Section 3.14 except in the case of clauses (ii) and (iii), respectively) above, for any such conflictsconflict, violationsviolation, breachesbreach, defaults violation, impairment, alteration, termination, amendment, acceleration, cancellation or other occurrences which creation that, individually or in the aggregate, would not reasonably be material expected to have a Material Adverse Effect on the Company and its Subsidiaries, taken as a wholeCompany. Section 2.3(b)(iv3.3(b) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Company's or any of its Subsidiaries' Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, whichexcept those the failure of which to be obtained would not, if individually or in the aggregate not obtainedaggregate, would result in reasonably be expected to have a loss of benefits to Material Adverse Effect on the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeCompany.

Non-Contravention. The execution and execution, delivery of this Agreement by the Company does not, and performance of this Agreement and the other Transaction Documents by Seller, the Company other Seller Entities and the Conveyed Companies party thereto, as applicable, and the consummation of the transactions contemplated hereby and thereby, do not and will not: not (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with without notice or lapse of time or both would become a defaultboth): (a) underviolate, conflict with, or materially impair result in any breach of any provision of the Company’s Constituent Documents of Seller or any of its Subsidiaries rights the Equity Selling Entities, the Asset Selling Entities or materially alter the rights or obligations Conveyed Companies party thereto, as applicable; (b) subject to obtaining the consents referred to on Schedule 3.4 and Schedule 3.5 of any third party the Seller Disclosure Letter, conflict with, result in a breach of, constitute a default under, require any waiver, approval or give to others any rights of termination, amendment, acceleration or cancellation ofconsent under, or result in the termination, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any right or obligation of the Seller Entities or the Conveyed Companies under, or to a loss of any benefit of the Business to which the Seller Entities or the Conveyed Companies are entitled under, any Material Contract or Real Property Lease, (c) assuming all actions by or in respect of, or filing with, any Governmental Authority set forth on Schedule 3.4 of the Seller Disclosure Letter have been made or obtained, violate or result in a breach or violation of or constitute a default under any Law or other restriction of any Governmental Authority to which the Purchased Assets, any Seller Entity or Conveyed Company is subject or (d) result in the imposition or creation of a any Lien on upon the Equity Interests, any of the properties Purchased Assets or any assets of the Company Conveyed Companies, other than a Permitted Lien upon any Purchased Assets or any assets of its Subsidiaries pursuant to, any Company Scheduled Contract, the Conveyed Companies; except, as with respect to clauses (iib), (c) and (iiid), respectively, for any such conflicts, violations, breaches, defaults conflicts, defaults, terminations, cancellations or other occurrences which accelerations as would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The execution execution, delivery and delivery performance of this Agreement each of the Transaction Documents by the Company, and the consummation by the Company does notof the transactions contemplated thereby, and performance of this Agreement by the Company will not: not (ia) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents result in a violation of any Subsidiary provision of the Articles of Incorporation or Bylaws of the Company, (iib) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), violate or conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affectedwith, or (iii) result in any a breach of any provision of, or constitute a default (or an event that which with notice or lapse of time or both would could become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument to which the Company or any of its Subsidiaries is a party or (c) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the creation of a Lien on Company or any of its Subsidiaries or by which any property or asset of the properties Company or any of its Subsidiaries is bound or affected, except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is in violation of its Articles of Incorporation, Bylaws or other organizational documents and neither the Company nor any of its Subsidiaries is in default (and no event has occurred which with notice or lapse of time or both could put the Company or any of its Subsidiaries in default) under, and neither the Company nor any of its Subsidiaries has taken any action or failed to take any action that would give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party or by which any property or assets of the Company or any of its Subsidiaries pursuant tois bound or affected, any Company Scheduled Contractexcept for possible defaults as would not, exceptindividually or in the aggregate, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to have a Material Adverse Effect. The businesses of the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) if any, are not being conducted in violation of the Company Disclosure Letter lists all consentsany law, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated herebyrule, whichregulation, if individually order, judgment or in the aggregate not obtained, would result in a loss of benefits decree applicable to the Company or any of its Subsidiaries that or their respective properties or assets, ordinance or regulation of any governmental entity, except for such violations as would be material to not, individually or in the Company and its Subsidiariesaggregate, taken as have a wholeMaterial Adverse Effect.

Non-Contravention. The Except as set forth in Section 3.4(b)(i) of the Seller Disclosure Schedule, the execution and delivery of this Agreement by the Company Seller does not, and performance the consummation of this Agreement by the Company transactions contemplated hereby will not: , violate or result in a material breach of any provision of, constitute a material default (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with without notice or lapse of time or both would become a defaultboth) under, result in the termination or materially impair modification of, accelerate the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party underperformance required by, or give to others any rights result in a right of termination, amendment, cancellation or acceleration of any obligation or cancellation ofthe loss of a material benefit under, or result in the creation of a Lien on any material Encumbrance, except for Permitted Encumbrances, upon any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses Subsidiary (ii) and (iii), respectively, for any such conflictsviolation, violationsbreach, breachesdefault, defaults right of termination, modification, cancellation or other occurrences which would not be material acceleration, loss or creation, is referred to herein as a “Violation” with respect to the Seller, the Company and its any Company Subsidiary, and such term when used in Article V has a correlative meaning with respect to the Buyer and the Buyer Subsidiaries) pursuant to any provisions of (i) the articles of incorporation, taken as a whole. Section 2.3(b)(iv) by-laws or similar governing documents of the Company Disclosure Letter lists all consentsSeller, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any Company Subsidiary, (ii) subject to obtaining the Seller Required Statutory Approvals, any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of its Subsidiaries that would be material any Governmental Authority applicable to the Seller, the Company and its Subsidiariesor any Company Subsidiary or any of their respective properties or assets, taken as or (iii) subject to obtaining the third-party consents set forth in Section 3.4(b)(iii) of the Seller Disclosure Schedule (the “Seller Required Consents”), any material note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Seller, the Company or any Company Subsidiary is a wholeparty or by which they or any of their respective properties or assets may be bound or affected, except in the case of clause (ii) or (iii) for any such Violation which is not reasonably likely to prevent, materially delay or materially impair the Seller’s ability to consummate the transactions contemplated by this Agreement.

Non-Contravention. The execution and delivery of this Agreement and the Related Documents by the Company does and its Subsidiaries do not, and performance the consummation of this Agreement by the Company transactions contemplated hereby and thereby will not: (i) assuming the Required Company Stockholders adopt this Agreement, violate, conflict with with, or violate the Company Charter Documents or any Subsidiary Charter Documents result in a breach of any Subsidiary of the Companyprovision of, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a defaulttime) under, or materially impair result in the Company’s termination or any of its Subsidiaries rights or materially alter the rights or obligations of any third party undermodification of, or give to others any rights accelerate the performance required by, or result in a right of termination, amendmentcancellation, or acceleration of any obligation or cancellation ofthe loss of a benefit under, or result in the creation of a any Lien on upon any of the properties or assets of the Company or any of its Subsidiaries or any of its Joint Ventures (any such violation, conflict, breach, default, right of termination, modification, cancellation or acceleration, loss or creation, a "Violation" with respect to the Company, its Subsidiaries and Joint Ventures) pursuant toto any provisions of (i) the articles of incorporation, by-laws or similar governing documents of the Company, subject to Section 4.4(b)(i) of the Company Disclosure Schedule, any of its Subsidiaries or any of its Joint Ventures, (ii) subject to obtaining the Company Scheduled ContractRequired Statutory Approvals and the receipt of the Company Shareholders' Approval, exceptany statute, as law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority applicable to the Company, any of its Subsidiaries or any of its Joint Ventures, or any of their respective properties or assets or (iii) subject to obtaining the third-party consents or other approvals set forth in Section 4.4(b)(iii) of the Company Disclosure Schedule (the "Company Required Consents"), any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease, commitment, security agreement, loan agreement, or other instrument, obligation, agreement or other Contract of any kind to which the Company, any of its Subsidiaries or any of its Joint Ventures is a party or by which any of such persons or any of their properties or assets may be bound or affected, excluding from the foregoing clauses (ii) and (iii), respectively, for any ) such conflicts, violations, breaches, defaults or other occurrences which Violations as would not be material to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The execution and delivery of this Agreement by the Company does not, and performance of this Agreement Agreement, the performance by the Company of its covenants and obligations hereunder and the consummation by the Company of the transactions contemplated hereby do not and will not: not (ia) assuming the Required Company Stockholders adopt this Agreement, violate or conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary provision of the Company, (ii) subject to obtaining the adoption certificate of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with incorporation or violate any material Legal Requirement applicable to bylaws of the Company or any of its Subsidiaries or by which Subsidiaries; (b) subject to obtaining such Consents set forth in Section 3.4 of the Company or any of its Subsidiaries or any of their respective properties is bound or affectedDisclosure Letter, violate, conflict with, or (iii) result in any the breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or materially impair result in the Company’s termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, any Contract to which the Company or any of its Subsidiaries rights is a party; (c) assuming the Consents referred to in Section 3.5 are obtained or materially alter made and, in the rights case of the consummation of the Merger, subject to obtaining the Requisite Stockholder Approval, violate or obligations conflict with any Law or Order applicable to the Company or any of its Subsidiaries or by which any third party under, of their properties or give to others any rights of termination, amendment, acceleration assets are bound; or cancellation of, or (d) result in the creation of a any Lien on (other than Permitted Liens) upon any of the properties or assets of the Company or any of its Subsidiaries pursuant toSubsidiaries, any Company Scheduled Contract, except, as to except in the case of each of clauses (iib), (c) and (iii), respectivelyd) above, for any such violations, conflicts, violationsdefaults, breachesterminations, defaults accelerations or other occurrences Liens which would not be material to have, individually or in the aggregate, a Company Material Adverse Effect or prevent or materially delay the consummation by the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated herebyhereby or the performance by the Company of its covenants and obligations hereunder. The Company has terminated the Uphill Merger Agreement in accordance with Section 8.1(e) thereof, which, if individually or and instructed the Company Escrow Agent (as defined in the aggregate not obtained, would result in a loss of benefits Uphill Merger Agreement) to release the Company or any Escrow Amount (as defined in the Uphill Merger Agreement) to Uphill. Each of the Company Escrow Agreement (as defined in the Uphill Merger Agreement), the DB Escrow Agreement (as defined in the Uphill Merger Agreement) and the CMB Escrow Agreement (as defined in the Uphill Merger Agreement) has been terminated. The Company has made available to Parent correct and complete copies of the minutes (or, in the case of minutes that have not yet been finalized, drafts thereof) of all meetings of stockholders, the Board of Directors and each committee of the Board of Directors of the Company and each of its Subsidiaries that would be material to held since January 1, 2013, other than the Company minutes of those meetings of the Board of Directors and its Subsidiaries, taken as a wholecommittees thereof at which the negotiation and execution of this Agreement or any prior negotiations with any third parties in respect of any similar transactions were discussed.

Non-Contravention. The execution execution, delivery and delivery of this Agreement performance by the Company does notand the Company Subsidiaries of this Agreement, and performance the consummation of this Agreement by the Company transactions contemplated hereby, do not and will not: not (i) assuming violate any provision of the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Organizational Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its the Company Subsidiaries; (ii) assuming the receipt of all consents, approvals, waivers and authorizations and the making of the notices and filings set forth on Schedule 7.02(c), to the Knowledge of the Company, conflict with, or result in the breach of, or constitute a default under, or result in the termination, cancellation, modification or acceleration (whether after the filing of notice or the lapse of time or both) of any right or obligation of the Company or any of the Company Subsidiaries under, or by result in a loss of any benefit to which the Company or any of its the Company Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) entitled under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation ofContract, or result in the creation of a any Lien on any of (other than Permitted Liens) upon the assets and properties or assets of the Company or any of the Company Subsidiaries; or (iii) assuming the receipt of all consents, approvals, waivers and authorizations and the making of notices and filings set forth on Schedule 7.02(c) or required to be made or obtained by AIG or any of its Affiliates, to the Knowledge of the Company, violate or result in a breach of or constitute a default under any Law, Governmental Order or Self-Regulatory Organization Approval to which the Company or any of the Company Subsidiaries pursuant tois subject, any Company Scheduled Contractother than, except, as to in the cases of clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults terminations, defaults, cancellations, accelerations, losses, violations or other occurrences which Liens that would not be material materially impair or delay the Company’s ability to the Company and perform its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeobligations hereunder.

Non-Contravention. The execution Except as set forth on Section 3.04 of the Company Disclosure Schedule, the execution, delivery and delivery performance by Company of this Agreement by the Company does do not, and performance the consummation by Company of this Agreement by the Company transactions contemplated hereby will not: (ia) assuming receipt of the Required Company Stockholders adopt this Agreementapproval of shareholders referred to in Section 3.02, contravene or conflict with the articles of incorporation, bylaws or violate the Company Charter Documents or any Subsidiary Charter Documents similar organizational documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries Significant Subsidiaries; (b) assuming compliance with the matters referred to in Section 3.03, contravene or by which the conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to Company or any of its Subsidiaries or any of their respective properties is bound or affected, or Subsidiaries; (iiic) result in any breach of or constitute a default (or an event that which with notice or notice, the lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, under or give rise to others any rights a right of termination, amendment, cancellation or acceleration of any right or cancellation of, or result in the creation obligation of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as or to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits any benefit to the which Company or any of its Subsidiaries that would be material to is entitled under any provision of any agreement, contract or other instrument binding upon Company or any of its Subsidiaries and which either has a term of more than one year or involves the payment or receipt of money in excess of $1,000,000 (a "Company and Agreement") or any license, franchise, permit or other similar authorization held by Company or any of its Subsidiaries; or (d) result in the creation or imposition of any Lien on any asset of Company or any of its Subsidiaries, taken as except for such contraventions, conflicts or violations referred to in clause (b) or defaults, rights of termination, cancellation or acceleration, losses or Liens referred to in clause (c) or (d) that would not, individually or in the aggregate, have a wholeMaterial Adverse Effect on Company. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset.

Non-Contravention. The execution and execution, delivery of this Agreement by the Company does not, and performance of this Agreement by and the Company transactions contemplated hereby do not and will notnot result in a breach of any of the terms and provisions of, or constitute a default under: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents Company’s or any Subsidiary Charter Documents of any Subsidiary of the CompanySubsidiaries charter, bylaws or other organizational documents, as the case may be; (ii) subject any statute, indenture, mortgage, deed of trust, voting trust agreement, note, lease or other agreement or instrument to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries Subsidiary (as defined below) is a party or by which the Company, any subsidiary or any of their respective properties is bound or affected, or bound; (iii) result in any breach rule or regulation or order of any court or constitute a default (other governmental agency or an event that body with notice or lapse of time or both would become a default) under, or materially impair jurisdiction over the Company’s , any Subsidiary or any of its Subsidiaries rights or materially alter the rights or obligations of any third party undertheir respective properties, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, except for any such conflicts, violationsbreaches or defaults that do not result in and could not reasonably be expected to result in, breachesindividually or in the aggregate, defaults a Company MAE (as defined below); and no consent, approval, authorization or other occurrences which would not be material to order of any court or governmental agency or body has been or is required for the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) performance of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with this Agreement or for the consummation of the transactions contemplated herebyherein except as have been obtained or will be obtained under the Securities Act, whichfrom the Financial Industry Regulatory Authority, if individually Inc. (“FINRA”) or as may be required under the applicable “blue sky” or other state securities laws in connection with the aggregate not obtained, would result offer and sale of the Shares or under the laws of states in a loss of benefits to which the Company or any of the Subsidiaries may own real properties in connection with its Subsidiaries qualification to transact business in those states or as may be required by subsequent events which may occur. As used in this Agreement, “Company MAE” means any event, circumstance, occurrence, fact, condition, change or effect, individually or in the aggregate, that would is, or could reasonably be material expected to be, materially adverse to (A) the condition, financial or otherwise, earnings, business, affairs or prospects of the Company and its Subsidiaries, taken the Subsidiaries considered as a whole, or (B) the ability of the Company to perform its obligations under this Agreement or the validity or enforceability of this Agreement.

Non-Contravention. The execution and delivery of this Agreement by the Company does notexecution, delivery, and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated by this Agreement, including the Merger, and of the transactions contemplated by the Voting Agreement by the Principal Stockholder, do not and will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption Requisite Company Vote, contravene or conflict with, or result in any violation or breach of, (A) the Charter Documents of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or (B) any resolution adopted by which the Company Board or any committee thereof, the stockholders of the Company or the board of directors or stockholders any of its Subsidiaries; (ii) assuming that all Consents contemplated by clauses (i) through (vi) of Section 3.03(c) have been obtained or made and, in the case of the consummation of the Merger, obtaining the Requisite Company Vote, contravene or conflict with or result in any violation of any Law, or give any Governmental Entity (in its capacity as a Governmental Entity, and not as a stockholder of the Company or any of its Subsidiaries) the right to prevent the consummation of the Merger under any Law applicable to the Company, any of its Subsidiaries, or any of their respective properties or assets, (iii) contravene or conflict with or result in any violation of any of the terms or requirements of, or give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Permit that is held by the Company or any of its Subsidiaries, or that otherwise relates to the business of, or any of the assets owned or used by, the Company or any of its Subsidiaries; (iv) cause the Company or any of its Subsidiaries to become subject to, or to become liable for the payment of, any Tax; (v) cause any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s assets owned by the Company or any of its Subsidiaries rights to be reassessed or materially alter the rights revalued by any taxing authority or obligations of any third party under, other Governmental Entity; or give to others any rights of termination, amendment, acceleration or cancellation of, or (vi) result in the creation of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled ContractSubsidiaries, except, as to in the case of each of clauses (ii) and ), (iii), respectively(iv), (v) and (vi), for any such contraventions, conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which would not be material liabilities, alterations, terminations, amendments, modifications, accelerations, cancellations, revocations, suspensions, withdrawals or Liens that, or where the failure to the Company and its Subsidiariesobtain any Consents, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consentsin each case, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate aggregate, does not obtained, would result in constitute a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The Except as set forth in Section 3.3 of the Purchaser Disclosure Schedule, the execution and delivery of this Agreement and each of the Ancillary Agreements by the Company Purchaser does not, and performance the consummation of this Agreement by the Company transactions contemplated hereby and thereby (including the Financing) will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of any provision of the Organizational Documents of Purchaser, (ii) result in a violation or breach of any provision of, constitute a default (with or an event that with without due notice or lapse of time or both would become both) a default) default under, give rise to a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or materially impair the Company’s require any consent under, any Contract of any kind to which Purchaser is a party or by which it or any of its Subsidiaries rights properties or materially alter Assets may be bound or affected, (iii) except as set forth in Section 3.3 of the rights or obligations of any third party underPurchaser Disclosure Schedule and pursuant to the Financing, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation or imposition of a any Lien on upon any of the properties or assets of Purchaser, or (iv) subject to approval by Purchaser’s stockholders of the Company issuance of Purchaser Common Stock pursuant to this Agreement and the Governmental Approvals referred to in Section 3.5, violate any Laws applicable to Purchaser or any of its Subsidiaries pursuant to, any Company Scheduled Contractproperties or assets, except, in each case, excluding clause (i) of this Section 3.3, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not reasonably be expected to have a material to adverse effect on the Company business, financial condition, financial position, or results of operations of Purchaser and its Subsidiaries, taken as a whole. Section 2.3(b)(iv, excluding any effects resulting from (x) events or circumstances adversely affecting any principal markets served by the Purchaser and its Subsidiaries or the industry in which the Purchaser operates, except any changes that affect the business of Purchaser materially disproportionately to its competitors, (y) general economic conditions or (z) changes or effects arising out of the Company Disclosure Letter lists all consentsexecution, waivers and approvals under any delivery, announcement or performance of the Company Scheduled Contracts required to be obtained in connection with this Agreement or the consummation of the transactions any transaction contemplated hereby, which, if individually or in the aggregate not obtained, would result in hereby (a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a whole“Purchaser Material Adverse Effect”).

Non-Contravention. The execution (a) Subject to the approval of the Shareholder Proposals by the Required Shareholder Vote, the execution, delivery and delivery of this Agreement performance by the Company does notof this Agreement, the Amended Warrant, and performance the consummation of this Agreement the transactions contemplated hereby and thereby, including the Other Transactions (as defined below), and compliance by the Company with the provisions hereof and thereof, will not: (iA) assuming the Required Company Stockholders adopt this Agreementviolate, conflict with with, or violate the Company Charter Documents or any Subsidiary Charter Documents result in a breach of any Subsidiary of the Companyprovision of, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that which, with notice or lapse of time or both both, would become constitute a default) under, or materially impair result in the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party undertermination of, or give to others any rights accelerate the performance required by, or result in a right of termination, amendment, termination or acceleration or cancellation of, or result in the creation of a Lien on of, any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals Subsidiary under any of the terms, conditions or provisions of (i) its organizational documents or (ii) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company Scheduled Contracts or any Company Subsidiary is a party or by which it or any Company Subsidiary may be bound, or to which the Company or any Company Subsidiary or any of the properties or assets of the Company or any Company Subsidiary may be subject, or (B) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, injunction or decree applicable to the Company or any Company Subsidiary or any of their respective properties or assets except, in the case of clauses (A)(ii) and (B), for those occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Other than the filing of the amendment to its Articles of Incorporation as contemplated by Section 1.1(d)(iii) with the State of North Carolina, any current report on Form 8-K required to be filed with the Securities and Exchange Commission (“SEC”), such filings and approvals as are required to be made or obtained, and such approvals as are required to be obtained under the written agreement entered into by the Company with the Federal Reserve Bank of Richmond, under any state “blue sky” laws and such consents and approvals that have been made or obtained, no notice to, filing with or review by, or authorization, consent or approval of, any Governmental Entity is required to be made or obtained by the Company in connection with the consummation by the Company of the Exchange except for any such notices, filings, reviews, authorizations, consents and approvals the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (A) the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated herebyhereby (including for this purpose the consummation of the Exchange and the Other Transactions) and compliance by the Company with the provisions hereof will not (1) result in any payment (including any severance payment, whichpayment of unemployment compensation, if individually or “excess parachute payment” (within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”)), “golden parachute payment” (as defined in the aggregate not obtainedEESA, would result in a loss as implemented by the Compensation Regulations) or forgiveness of benefits indebtedness or otherwise) becoming due to any current or former employee, officer or director of the Company or any of its Subsidiaries that would be material to Company Subsidiary from the Company or any Company Subsidiary under any benefit plan or otherwise, (2) increase any benefits otherwise payable under any benefit plan, (3) result in any acceleration of the time of payment or vesting of any such benefits, (4) require the funding or increase in the funding of any such benefits or (5) result in any limitation on the right of the Company or any Company Subsidiary to amend, merge, terminate or receive a reversion of assets from any benefit plan or related trust and its Subsidiaries(B) neither the Company nor any Company Subsidiary has taken, taken as or permitted to be taken, any action that required, and no circumstances exist that will require the funding, or increase in the funding, of any benefits or resulted, or will result, in any limitation on the right of the Company or any Company Subsidiary to amend, merge, terminate or receive a wholereversion of assets from any benefit plan or related trust.

Non-Contravention. The execution execution, delivery and delivery performance by the Company of this Agreement and the Option Agreements and the consummation by the Company does not, of the transactions contemplated hereby and performance of this Agreement by the Company thereby do not and will not: not (ia) assuming the Required Company Stockholders adopt this Agreement, contravene or conflict with the certificate of incorporation or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary by-laws of the Company, (iib) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and assuming compliance with the requirements set forth matters referred to in Section 2.3(d)3.3 and subject to receipt of the Company Stockholder Approval, contravene or conflict with or violate constitute a violation of any material Legal Requirement provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to the Company or any of its Subsidiaries (as defined in Section 3.6), (c) subject to receipt of the Company Stockholder Approval, constitute a default under or by give rise to any right of termination, cancellation or acceleration of any right or obligation of the Company or any of its Subsidiaries or to a loss of any benefit to which the Company or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding upon the Company or any of its Subsidiaries or any of their respective properties is bound license, franchise, permit or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair other similar authorization held by the Company’s Company or any of its Subsidiaries rights or materially alter the rights or obligations of any third party underSubsidiaries, or give to others any rights of termination, amendment, acceleration or cancellation of, or (d) result in the creation or imposition of a any Lien on any of the properties or assets asset of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(ivexcept for such contraventions, conflicts or violations referred to in clause (b) or defaults, rights of the Company Disclosure Letter lists all consentstermination, waivers and approvals under any of the Company Scheduled Contracts required cancellation or acceleration, or losses or Liens referred to be obtained in connection with the consummation of the transactions contemplated herebyclause (c) or (d) that would not, which, if individually or in the aggregate aggregate, have a Material Adverse Effect on the Company. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance (i) for Taxes (as defined in Section 3.13) not obtainedyet due or being contested in good faith or (ii) which is a carriers', would result warehousemen's, mechanics', materialmen's, repairmen's or other like lien arising in the ordinary course of business. Neither the Company nor any Subsidiary of the Company is a loss party to any agreement that expressly limits the ability of benefits to the Company or any Subsidiary of its Subsidiaries that would be material the Company to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of time except to the Company and its Subsidiariesextent that any such limitation, taken as individually or in the aggregate, would not have a wholeMaterial Adverse Effect on Parent or the Surviving Corporation immediately after the Effective Time.

Non-Contravention. The execution and delivery of this Agreement by the Company does not, and performance of this Agreement by the Company and the consummation of the Company Merger and the transactions contemplated hereby will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, ; (ii) subject to obtaining the approval and adoption of this Agreement and the approval of the Company Merger by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d2.3(c), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective material properties is bound or affected, ; or (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, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a material Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, Material Contract (as to clauses (ii) and (iiidefined in Section 2.15), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv2.3(b) of the Company Disclosure Letter lists as of the date hereof all consents, waivers and approvals under any of the Company Scheduled Company’s or any of its Subsidiaries’ Contracts currently in effect required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate are not obtained, would result in a material loss of benefits to the Company Company, Parent or any the Surviving Corporation as a result of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMerger.

Non-Contravention. The execution execution, delivery and delivery performance by the Company, Team, Team Finance and Team MergerSub of this Agreement and the consummation by the Company does notCompany, Team, Team Finance and performance Team MergerSub of this Agreement by the Company transactions contemplated hereby do not and will not: (ia) contravene or conflict with any of their respective certificates of formation, limited liability company agreements, charter, by-laws or equivalent organizational documents; (b) assuming that all of the Company Required Company Stockholders adopt this AgreementGovernmental Consents are obtained, contravene or conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents constitute a violation of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with Law or violate any material Legal Requirement Order binding upon or applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries Subsidiary or any of their respective properties is bound properties, rights or affectedassets; (c) require any consent or other action by any Person under, or (iii) result in any breach of or constitute a default under or give rise to a right of termination, cancellation, amendment, payment or acceleration (in each case, with or an event that with without due notice or lapse of time or both would become a defaultboth) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation any other change of a Lien on any of the properties right or assets obligation of the Company or any Company Subsidiary or to a loss of its Subsidiaries pursuant to, any benefit or status to which the Company or any Company Scheduled ContractSubsidiary is entitled under any provision of any Material Contract binding upon the Company or any Company Subsidiary or any of their respective properties, exceptrights or assets or any material Permit or other similar authorization held by the Company or any Company Subsidiary; or (d) result in the creation or imposition of any Lien on any property, as to clauses right or asset of the Company or any Company Subsidiary, other than, in the case of each of (iib), (c) and (iiid), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which items that would not reasonably be material to the Company and its Subsidiariesexpected to, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in (x) have a loss Company Material Adverse Effect or (y) prevent or materially impair the ability of benefits the Company, Team, Team Finance, Team MergerSub, Purchaser or PurchaserSub to consummate the transactions contemplated by this Agreement. Notwithstanding anything to the Company or any of its Subsidiaries that would be material to contrary in this Agreement, the Company and its Subsidiaries, taken as a wholedoes not make any representation or warranty pursuant to this Section 3.04 regarding the transactions contemplated by Sections 1.04(a) or 1.04(b).

Non-Contravention. The execution and delivery of this Agreement by the Company does not, and performance of this Agreement Agreement, the performance by the Company of its covenants and obligations hereunder and the consummation by the Company of the transactions contemplated hereby do not and will not: not (ia) assuming the Required Company Stockholders adopt this Agreement, violate or conflict with any provision of the certificate of incorporation or violate bylaws of the Company Charter Documents or any Subsidiary Charter Documents the certificates of incorporation, bylaws or other constituent documents of any Subsidiary of the Company’s Subsidiaries, (iib) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements such Consents set forth in Section 2.3(d)4.3 of the Company Disclosure Letter, and except as set forth on Section 4.19(j) of the Company Disclosure Letter, violate, conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affectedwith, or (iii) result in any the breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or materially impair result in the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party undertermination of, or give to others any rights of termination, amendment, acceleration or cancellation ofaccelerate the performance required by, or result in a right of termination or acceleration under, any Material Contract, (c) assuming the creation of a Lien on any Consents referred to in Section 4.4 are obtained or made and, in the case of the properties consummation of the Merger, subject to obtaining the Requisite Stockholder Approval if required by applicable Law, violate or assets of conflict with in any material respect any Law or Order applicable to the Company or any of its Subsidiaries pursuant toor by which any which of their assets or properties are bound, or (d) result in the creation of any Company Scheduled ContractLien (other than Permitted Liens) upon any of their assets or properties, except, as to clauses except in the case of clause (iid) and (iii), respectivelyabove, for any such violations, conflicts, violationsdefaults, breachesterminations, defaults accelerations or other occurrences Liens which would could not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of , or prevent or materially delay the consummation by the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually hereby or in the aggregate not obtained, would result in a loss of benefits to performance by the Company or any of its Subsidiaries that would be material to the Company covenants and its Subsidiaries, taken as a wholeobligations hereunder.

Non-Contravention. The execution and delivery by the Company of this Agreement and all other agreements and documents contemplated hereby to which it is a party, the performance by the Company does not, of its covenants and performance of this Agreement obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby do not and will not: not (ia) assuming the Required Company Stockholders adopt this Agreement, violate or conflict with any provision of the certificate of incorporation or violate bylaws of the Company Charter Documents or any Subsidiary Charter Documents equivalent organization or governing documents of any Subsidiary of the Company, its Subsidiaries; (iib) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements such Consents set forth in Section 2.3(d)3.5 of the Company Disclosure Letter, violate, conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affectedwith, or (iii) result in any the breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or materially result in the termination of, or accelerate the performance required by, or result in a right of purchase, amendment, payment, cancellation, termination or acceleration under, or impair the Company’s or any of its Subsidiaries Subsidiaries’ rights under, or materially alter their respective obligations or alter the material rights or obligations of any third party under, any Contract to which the Company or give any of its Subsidiaries is a party or under any Permit of the Company or any of its Subsidiaries; (c) assuming the Consents referred to others in Section 3.5 are obtained or made and, in the case of the consummation of the Merger, subject to obtaining the Requisite Stockholder Approval, violate or conflict with any rights of terminationLaw, amendment, acceleration or cancellation ofOrder, or rule of the NYSE applicable to the Company or any of its Subsidiaries or by which any of their properties or assets are bound; or (d) result in the creation of a any Lien on (other than Permitted Liens) upon any of the properties or assets of the Company or any of its Subsidiaries pursuant toSubsidiaries, any Company Scheduled Contract, except, as to except in the case of each of clauses (iib), (c) and (iii), respectivelyd) above, for any such violations, conflicts, violationsdefaults, breachesterminations, defaults accelerations or other occurrences Liens which would not reasonably be expected to result in a liability material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of , or prevent or materially delay the consummation by the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated herebyhereby or the performance by the Company of its covenants and obligations hereunder. The Company has made available to Parent correct and complete copies of the minutes (or, which, if individually or in the aggregate case of minutes that have not obtainedyet been finalized, would result in a loss drafts thereof) of benefits to all meetings of stockholders, the Company or any Board, and each committee of the Company Board and the governing body of each of its Subsidiaries that would be material to held since December 31, 2015, other than the minutes of those meetings of the Company Board and its Subsidiariescommittees thereof at which the negotiation and execution of this Agreement or any prior negotiations with any third parties in respect of any similar transactions were discussed, taken and such minutes contain a complete (except as a wholeredacted) and correct, in all material respects, record of the meetings and other corporate actions held or taken.

Non-Contravention. The Except as set forth in Section 4.4(b) of the Company Disclosure Schedule, the execution and delivery of this Agreement by the Company does do not, and performance the consummation of this Agreement by the Company transactions contemplated hereby will not: (i) assuming the Required Company Stockholders adopt this Agreement, violate, conflict with with, or violate the Company Charter Documents or any Subsidiary Charter Documents result in a breach of any Subsidiary of the Companyprovision of, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (with or an event that with without notice or lapse of time or both would become a defaultboth) under, or materially impair result in the Company’s termination or modification of, or accelerate the performance required by, or result in the grant of any of its Subsidiaries rights or materially alter (in addition to the rights or obligations under the employment agreements disclosed in Section 4.10(k) of any third party the Company Disclosure Schedule) under, or give to others any rights result in a right of termination, amendmentcancellation, or acceleration of any obligation or cancellation ofthe loss of a benefit under, or result in the creation of a Lien on any lien, security interest, charge or encumbrance ("LIENS") upon any of the properties or assets of the Company or any of its Subsidiaries subsidiaries or any of its joint ventures (any such violation, conflict, breach, default, right of termination, modification, cancellation or acceleration, grant, loss or creation, a "VIOLATION" with respect to the Company (such term when used in Article V having a correlative meaning with respect to Parent)) pursuant toto any provisions of (i) the certificate of incorporation, by-laws or similar governing documents of the Company, any of its subsidiaries or any of its joint ventures, (ii) subject to obtaining the Company Scheduled ContractRequired Statutory Approvals and the receipt of the Company Shareholders' Approval, exceptany statute, as law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority applicable to the Company, any of its subsidiaries or any of its joint ventures, or any of their respective properties or assets or (iii) subject to obtaining the third-party consents or other approvals set forth in Section 4.4(b) of the Company Disclosure Schedule (the "COMPANY REQUIRED CONSENTS") any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company, any of its subsidiaries or any of its joint ventures is a party or by which it or any of its properties or assets may be bound or affected, excluding from the foregoing clauses (i), (ii) and (iii), respectively, for any ) such conflicts, violations, breaches, defaults or other occurrences which Violations that would not reasonably be material expected to have, in the aggregate, a Company Material Adverse Effect and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with would not prevent the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMerger.

Non-Contravention. The execution and execution, delivery of this Agreement by the Company does not, and performance of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement do not and will not: : (ia) assuming the Required Company Stockholders adopt this Agreementcontravene or conflict with, conflict with or violate result in any violation or breach of, any provision of the Company Charter Organizational Documents or any Subsidiary Charter Documents the comparable organizational or governing documents of any Subsidiary of the Subsidiaries of the Company; (b) contravene or conflict with, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated or result in Section 5.2 and compliance with the requirements set forth in Section 2.3(d)any violation or breach of, conflict with or violate any material Legal Requirement Law applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or material assets of the Company or any of its Subsidiaries pursuant to(“Company Assets”) are bound, any assuming that all Governmental Authorizations described in Section 3.6 have been obtained or made, other than as would not, individually or in the aggregate, reasonably be expected to have a Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults Material Adverse Effect or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with prevent or materially delay the consummation of the Merger and the other transactions contemplated hereby, which, if individually by this Agreement or in prevent or materially impair or materially delay the aggregate not obtained, would ability of the Company to perform its obligations hereunder; (c) result in any violation or breach of, or constitute a loss default (with or without notice or lapse of benefits time or both) under, any Company Material Contracts to which the Company or any of its Subsidiaries that is a party or by which any Company Assets are bound, other than as would not, individually or in the aggregate, reasonably be material expected to have a Company Material Adverse Effect or prevent or materially delay the consummation of the Merger and the other transactions contemplated by this Agreement or prevent or materially impair or materially delay the ability of the Company to perform its obligations hereunder; or (d) require any consent, approval or other authorization of, or filing with or notification to, any Person under any Company Material Contracts, other than, if not obtained or made, as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or prevent or materially delay the consummation of the Merger and the other transactions contemplated by this Agreement or prevent or materially impair or materially delay the ability of the Company to perform its Subsidiaries, taken as a wholeobligations hereunder.

Non-Contravention. The execution and delivery of this Agreement by the Company does not, and performance the consummation of this Agreement by the transactions contemplated hereby will not, violate, conflict with, or result in a breach of any provision of, or constitute a default (with or without notice or lapse of time or both) under, or result in a right of termination, cancellation, or acceleration of any obligation under, result in the creation of any Lien, charge, "put" or "call" right or other encumbrance on, or the loss of, any of the properties or assets, including Intellectual Property (as defined in SECTION 2.16), of the Company will not: or any of its subsidiaries (any such violation, conflict, breach, default, right of termination, cancellation or acceleration, loss or creation, a "VIOLATION" with respect to the Company (such term when used in ARTICLE III having a correlative meaning with respect to J Net)) or any of its subsidiaries or, to the knowledge of the Company, any of its joint ventures pursuant to any provisions of (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate subject to obtaining the Company Charter Documents Shareholders' Approval (as defined in SECTION 2.13), the articles of incorporation or by-laws of the Company or any Subsidiary Charter Documents of any Subsidiary of the Companyits subsidiaries, (ii) subject to obtaining the adoption of this Agreement by Company Required Statutory Approvals (as defined below) and the Company’s stockholders Company Shareholders' Approval (as contemplated defined in Section 5.2 and compliance with the requirements set forth in Section 2.3(dSECTION 2.13), conflict with any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or violate license of any material Legal Requirement Governmental Authority (as defined in SECTION 2.4(C)) applicable to the Company or any of its Subsidiaries subsidiaries or, to the knowledge of the Company, any of its joint ventures, or any of their respective properties or assets, or (iii) subject to obtaining the third-party consents or other approvals set forth in Section 2.4(b) of the Company Disclosure Schedule (the "COMPANY REQUIRED CONSENTS"), any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company or any of its subsidiaries is a party or by which the Company or any of its Subsidiaries subsidiaries or any of their respective properties is or assets may be bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair excluding from the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to foregoing clauses (ii) and (iii), respectively, for any ) such conflicts, violations, breaches, defaults or other occurrences which Violations as would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The execution and delivery of this Agreement and the CVR Agreement by the Company does not, and the performance of this Agreement and the CVR Agreement by the Company will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement Requirements applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv2.3(b) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a whole.

Non-Contravention. The execution and delivery by each of the Buyer and Buyer Sub of this Agreement by and each applicable Ancillary Document, the Company does notconsummation of the transactions contemplated hereby and thereby, and the performance by each of the Buyer and Buyer Sub of this Agreement by the Company and each applicable Ancillary Document in accordance with its terms will not: : (a) violate the certificate of incorporation or by-laws (or comparable instruments) of the Buyer or Buyer Sub; (b) require the Buyer or Buyer Sub to obtain any material consents, approvals, authorizations or actions of, or make any filings with or give any notices to, any Governmental Authorities or any other Person, except for (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary notification requirements of the CompanyHSR Act, (ii) subject to obtaining the adoption filing of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance Articles of Merger with the requirements Secretary of State of the State of Illinois, (iii) the filing with the SEC of a Proxy Statement in definitive form relating to the Stockholders Meeting (the "PROXY STATEMENT"), (iv) such filings and approvals as are required to be obtained or made under the Exchange Act or the Securities Act, the rules and regulations of the NYSE or the securities or "blue sky" laws of various states in connection with the issuance of shares of Buyer Common Stock pursuant to this Agreement, (v) the Stockholder Approval, (vi) as set forth in Section 2.3(d5.7(b) of the Buyer Disclosure Letter (the consents referred to in this clause (vi), conflict the "BUYER CONSENTS AND NOTICES" and, collectively with the Company Consents and Notices, the "REQUIRED CONSENTS AND NOTICES") or (vii) any such consents, approvals, authorizations or actions of, or filings with or notices to any Person (other than a Governmental Authority) the failure to obtain or make which would not have a Buyer Material Adverse Effect; (c) assuming all of the Buyer Consents and Notices are obtained or made, violate or result in the breach of any of the material terms and conditions of, cause the termination of or give any other contracting party the right to terminate, or constitute (or with notice or lapse of time, or both, constitute) a default under, any material Legal Requirement applicable Contract or material Permit, to which the Company Buyer or any of its Subsidiaries Buyer Sub is a party or by or to which the Company Buyer or any of its Subsidiaries Buyer Sub or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation ofmay be bound, or result in the creation of any Lien, other than a Lien on Permitted Lien, upon any of the properties or assets of the Company Buyer or Buyer Sub pursuant to the terms of any material Contract or material Permit to which the Buyer or Buyer Sub is a party or by which any of its Subsidiaries pursuant totheir respective properties or assets are bound, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, except for any such conflicts, violations, breaches, defaults terminations, defaults, accelerations or other occurrences which creations under any such material Contracts that would not be material to the Company and its Subsidiaries, taken as have a whole. Section 2.3(b)(ivBuyer Material Adverse Effect; or (d) assuming all of the Company Disclosure Letter lists all consentsBuyer Consents and Notices are obtained or made, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually violate or result in the aggregate not obtained, would result in a loss breach of benefits to the Company any applicable Orders or Laws of any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeGovernmental Authorities.

Non-Contravention. The execution and delivery of this Agreement by the Company does notTransaction Documents and the consummation of the transactions contemplated hereby and thereby will not (A) conflict with or constitute a violation of, and performance or default (with the passage of this Agreement by the Company will not: time or otherwise) under, (i) assuming the Required Company Stockholders adopt this Agreementany contract, conflict with agreement or violate the Company Charter Documents other instrument filed or incorporated by reference as an exhibit to any Subsidiary Charter Documents of any Subsidiary of the Exchange Act Documents (any such contract, agreement or instrument, an “Exchange Act Exhibit”) except for the Note Purchase Agreement by and among the Company, ComVest Venture Partners, L.P. and the Additional Note Purchasers dated as of March 1, 2002, as amended (the “ComVest Notes”), (ii) subject to obtaining the adoption charter, by-laws or other organizational documents of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d)Company or any Subsidiary, conflict with or violate (iii) any material Legal Requirement law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any of its Subsidiaries Subsidiary or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affectedproperties, or except in the case of clauses (i) and (iii) result in for any breach of such conflicts, violations or constitute defaults which are not reasonably likely to have a default Material Adverse Effect or (or an event that with notice or lapse of time or both would become a defaultB) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation or imposition of a Lien on any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary (except as contemplated hereby) or an acceleration of its Subsidiaries indebtedness pursuant toto any obligation, agreement or condition contained in any Company Scheduled ContractExchange Act Exhibit, except, as to clauses except that the transactions contemplated by the Transaction Documents may result in an event of default under the ComVest Notes. Except for (iii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as filing of a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained Form 8-K in connection with the consummation transactions contemplated by the Transaction Documents and (ii) the Registration Statement, Form D and any related state “Blue Sky” filings required to be filed with respect to the Securities pursuant to Section 6 hereof, no consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, or other governmental body in the United States or any other person is required for the execution and delivery of the transactions contemplated herebyTransaction Documents, whichand the valid issuance and sale of the Securities to be sold pursuant to this Agreement, if individually and the valid issuance of the Conversion Shares in accordance with the Notes, other than such as have been made or in the aggregate not obtained, would result in a loss of benefits and except for any post-closing securities filings or notifications required to the Company be made under federal or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholestate securities laws.

Non-Contravention. The execution and execution, delivery of this Agreement by the Company does not, and performance of this Agreement by the Company, and the consummation by the Company will not: of the transactions contemplated hereby (including issuance of the Securities), do not (i) assuming the Required Company Stockholders adopt this Agreement, contravene or conflict with the Certificate of Incorporation (the “Certificate of Incorporation”) or violate Bylaws (the “Bylaws”) of the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, Subsidiary; (ii) subject to obtaining assuming the adoption accuracy of this Agreement the representations and warranties made by the Company’s stockholders as contemplated Purchasers in Section 5.2 and compliance with the requirements set forth 4 hereof, constitute a violation in Section 2.3(d), conflict with or violate any material Legal Requirement respect of any provision of any federal, state, local or foreign law, rule, regulation, order, judgment or decree applicable to the Company or any Subsidiary or by which any of its Subsidiaries the Company’s or any Subsidiary’s assets are bound or affected; or (iii) constitute a default or require any consent under, give rise to any right of termination, cancellation or acceleration of, or to a loss of any material benefit to which the Company or any Subsidiary is entitled under, or result in the creation or imposition of any material lien, claim or encumbrance on any assets of the Company or any Subsidiary under, any agreement, credit facility, debt or other instrument or other understanding to which the Company or any Subsidiary is a party or is bound or any permit, license or similar right relating to the Company or any Subsidiary or by which the Company or any of its Subsidiaries or any of their respective properties is Subsidiary may be bound or affected. The transactions contemplated under this Agreement (together with any issuance by the Company or entering into by the Company of any options or other derivative securities in respect of its stock, whether or not undertaken as part of the transactions entered into under this Agreement), is not intended to be, and do not constitute, fraudulent, deceptive, manipulative or otherwise unlawful acts, practices or trading activities by the Company for purposes of applicable U.S. federal and state securities laws and regulations and all rules and regulations of any exchange on which the Company’s stock is listed, including, without limitation, any actions or omissions which would violate or require the disgorgement of profits under any of: (i) Sections 9(a), 10(b) or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any rules or regulations adopted thereunder; (ii) Regulation M under the Securities Act; or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(ivRule 5250(b)(1) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeNasdaq.

Non-Contravention. The execution Subject to obtaining the approval of the stockholders of ROI by the Requisite Vote, the execution, delivery and delivery performance by ROI and its Subsidiaries of this Agreement by the Company does notAgreement, and performance the consummation of this Agreement by the Company transactions contemplated hereby and thereby, do not and will not: not (i) assuming violate any provision of the Required Company Stockholders adopt this AgreementArticles of Incorporation, conflict with Certificate of Incorporation, Bylaws or violate the Company Charter Documents other organizational documents of ROI or any Subsidiary Charter Documents of any Subsidiary of the Companyits Subsidiaries, (ii) subject to obtaining assuming the adoption receipt of this Agreement by all consents, approvals, waivers and authorizations and the Company’s stockholders as contemplated in Section 5.2 making of the notices and compliance with the requirements filings set forth in Section 2.3(don Schedule 3.3(b), conflict with with, or violate result in the breach of, or constitute a default under, or result in the termination, cancellation, modification or acceleration (whether after the filing of notice or the lapse of time or both) of any material Legal Requirement applicable to the Company right or obligation of ROI or any of its Subsidiaries under, or by result in a loss of any benefit to which the Company ROI or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) entitled under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation ofContract, or result in the creation of a Lien on any Encumbrance upon any of the properties Transferred Assets, (iii) assuming the receipt of all consents, approvals, waivers and authorizations and the making of notices and filings set forth on Schedule 3.3(a) or assets required to made or obtained by Buyer, violate or result in a breach of the Company or constitute a default under any Law to which ROI or any of its Subsidiaries pursuant tois subject, or under any Company Scheduled ContractGovernmental Authorization, exceptother than, as to clauses (ii) and in the case of clause (iii), respectively, for any such conflicts, violations, breaches, defaults terminations, defaults, cancellations, accelerations, losses, violations or other occurrences which Encumbrances that would not be material to the Company have a Material Adverse Effect or materially impair or delay ROI's and its Subsidiaries' ability to perform its obligations hereunder or (iv) violate, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to breach of, or otherwise be inconsistent with the Company terms of, or the facts forming the basis for, any of its Subsidiaries that would be material to the Company and its SubsidiariesProduct Certification, taken other than as a wholeset forth on Schedule 3.4.

Non-Contravention. The Except as set forth in Section 4.04(b) of the Company Disclosure Schedule, the execution and delivery of this Agreement by the Company does do not, and performance the consummation of this Agreement by the Company transactions contemplated hereby will not: (i) assuming the Required Company Stockholders adopt this Agreement, violate, conflict with with, or violate the Company Charter Documents or any Subsidiary Charter Documents result in a breach of any Subsidiary of the Companyprovision of, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (with or an event that with without notice or lapse of time or both would become a defaultboth) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights result in a right of termination, amendmentcancellation, or acceleration or cancellation ofof any obligation under, or result in the creation of a Lien on any lien, security interest, charge or encumbrance ("Liens") upon any of the properties or assets of the Company or any of its Subsidiaries subsidiaries (any such violation, conflict, breach, default, right of termination, cancellation or acceleration, loss or creation, a "Violation" with respect to the Company (such term when used in Article V having a correlative meaning with respect to Parent)) pursuant toto any provisions of (i) the articles of organization, by-laws or similar governing documents of the Company, any of its subsidiaries or any of its joint ventures, (ii) subject to obtaining the Company Scheduled ContractRequired Statutory Approvals and the receipt of the Company Shareholders' Approval, exceptany statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority (as defined in Section 4.04(c)) applicable to the Company, any of its subsidiaries or any of its joint ventures, or any of their respective properties or assets or (iii) subject to obtaining the third-party consents or other approvals set forth in Section 4.04(b) of the Company Disclosure Schedule (the "Company Required Consents") any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company, any of its subsidiaries or any of its joint ventures is a party or by which it or any of its properties or assets may be bound or affected, excluding from the foregoing clauses (i), (ii) and (iii), respectively, for any ) such conflicts, violations, breaches, defaults or other occurrences which Violations as would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The execution Except as set forth on Section 4.04 of the Company Disclosure Letter, the execution, delivery and delivery performance by the Company of this Agreement, the consummation by the Company of the Transactions and the compliance by the Company with any of the provisions of this Agreement by the Company does not, do not and performance of this Agreement by the Company will not: not (ia) assuming the Required Company Stockholders adopt this Agreementcontravene, conflict with or violate the Company Charter Documents result in any violation or any Subsidiary Charter Documents breach of any Subsidiary provision of the Company, certificate of incorporation or bylaws (iior comparable organizational documents) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries Subsidiaries, (b) assuming that the consents, approvals, authorizations and filings referred to in Section 4.03 have been obtained or made, any applicable waiting periods referred to therein have terminated or expired and any condition precedent to any such consent has been satisfied or waived, and subject to obtaining the Required Company Stockholder Approval, contravene, conflict with or result in a violation or breach of any Applicable Law, or (c) assuming that the consents, approvals, authorizations and filings referred to in Section 4.03 have been obtained or made, any applicable waiting periods referred to therein have terminated or expired and any condition precedent to any such consent has been satisfied or waived, and subject to obtaining the Required Company Stockholder Approval, require any consent by any Person under, constitute a material default, or an event that, with or without notice or lapse of time or both, would constitute a material default, under, or cause or permit the termination, cancellation, repayment, acceleration or other material change of any right or obligation or the loss of any material benefit to which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party entitled under, or give rise to others any rights right of terminationfirst refusal or preemptive right, amendmenttag-along, acceleration transfer or cancellation of, or result in the creation similar right of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant toparty under, any Company Scheduled Material Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a whole.

Non-Contravention. (a) The execution execution, delivery and delivery performance by Parent and Merger Subsidiary of this Agreement and the consummation by Parent and Merger Subsidiary of the Company does not, transactions contemplated hereby do not and performance of this Agreement by the Company will not: not (i) contravene, conflict with, or result in any violation or breach of any provision of the certificate of incorporation or bylaws of Parent or the certificate of formation or limited liability company agreement of Merger Subsidiary, (ii)(A) contravene, conflict with, or result in any violation or breach of any provision of the comparable organizational documents of any of Parent’s Significant Subsidiaries (including the memorandum and the articles of association of any such Subsidiary registered in England and Wales or Scotland), or (B) contravene, conflict with, or result in any violation or breach of any provision of the comparable organizational documents of any of Parent’s Subsidiaries other than its Significant Subsidiaries or Merger Subsidiary (including the memorandum and the articles of association of any such Subsidiary registered in England and Wales or Scotland), (iii) assuming compliance with the Required Company Stockholders adopt this Agreementmatters referred to in Section 4.03, contravene, conflict with or violate the Company Charter Documents result in a violation or any Subsidiary Charter Documents breach of any Subsidiary provision of the Companyany Applicable Law, (iiiv) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and assuming compliance with the requirements set forth matters referred to in Section 2.3(d)4.03, conflict with require any consent or violate other action by any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affectedPerson under, or (iii) result in any breach of or constitute a default (default, or an event that that, with or without notice or lapse of time or both both, would become constitute a default) , under, or materially impair cause or permit the Company’s termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or any of its Subsidiaries rights or materially alter the rights or obligations is entitled under (A) any provision of any third party underagreement or other instrument binding upon Parent or any of its Subsidiaries, or give to others (B) any rights of terminationParent Communications License or other Governmental Authorization held by, amendment, acceleration or cancellation ofaffecting, or relating in any way to, the assets or business of Parent or any of its Subsidiaries, or (v) result in the creation or imposition of a any Lien on any asset of the properties or assets of the Company Parent or any of its Subsidiaries pursuant toSubsidiaries, any Company Scheduled Contract, except, as to with only those exceptions in the case of clauses (iiii)(B) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which iii)-(v) as would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result a Parent Material Adverse Effect (which term shall be interpreted, for purposes of this Section 4.04, without clauses (iv) and (vi) in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholedefinition thereof).

Non-Contravention. The execution execution, delivery and delivery performance by Seller and each Selling Subsidiary of this Agreement by and the Company does notAncillary Agreements to which it is (or will be) a party, and performance the consummation of this Agreement by the Company transactions contemplated hereby and thereby, do not and will not: not (ia) violate any provision of the Organizational Documents of Seller or any Selling Subsidiary, as applicable, (b) assuming the Required Company Stockholders adopt this Agreementreceipt of all Regulatory Approvals and the consents, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Companyapprovals, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 waivers and compliance with the requirements authorizations set forth in Section 2.3(don Schedule 3.5 (the “Seller Non-Governmental Consents”), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affectedwith, or (iii) result in any the breach of of, or constitute a default under, or result in the termination, cancellation, modification or acceleration (or an event that with whether after the filing of notice or the lapse of time or both would become a defaultboth) of any right or obligation of Seller or any Selling Subsidiary under, or materially impair the Company’s result in a loss of any benefit to which Seller or any of its Subsidiaries rights or materially alter the rights or obligations of any third party Selling Subsidiary is entitled under, any Transferred Contract required to be listed in Schedule 3.12 to which Seller or give to others any rights of termination, amendment, acceleration or cancellation ofsuch Selling Subsidiary is a party, or result in the creation of a any Lien on upon any of the properties or assets Purchased Assets, in each case in respect of the Company Business or, (c) assuming the receipt of all Regulatory Approvals, violate or any of its Subsidiaries pursuant toresult in a breach of, or constitute a default under, any Company Scheduled ContractLaw or Governmental Authorization to which Seller or such Selling Subsidiary is subject, in each case in respect of the Business, except, as to clauses in the case of clause (iib) and clause (iii), respectivelyc) above, for any such conflicts, violations, breaches, defaults or other occurrences which matters that would not be material to the Company and Business or the Purchased Assets, or materially impede the ability of Seller or each Selling Subsidiary to perform its Subsidiariesobligations under this Agreement or under the Ancillary Agreements, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required or to be obtained in connection with the consummation of consummate the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company hereby and its Subsidiaries, taken as a wholethereby.

Non-Contravention. The Except as set forth in Section 3.6 ----------------- of the Company Disclosure Letter, the execution and delivery of this Agreement by the Company does not, and performance of this Agreement by the Company will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary consummation of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as transactions contemplated in Section 5.2 hereby and compliance with the requirements set forth in Section 2.3(d)provisions hereof will not, conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affectedwith, or (iii) result in any breach of violation of, or constitute a default (with or an event that with without notice or lapse of time time, or both would become a defaultboth) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give rise to others any rights a right of termination, amendment, cancellation or acceleration or cancellation ofof any obligation, or result in the creation of a any Lien on upon any of the properties or assets of the Company or any of its Subsidiaries pursuant tounder, any provision of (i) the Restated Articles of Incorporation or Bylaws of the Company Scheduled Contractor any provision of the comparable charter or organization documents of any of its Subsidiaries, except, as to clauses (ii) and (iii)any loan or credit agreement, respectivelynote, for any such conflictsbond, violationsmortgage, breachesindenture, defaults lease or other occurrences which would not be material to the Company and its Subsidiariesagreement, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consentsinstrument, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated herebypermit, whichconcession, if individually franchise or in the aggregate not obtained, would result in a loss of benefits license applicable to the Company or any of its Subsidiaries that would be material or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights, or Liens that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company, or prevent or materially delay the consummation of any of the transactions contemplated hereby. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required to be obtained or made by the Company or any of its Subsidiaries in connection with the execution and its Subsidiariesdelivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, taken except for (i) in connection or in compliance with the provisions of the Exchange Act, (ii) the filing of the Articles of Merger with the Corporation Commission and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (iii) such filings and approvals as a wholemay be required under the HSR Act and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the corporation, takeover or blue sky laws of various states or the Nasdaq National Market.

Non-Contravention. The execution and delivery of this Agreement by the Company does not, and performance the consummation of this Agreement by the Company transactions contemplated hereby will not: , violate or result in a breach of any provision of, constitute a material default (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with without notice or lapse of time or both would become a defaultboth) under, result in the termination or materially impair modification of, accelerate the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party underperformance required by, or give to others any rights result in a right of termination, amendment, cancellation or acceleration of any obligation or cancellation ofthe loss of a benefit under, or result in the creation of a any Lien on upon any of the properties or assets of the Company or any of its the Company Subsidiaries pursuant to, any or Company Scheduled Contract, except, as to clauses Joint Ventures (ii) and (iii), respectively, for any such conflictsviolation, violationsbreach, breachesdefault, defaults right of termination, modification, cancellation or other occurrences which would not be material acceleration, loss or creation is referred to herein as a “Violation” with respect to the Company and its Subsidiariessuch term when used in Article V has a correlative meaning with respect to the Parent) pursuant to any provisions of (i) any debt instruments relating to outstanding indebtedness for borrowed money in amounts in excess of $25 million, taken the articles of incorporation, by-laws or similar governing documents of the Company or any of the Company Subsidiaries or Company Joint Ventures, (ii) preferred stock and preference stock of any Company Subsidiary or Company Joint Venture, (iii) subject to obtaining the Company Required Statutory Approvals and the receipt of the Company Shareholders’ Approval, any order, judgment, injunction, award, decree or writ handed down, adopted or imposed by, including any consent decree, settlement agreement or similar written agreement with, any Governmental Authority (as defined in Section 4.4(c)) (each, an “Order”), authorization, license, consent, certificate, registration, approval or other permit of any Governmental Authority (each, a whole. “Permit”) or Law applicable to the Company or any of the Company Subsidiaries or Company Joint Ventures or any of their respective properties or assets or (iv) subject to obtaining the third-party consents set forth in Section 2.3(b)(iv4.4(b)(iv) of the Company Disclosure Letter lists all consents(the “Company Required Consents”), waivers and approvals under any Material Contract (as defined in Section 4.16(b)) or material note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (collectively, “Contracts”) to which the Company or any of the Company Scheduled Contracts required Subsidiaries or Company Joint Ventures is a party or by which they or any of their respective properties or assets may be bound or affected, except in the case of clauses (iii) or (iv) for any such Violation which, individually or in the aggregate, would not reasonably be expected to be obtained result in connection with a Company Material Adverse Effect or to prevent, materially delay or materially impair the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeby this Agreement.

Non-Contravention. The execution execution, delivery and delivery performance by AstraZeneca of this Agreement by and each Ancillary Agreement to which it is a party and the Company does notexecution, delivery and performance by each Affiliate of this AstraZeneca of each Ancillary Agreement by the Company to which such Affiliate is a party do not and will not: not (ia) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents certificate of incorporation or any Subsidiary Charter Documents bylaws or comparable organizational documents of any Subsidiary of the CompanyAstraZeneca or such Affiliate, as applicable, (iib) violate any Law applicable to AstraZeneca or such Affiliate, as applicable, the Product Business, the Purchased Assets, the APA Licensed Intellectual Property or the Licensed Regulatory Documentation or (c) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated consents referred to in Section 5.2 and compliance with the requirements set forth in Section 2.3(d3.1.5(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected(i) violate, or (iii) result in any breach of or constitute a default (under or an event that with notice result in the termination of any Contract to which AstraZeneca or lapse of time such Affiliate is a party or both would become a default) underto which the Purchased Assets, the APA Licensed Intellectual Property or materially impair the Company’s Licensed Regulatory Documentation is subject, including any no shop or exclusivity agreement or any option, right of its Subsidiaries rights first refusal, right of first offer, right of first negotiation or materially alter the rights or obligations of any third party undersimilar right, or give to others any rights of termination, amendment, acceleration or cancellation of, or (ii) result in the creation of a Lien any Encumbrance upon any Purchased Asset other than Permitted Encumbrances or the imposition of any other contractual restrictions on any the use of the properties Purchased Assets or assets the conduct of the Company Product Business or (iii) terminate, amend or modify or give any Person the right to terminate, accelerate, amend or modify, abandon or refuse to perform any Purchased Contract (except to the extent that the assignment of a Purchased Contract to Horizon itself constitutes an amendment or modification), or (iv) violate any order or judgment of a Governmental Authority to which AstraZeneca or any of its Subsidiaries pursuant toAffiliates is subject relating to the Product Business, any Company Scheduled Contractthe Purchased Assets, the APA Licensed Intellectual Property or the Licensed Regulatory Documentation, except, as to in the case of the foregoing clauses (iib) and (iiic), respectively, for any such conflicts, violations, breaches, defaults defaults, terminations, amendments, modifications, losses of rights, abandonments or other occurrences which refusals to perform that would not reasonably be material expected to materially affect the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its SubsidiariesProduct Business, taken as a whole.

Non-Contravention. The execution and delivery of this Agreement by the Company does not, and performance of this Agreement Agreement, the performance by the Company of its covenants and obligations hereunder and the consummation of the Offer, the Merger and the other transactions contemplated hereby will not: not (a) violate or conflict with any provision of (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents Certificate of Incorporation or any Subsidiary Charter Documents the Company By-Laws or (ii) the comparable organizational documents of any Subsidiary of the Company’s Subsidiaries, subject to, in the case of the Merger, if required by applicable Law, obtaining the Stockholder Approval, (iib) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements such Consents set forth in Section 2.3(d)4.5 of the Company Disclosure Letter, violate, conflict with, or result in the breach of or constitute a default (or an event which with notice or violate lapse of time or both would become a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, any material Legal Requirement applicable Contract to which the Company or any of its the Company’s Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affectedassets are bound, (c) assuming the Consents referred to in Section 4.5 of the Company Disclosure Letter and in Section 4.6 are obtained or (iii) result made, and assuming the accuracy of the representations and warranties of Parent and Acquisition Sub in Section 5.7(a), and subject to, in the case of the Merger, if required by applicable Law, obtaining the Stockholder Approval, violate or conflict with any breach of Law or constitute a default (or an event that with notice or lapse of time or both would become a default) underOrder, or materially impair applicable to the Company’s Company or any of its Subsidiaries rights or by which any of their properties or assets are bound, which violation or conflict is materially alter adverse to the rights or obligations of any third party underCompany and its Subsidiaries, taken as a whole, or give to others any rights of termination, amendment, acceleration or cancellation of, or (d) result in the creation of a any Lien on any of (other than Permitted Liens and Liens imposed by Parent or Merger Sub pursuant to the Debt Financing) upon the properties or assets of the Company or any of its Subsidiaries pursuant toSubsidiaries, any Company Scheduled Contract, except, as to except in the case of each of clauses (iia)(ii) and (iii), respectivelyb) above, for any such violations, conflicts, violationsdefaults, breachesterminations, defaults accelerations or other occurrences Liens which would not be material to have, individually or in the aggregate, a Company Material Adverse Effect or prevent or materially delay the consummation by the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a whole.

Non-Contravention. The Except as set forth in Section 3.4 of the Disclosure Letter, and other than with respect to Contracts which are assigned from the Company Group to the Seller, and all obligations arising under or relating to such assigned Contracts which are assumed by, the Seller, pursuant to the Restructuring, the execution and delivery of this Agreement the Transaction Documents by the Company does notCompany, Refining and performance Marketing and the consummation of this Agreement the Transactions by the Company Company, Refining and Marketing will not: : (ia) assuming the Required Company Stockholders adopt this Agreementviolate, conflict with with, or violate the Company Charter Documents or any Subsidiary Charter Documents result in a breach of any Subsidiary provisions of, the Organizational Documents of the Company, Refining or Marketing; (iib) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated violate in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affectedrespect, or (iii) result in any a breach of or constitute a default under (with or an event that with without notice or lapse of time or both would become as a default) underresult of any cure period, or materially impair the Company’s or both), conflict in any material respect with any of its Subsidiaries rights the terms, conditions or materially alter the rights or obligations of any third party underprovisions of, or give rise to others any rights a right of termination, amendmentcancelation or acceleration of any obligation or to loss of a material benefit under or require the posting of any additional or different collateral or credit support under (including a Guarantee, acceleration letter of credit or cancellation ofcash collateral), any of the Material Contracts, the Logistics Facility, the Holdings Facility, the Logistics Indenture, the UK Term Loan or any other Contract under which the Seller or any Affiliate thereof has incurred Indebtedness or Guarantees; (c) materially violate, contravene or conflict with, or result in a material breach of, any law, rule, regulation, Order, writ, injunction, license, Permit or decree applicable to the creation of Company, Refining or Marketing; (d) require a Lien on material consent or approval of, filing with, or notice to any Governmental Authority or other Person, other than as may be required under the HSR Act; or (e) require any NuStar Third-Party Consents, other than NuStar Third-Party Consents that are set forth in Section 3.4 of the properties Disclosure Letter and that have, or assets as of the Company or any of its Subsidiaries pursuant toClosing will have, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not been obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a whole.

Non-Contravention. The execution and delivery by MD Holdings of this Agreement by and the Company does Ancillary Agreements to which it is a party do not, and performance the consummation of the transactions contemplated by this Agreement by and the Company will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 Ancillary Agreements and compliance with the requirements set forth in Section 2.3(d)provisions of this Agreement and the Ancillary Agreements will not, conflict with, or result in any violation or breach of, or default (with or violate without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material Legal Requirement applicable obligation or to the loss of a benefit under, or result in the creation of any Encumbrance upon any of the Assets of MD Holdings, the Company or any of its Subsidiaries or under (other than any such Encumbrance created as a result of any action taken by which the Company ▇▇▇▇ or any of its Subsidiaries Affiliates), any provision of (c) the Organizational Documents of MD Holdings, or (d) subject to the filings and other matters referred to in the immediately following sentence, and assuming the accuracy of the representations and warranties of ▇▇▇▇ set forth in Section 6.4, (i) any written Contract to which MD Holdings is a party or by which any of its properties or assets are bound, (ii) any Law, in each case applicable to MD Holdings or any of their respective its properties is bound or affectedassets, or (iii) result in any breach Authorizations of or constitute a default (or an event that with notice or lapse of time or both would become a default) underMD Holdings, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party underother than, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation case of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (iib), (c) and (iii)d) above, respectively, for any such conflicts, violations, breachesdefaults, defaults rights, losses or other occurrences which Encumbrances that would not be material to the have a Company and its Subsidiaries, taken Material Adverse Effect. Except as a whole. set forth on Section 2.3(b)(iv) 5.5 of the Company MD Holdings Disclosure Letter lists all consentsSchedules, waivers and approvals under no consent, approval, order, waiver or authorization of, action or nonaction by, registration, declaration or filing with, or notice to, any of the Company Scheduled Contracts Governmental Entity is required to be obtained or made by or with respect to MD Holdings in connection with the execution and delivery of this Agreement or the Ancillary Agreements to which it is a party by MD Holdings or the consummation by MD Holdings of the transactions contemplated herebyby this Agreement or such Ancillary Agreements, whichexcept for (A) the filing of a premerger notification and report form by MD Holdings under the HSR Act and (B) such other consents, if individually approvals, orders, waivers, authorizations, actions, nonactions, registrations, declarations, filings and notices the failure of which to be obtained or in the aggregate made would not obtained, would result in have a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The execution and execution, delivery of this Agreement by the Company does not, and performance of this Agreement by the Company will not: (i) assuming Seller, the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary Ancillary Agreements to which each of the CompanySeller and its Subsidiaries, (ii) subject to obtaining as applicable, is a party, and the adoption of this Agreement consummation by the Company’s stockholders as contemplated in Section 5.2 Seller and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries of the Transactions does not and will not (a) contravene or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affectedconflict with, or (iii) result in any violation, breach of or constitute a default (with or an event that with without notice or lapse of time or both would become both) of, any provision of the organizational documents of the Seller, the other members of the Seller Group that are or will be a defaultparty to an Ancillary Agreement or the Acquired Company Organizational Documents, (b) undercontravene or conflict with, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give rise to others any rights a right of termination, amendmentmodification, acceleration or cancellation, or result in any violation, breach or default (with or without notice or lapse of time or both) of any Law applicable to the Seller, the other members of the Seller Group that are or will be a party to any Ancillary Agreement or any Acquired Company or by which any assets of the Acquired Companies are bound, assuming that all Governmental Authorizations described in Section 4.5 have been obtained or made, (c) result in any violation or breach of, give rise to a right of termination, modification, acceleration or cancellation of any right or obligation, or constitute a default (with or without notice or lapse of time or both) under, any Material Contracts, (d) result in the loss, forfeiture, cancellation, suspension, limitation, termination or other impairment of, or result in give rise to any right of any Person to cancel, suspend, limit, terminate, or otherwise impair the creation of a Lien on any right of the properties Acquired Companies to own or assets of use or otherwise exercise any other rights that the Company or any of its Subsidiaries pursuant Acquired Companies currently have with respect to, any Company Scheduled ContractOwned Intellectual Property, exceptor (e) require any consent, approval or other authorization of, or filing with or notification to, any Person under any Material Contracts other than (i) as to clauses set forth on Section 4.6 of the Seller Disclosure Letter and (ii) and in the case of clauses (iii)c) or (d) of this Section 4.6, respectively, for any such conflicts, violations, breaches, defaults or other occurrences which as would not individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of Acquired Companies or the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeBusiness.

Non-Contravention. The (a) Subject to the qualifications set forth in ----------------- Section 8.5(b), except as set forth on Schedule 8.5, neither the execution and -------------- ------------ delivery of this Agreement by the Company does not, and performance or any Shareholder of this Agreement any Purchase Document to which the Company or such Shareholder is a party nor the consummation by the Company will not: or such Shareholder of the transactions contemplated thereby (i) assuming will violate any provision of the Required Company Stockholders adopt this Agreement, conflict with Articles of Incorporation or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary bylaws of the Company, (ii) subject will, to obtaining the adoption Knowledge of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d)Representing Shareholders, violate or conflict with any applicable statute, law, ordinance, rule, regulation, order, judgment or violate any material Legal Requirement decree applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affectedShareholder, or (iii) result in any breach will conflict with or constitute a violation of or constitute a default (or an event that which with notice or lapse of time or both both, would become constitute a default) under, or materially impair will result in the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation termination of, or accelerate performance required by, any Contract to which the Company, or any contract to which any Shareholder is a party, or to which any of the assets or properties of the Company or any Shareholder are subject, or (iv) will result in the creation of a any Lien on upon any of the properties shares of ARKSYS Common Stock or upon any of the property or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses in the case of (ii) and (iii)) above, respectively, for any such conflictsconflict, violationsviolation or default that does not have a Material Adverse Effect on the Company. Except for the consent and approval of the Merger and the Purchase Documents, breachesand the transactions contemplated thereby, defaults or other occurrences which would not be material to by the Company Shareholders and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) by the Board of Directors of the Company Disclosure Letter lists all consents, waivers and approvals under any (which approval of the Board of Directors has already been obtained), the consent of the lender to the LLCs and the members of the LLCs other than the Company Scheduled Contracts required as set forth in Section 11.1(l), and the HSR Approval, if required, to be obtained in connection with --------------- the Knowledge of the Representing Shareholders, neither the execution nor delivery by the Company or any Shareholder of any Purchase Document to which the Company or such Shareholder is a party nor the consummation of the transactions contemplated herebythereby will require the consent, whichauthorization or approval of, if individually or notice to or filing or registration with, any Person. (b) The Representing Shareholders make the representations set forth in Section 8.5(a)(iii) and (iv) without qualification as to Knowledge insofar as the aggregate not obtained, would result in a loss of benefits statements therein apply to the Company or any of its Subsidiaries that would be material Representing Shareholders themselves, but make such representations to their Knowledge insofar as such statements apply to the Company and its Subsidiaries, taken as a wholeother Shareholders.

Non-Contravention. The execution execution, delivery and delivery performance by the Company of this Agreement and the other agreements referred to in this Agreement to which it is a party and the consummation by the Company does notof the transactions contemplated hereby and thereby, including the Merger, do not and performance of this Agreement by the Company will not: not (a) contravene, breach or conflict with (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate any of the Company Charter Organizational Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining Section 6.5 hereof and to the adoption of this Agreement failure to obtain the Required Stockholder Approval at the Stockholders Meeting, any resolution adopted by the Company’s board of directors (or equivalent governing body) or stockholders as contemplated in Section 5.2 and or equityholders of any of the Acquired Companies, (b) assuming compliance with the requirements set forth matters referred to in Section 2.3(d)4.5, contravene, breach or conflict with or violate constitute a violation of any material Legal Requirement provision of any Law binding upon or applicable to the Company or any of its Subsidiaries Acquired Companies or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iiic) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would could reasonably be expected to become a default), give rise (with or without notice or lapse of time or both) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights a right of termination, amendment, cancellation or acceleration or cancellation ofrequire the consent of any Person, under any Material Contract or any Permit, (d) result in the creation or imposition of a Lien any Encumbrance on any asset owned or used by any Acquired Company, (e) cause any of the properties or assets of the Company or any of its Subsidiaries pursuant Acquired Companies to become subject to, or to become liable for, the payment of, any Company Scheduled ContractTax; or (f) require a consent from any Person under any Real Property Lease, except, as to in the case of clauses (iib)-(f) and (iii), respectively, for any such contraventions, conflicts, violations, breaches, defaults or other occurrences which or matters that would not reasonably be material expected to the have a Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The Except as detailed in Section 3.5 of the Company Disclosure Letter, the execution and delivery by the Company of this Agreement or any of the Ancillary Agreements to which it is, or is specified to be, a party, the performance by the Company does not, of its covenants and performance of this Agreement obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby do not and will not: not (A) (i) assuming the Required Company Stockholders adopt this Agreementcontravene, violate or conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any the breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, (ii) result in the termination of, or materially impair accelerate the Company’s performance required by, or result in a right of termination or acceleration or a right to challenge the transactions contemplated hereby under, (iii) result in a loss of a material benefit under, (iv) give rise to increased, additional, accelerated or guaranteed rights or entitlements of any Person, (v) constitute a change in control under, (vi) require the payment of a penalty under or result in the imposition of any Lien on the assets of the Company or any of its the Company Subsidiaries rights under, (a) the Charter Documents, (b) the charter, articles of association, bylaws or materially alter the rights or obligations other constituent documents of any third party underof the Company Subsidiaries (the “Subsidiary Charter Documents”), (c) subject to obtaining the Approvals in respect of the Contracts set forth in Section 3.5 of the Company Disclosure Letter, any Material Contract, or give (d) assuming the Approvals in respect of the Contracts set forth in Section 3.5 of the Company Disclosure Letter and the Approvals referred to others in Section 3.5 of this Agreement are obtained or made and subject to obtaining the Company Shareholder Approval, any rights Law applicable to the Company or any of termination, amendment, acceleration the Company Subsidiaries or cancellation ofby which any of their properties or assets are bound, or (B) subject to obtaining the Approvals in respect of the Contracts set forth in Section 3.5 of the Company Disclosure Letter, result in the creation of a any Lien on (other than Permitted Liens) upon any of the properties or assets of the Company or any of its Subsidiaries pursuant tothe Company Subsidiaries, any Company Scheduled Contract, except, as to except in the case of each of clauses (ii) A)(b), (A)(c), and (iii), respectivelyB) above, for any such violations, conflicts, violationsdefaults, breachesterminations, defaults accelerations or other occurrences Liens which are not had and would not reasonably be expected to be material to the Company and its the Company Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with or prevent or materially delay the consummation of the Merger or the other transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a whole.

Non-Contravention. The execution and delivery of this Agreement by the Company does not, and performance of this Agreement by the Company will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement agreement contemplated hereby by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company Buyer or any of its Subsidiaries or Affiliates and the consummation by which the Company Buyer or any of its Subsidiaries Affiliates of the transactions contemplated herein and therein do not and will not as of the Closing Date, violate or conflict with, the terms of the certificate of limited partnership or the first amended and restated agreement of limited partnership of Buyer dated as of October 30, 2001 (the "Partnership Agreement", as amended), as it will be further amended by the MLP Amendment, or the organizational documents of any of Buyer's Affiliates, including without limitation the Third Amended and Restated Limited Liability Company Agreement (the "GP LLC Agreement") of Penn Virginia Resource GP, LLC (the "General Partner"), violate or conflict with or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which Buyer or any of its Affiliates is a party or becomes a party or by which any of them or any of their respective properties is bound may be bound, violate any Law and Regulation or affectedany order, judgment, decree or (iii) result in injunction of any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s Governmental Authority directed to Buyer or any of its Subsidiaries rights Affiliates or materially alter the rights any of their properties in a proceeding to which any of them or obligations of any third party undertheir property or their assets is or was a party, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation or imposition at or after the Closing of any Encumbrance other than a Lien on Permitted Encumbrance upon all or any part of the properties Buyer's assets, or assets give rise to any right of the Company rescission or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals similar remedy under any of the Company Scheduled Contracts required partnership or securities Law and Regulation, with respect to be obtained in connection with the consummation any of the transactions contemplated herebyby this Agreement except any matters described in clause (b), which(c), if individually (d) or (e) above which would not have a material adverse effect on Buyer's ability to consummate the transactions contemplated by this Agreement. As used in the aggregate not obtainedpreceding sentence, would result "Permitted Encumbrance" shall have the same meaning given such term in a loss of benefits Section 3.6(h), except that the term "Assets" used in such definition shall refer to the Company assets of Buyer and references to a material interference with the ▇▇▇ Ranch Assets or any the Federal Assets in Section 3.6(h)(ii) and Section 3.6(h)(v) shall refer to a material adverse effect on the assets of its Subsidiaries that would be material to the Company and its Subsidiaries, taken Buyer as a whole.

Non-Contravention. The of the Merger Agreement is (y) amended by inserting the phrase “this paragraph of” immediately preceding the phrase “this Section 4.7” each time such phrase is used in clause (d) of Section 4.7, and (z) further amended by adding the following as a new paragraph at the end of Section 4.7 of the Merger Agreement: “As of the date of execution of the First Amendment, the execution, delivery and delivery performance of the First Amendment and this Agreement Agreement, as amended by the First Amendment, by the Company does not, and performance of this Agreement the consummation by the Company of the transactions contemplated by the First Amendment and this Agreement (as amended by the First Amendment) do not and will not: not (a) contravene or conflict with, or result in any violation or breach of, any provision of (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the CompanyOrganizational Documents, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated Subsidiaries’ certificates of incorporation and by-laws or comparable governing documents or (iii) the certificate of formation or limited liability company agreement or comparable governing documents of the Chehalis Joint Venture or any other Company Financing Party, (b) contravene or conflict with, or result in Section 5.2 and compliance with the requirements set forth in Section 2.3(d)any violation or breach of, conflict with or violate any material Legal Requirement Law applicable to the Company or any of its Subsidiaries or by which any Company Assets are bound, assuming that all Governmental Authorizations described in Section 4.6 have been obtained or made, (c) except as set forth in Section 4.7 of the Company or any of its Subsidiaries or any of their respective properties is bound or affectedDisclosure Letter, or (iii) result in any violation or breach of or of, constitute a default (with or an event that with without notice or lapse of time or both would become a defaultboth) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights right of termination, amendment, modification, acceleration or cancellation of, allow the imposition of any fees or penalties under, require the offering or making of any payment or redemption, give rise to any increased, guaranteed, accelerated or additional rights or entitlements of any Person under, or result in the creation of a any Lien on any of the properties Company’s, the Company’s Subsidiaries’ or the Chehalis Joint Venture’s assets of the Company or any of its Subsidiaries pursuant tounder, any Company Scheduled Contract, except, Material Contract or Real Property Lease or (d) except as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. set forth in Section 2.3(b)(iv) 4.7 of the Company Disclosure Letter lists all consentsLetter, waivers require any consent, approval or other authorization of, or filing with or notification to, any Person under any Material Contract or Real Property Lease, other than in the case of clauses (c) and approvals under (d) of this paragraph of this Section 4.7 (other than any Material Contract relating to the Indebtedness of any of the Company Scheduled Contracts required to be obtained in connection with the consummation Company, any Subsidiary of the transactions contemplated herebyCompany, whichthe Chehalis Joint Venture or any other Company Financing Party), if except as would not, individually or in the aggregate not obtainedaggregate, would result in have or reasonably be expected to have a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.”

Non-Contravention. The execution Except as set forth in Section 3.4 of the Company Disclosure Schedule, the execution, delivery and delivery performance by Company of this Agreement by the Company does do not, and performance the consummation by Company of this Agreement by the Company transactions contemplated hereby will not: (ia) assuming receipt of the Required Company Stockholders adopt this Agreementapproval of shareholders referred to in Section 3.2(a), contravene or conflict with the articles of incorporation, bylaws or violate the Company Charter Documents or any Subsidiary Charter Documents similar organizational documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries Subsidiaries; (b) assuming receipt of the approval of shareholders referred to in Section 3.2(a) and compliance with the matters referred to in Section 3.3, contravene or by which the conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to Company or its Subsidiaries; (c) require any of its Subsidiaries consent or other action by any of their respective properties is bound or affectedperson under, or (iii) result in any breach of or constitute a default (or an event that which with notice or notice, the lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, under or give rise to others any rights a right of termination, amendmentmodification, cancellation or acceleration of any right or cancellation of, or result in the creation obligation of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as or to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits any benefit to the which Company or any of its Subsidiaries is entitled under any provision of any agreement, contract, commitment, arrangement, lease, undertaking or other instrument binding upon Company or any of its Subsidiaries (a "Company Agreement") or any Permit or other similar authorization held by Company or any of its Subsidiaries; (d) result in the triggering of any payment or other obligation under any provision of any Company Agreement or any Permit or similar authorization held by Company or any of its Subsidiaries; or (e) result in the creation or imposition of any Lien on any asset of Company or any of its Subsidiaries other than a Permitted Lien; all except for such contraventions, conflicts or violations referred to in clause (b) or failures to obtain any consents or other actions by any person or any defaults, rights of termination, modification, cancellation or acceleration or losses referred to in clause (c) that would be material not, individually or in the aggregate, have a Material Adverse Effect on Company. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, and "Permitted Liens" means (i) Liens disclosed in the Company SEC Documents filed prior to the Company date hereof, (ii) Liens that are not, individually or in the aggregate, material in character, amount or extent and its Subsidiariesthat do not materially detract from the value or materially interfere with the present use of the assets subject thereto or affected thereby, taken as a whole(iii) Liens for current Taxes not yet due and payable and (iv) Liens for mechanics' or materialmen's liens arising in the ordinary course of business with respect to obligations that are not past due or which are being contested in good faith.

Non-Contravention. The execution and Subject to the receipt of the Company Stockholder Approval, none of the execution, delivery or performance by the Company of this Agreement by or any Additional Agreement to which the Company is or will be a party does not, and performance or will (a) contravene or conflict with the organizational documents of this Agreement by the Company will not: (iincluding the Company Certificate of Incorporation), (b) assuming the Required Company Stockholders adopt this Agreement, contravene or conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents constitute a violation of any Subsidiary provision of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with any Law or violate any material Legal Requirement Order binding upon or applicable to the Company or by which any of its Subsidiaries the Company’s assets or properties is or may be bound, (c) except for the Contracts listed on Company Schedule 4.9 requiring the Company to obtain Company Consents (but only as to the need to obtain such Company Consents), constitute a default under or breach of (with or without the giving of notice or the passage of time or both) or violate or give rise to any right of termination, cancellation, amendment or acceleration of any right or obligation of the Company or require any payment or reimbursement or to a loss of any benefit relating to the Business to which the Company is entitled, or impose any other liability, directly or indirectly, on the Company, under any provision of any Permit, Contract or other instrument or obligations binding upon the Company or by which any of the Company Company’s assets or properties is or may be bound or any of its Subsidiaries or any of their respective properties is bound or affectedPermit, or (iiid) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation or imposition of a any Lien (except for Permitted Liens) on any of the Company’s assets or properties or assets any of the Equity Interests of the Company or any of its Subsidiaries pursuant to, any (including the Company Scheduled Contract, except, as to clauses (iiSecurities) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material except to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) extent that the occurrence of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained foregoing items set forth in connection with the consummation of the transactions contemplated herebyclauses (b) through (d) would not, which, if individually or in the aggregate aggregate, be, or reasonably be expected to be a Material Adverse Effect. Company Schedule 4.5 sets forth a true, correct and complete list of all Change of Control Payments and the amounts thereof, which Change of Control Payments, in the aggregate, do not obtained, would result exceed $3,000,000. The consummation of the Merger will constitute a Deemed Liquidation Event (as defined in a loss of benefits to the Company or any Certificate of its Subsidiaries that would be material to Incorporation), and the treatment of the shares of Company Capital Stock set forth in this Agreement will comply in all respects with, and satisfy all requirements of, the Company and its Subsidiaries, taken as a wholeCertificate of Incorporation.

Non-Contravention. The execution and execution, delivery of this Agreement by the Company does not, and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement do not and will not: : (ia) assuming the Required Company Stockholders adopt this Agreementcontravene or conflict with, conflict with or violate result in any violation or breach of, any provision of the Company Charter Documents Organizational Documents; (b) contravene or conflict with, or result in any Subsidiary Charter Documents of violation or breach of, any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with Laws or violate any material Legal Requirement Orders applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to(“Company Assets”) are bound, assuming that the Requisite Company Vote has been obtained and all consents, approvals, authorizations, filings and notifications described in Section 3.7 have been obtained or made except for such violations and breaches that would not have a Company Material Adverse Effect; (c) result in any violation or breach of, or constitute a default (with or without notice or lapse of time or both) under, any Contracts to which the Company Scheduled Contractis a party or by which any Company Assets are bound (collectively, except, as to clauses (ii) and (iii“Company Contracts”), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken than as a whole. set forth in Section 2.3(b)(iv3.8(c) of the Company Disclosure Letter lists all consentsSchedule or any violations, waivers and approvals breaches or defaults that would not have a Company Material Adverse Effect; (d) require any consent, approval or other authorization of, or filing with or notification to, any Person under any Company Material Contracts, other than as set forth in Section 3.8(d) of the Company Scheduled Contracts required Disclosure Schedule or where the failure to be obtained obtain such consent, approval or authorization or make such filings or notifications would not have a Company Material Adverse Effect; (e) give rise to any termination, cancellation, amendment, modification or acceleration of any rights or obligations under any Company Material Contracts, other than as set forth in connection with the consummation Section 3.8(e) of the transactions contemplated hereby, which, if individually Company Disclosure Schedule or that would not have a Company Material Adverse Effect; or (f) cause or result in the aggregate not obtainedcreation or imposition of any Liens on any Company Assets, would result other than as set forth in a loss Section 3.8(f) of benefits to the Company Disclosure Schedule and such Liens the creation or any imposition of its Subsidiaries that which would be material to the not have a Company and its Subsidiaries, taken as a whole.Material Adverse Effect..

Non-Contravention. The execution Except as set forth on Section 4.04 of the Company Disclosure Letter, the execution, delivery and delivery performance by the Company of this Agreement and the consummation by the Company does not, of the Transactions do not and performance of this Agreement by the Company will not: not (i) assuming the Required Company Stockholders adopt this Agreementcontravene, conflict with or violate result in any violation or breach of any provision of the certificate of incorporation or bylaws (or comparable organizational documents) of the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Companyits Subsidiaries, (ii) assuming that the consents, approvals, authorizations, filings and notices referred to in Section 4.03 have been obtained or made, any applicable waiting periods referred to therein have terminated or expired, and subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d)Required Company Stockholder Approval, contravene, conflict with or violate result in a violation or breach of any material Legal Requirement Applicable Law, (iii) assuming that the consents, approvals, authorizations, filings and notices referred to in Section 4.03 have been obtained or made, any applicable waiting periods referred to therein have terminated or expired, and subject to obtaining the Required Company Stockholder Approval, (x) result in the creation or imposition of any Lien (other than a Permitted Lien) upon any assets, properties or businesses of the Company or any of its Subsidiaries or (y) result in or give to others any rights of cancellation, modification, action amendment, acceleration or revocation of any Company License, or (iv) require any consent by any Person (other than a Governmental Authority) under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default, under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Company or any of its Subsidiaries or is entitled under any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give Contract to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of which the Company or any of its Subsidiaries pursuant tois a party or by which their respective assets, properties or businesses are bound, except in the case of clause (ii), clause (iii) and clause (iv) above, any Company Scheduled Contractsuch violation, exceptbreach, as to clauses (ii) default, right, termination, amendment, acceleration, cancellation, or loss that has not had and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The execution and delivery of this Agreement by the Company does Seller and Seller Parent do not, and the execution and delivery of the Ancillary Agreements by Seller, Seller Parent and any Affiliate of Seller which is to be a party to an Ancillary Agreement, as applicable, will not, and their consummation of the transactions contemplated hereby and thereby, and their performance of this Agreement by the Company obligations which they are obligated to perform or cause to be performed hereunder and thereunder will not: (a) violate any provision of the certificate of incorporation or by-laws or other organizational documents of any of them or of any Subject Company or Sponsored Fund; or (b) assuming that all consents, authorizations, orders or approvals of, filings or registrations with, and notices to, any national, state or local government or political subdivision thereof, any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, any court, tribunal or arbitrator, and any self-regulatory organization (“Governmental Authority”) referred to in Section 4.4(a), all Third Party Consents referred to in Section 4.4(b) of the Seller Disclosure Letter, and all Client Consents of Advisory Clients contemplated by Section 6.3 have been obtained or, in the case of filings, registrations and notices, made, (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable law, regulation, rule, order, judgment or decree of any Governmental Authority (“Applicable Law”), (ii) except as set forth in Section 4.3 of the Seller Disclosure Letter, require the consent of or other action by any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any mortgage, indenture, lease, license, note, contract, agreement, commitment, Benefit Plan or other instrument or arrangement (each a “Contract”) to which any of them or any Subject Company or any of its Subsidiaries Sponsored Fund is a party or by which the Company or any of its Subsidiaries or any of their respective properties or other assets is bound or affected, or (iii) result in the creation of any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair Lien on the Company’s Stock or any of its Subsidiaries rights the stock, assets or materially alter the rights or obligations properties of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Subject Company or any of its Subsidiaries pursuant to, any Company Scheduled ContractSponsored Fund, except, as to in the case of clauses (ii) and (iii), respectively, for any such conflictsviolation, violationstermination, breachesacceleration, defaults conflict, default or other occurrences which Lien as would not reasonably be material expected to the Company and its Subsidiaries, taken as have a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The execution and delivery of this Agreement by the Company does not, and performance of this Agreement Agreement, the performance by the Company of its covenants and obligations hereunder and the consummation by the Company of the transactions contemplated hereby do not and will not: not (ia) assuming the Required Company Stockholders adopt this Agreement, violate or conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary provision of the Company, (ii) subject to obtaining the adoption certificate of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with incorporation or violate any material Legal Requirement applicable to bylaws of the Company or any of its Subsidiaries or by which Subsidiaries; (b) subject to obtaining such Consents set forth in Section 3.4 of the Company or any of its Subsidiaries or any of their respective properties is bound or affectedDisclosure Letter, violate, conflict with, or (iii) result in any the breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or materially impair result in the Company’s termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, any Contract to which the Company or any of its Subsidiaries rights is a party; (c) assuming the Consents referred to in Section 3.5 are obtained or materially alter made and, in the rights case of the consummation of the Merger, subject to obtaining the Requisite Stockholder Approval, violate or obligations conflict with any Law or Order applicable to the Company or any of its Subsidiaries or by which any third party under, of their properties or give to others any rights of termination, amendment, acceleration assets are bound; or cancellation of, or (d) result in the creation of a any Lien on (other than Permitted Liens) upon any of the properties or assets of the Company or any of its Subsidiaries pursuant toSubsidiaries, any Company Scheduled Contract, except, as to except in the case of each of clauses (iib), (c) and (iii), respectivelyd) above, for any such violations, conflicts, violationsdefaults, breachesterminations, defaults accelerations or other occurrences Liens which would not be material to have, individually or in the aggregate, a Company Material Adverse Effect or prevent or materially delay the consummation by the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated herebyhereby or the performance by the Company of its covenants and obligations hereunder. The Company has made available to Parent correct and complete copies of the minutes (or, which, if individually or in the aggregate case of minutes that have not obtainedyet been finalized, would result in a loss drafts thereof) of benefits to all meetings of stockholders, the Board of Directors and each committee of the Board of Directors of the Company or any and each of its Subsidiaries that would be material to held since January 1, 2013, other than the Company minutes of those meetings of the Board of Directors and its Subsidiaries, taken as a wholecommittees thereof at which the negotiation and execution of this Agreement or any prior negotiations with any third parties in respect of any similar transactions were discussed.

Non-Contravention. The execution Assuming receipt of the Requisite Shareholder Vote and compliance with, or receipt of, the approvals referred to in, and expiration of any applicable waiting periods referred to in, Section 4.3, the execution, delivery and performance by the Company, Holdco and Holdco Sub of this Agreement and the consummation by the Company does notCompany, Holdco and performance Holdco Sub of this Agreement by the Company Mergers do not and will not: not (ia) assuming the Required Company Stockholders adopt this Agreement, contravene or conflict with the organizational or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary governing documents of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound its Significant Joint Ventures; (b) contravene or affectedconflict with or constitute a violation of any provision of any Law binding upon or applicable to the Company, any of its Subsidiaries or any of its Significant Joint Ventures; or (c) require the consent, approval, authorization of, or (iii) notification or filing with any third party with respect to, result in any breach or violation of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair give rise to any right of termination, cancellation, amendment or acceleration of any obligation (each, a “Violation”) of the Company’s , any of its Subsidiaries or any of its Subsidiaries rights or materially alter Significant Joint Ventures under any Contract to which the rights or obligations of any third party underCompany, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Company its Subsidiaries or any of its Subsidiaries pursuant toSignificant Joint Ventures is a party or by which the Company, any Company Scheduled Contractof its Subsidiaries any of its Significant Joint Ventures or its or any of their respective properties or assets are bound, except, as to in the case of clauses (iib) and (iii)c) above, respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on the Company and its Subsidiariesnor reasonably be expected to adversely affect in any material respect, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with prevent or materially delay the consummation of the transactions contemplated hereby, which, if individually Mergers or in the aggregate not obtained, would result in a loss ability of benefits to the Company or any of to observe and perform its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeobligations hereunder.

Non-Contravention. The execution execution, delivery and delivery performance by the Company of this Agreement and the Ancillary Agreements to which it is a party and the consummation of by the Company does not, of the transactions contemplated hereby and performance of this Agreement by the Company thereby do not and will not: not (i) assuming the Required receipt of the Company Stockholders adopt this AgreementShareholder Approval, contravene, conflict with, or result in any violation or breach of any provisions of the Company Articles of Incorporation, the Company Bylaws or the Company’s other organizational documents or the organizational documents of any of the Company’s Subsidiaries, (ii) assuming compliance with the matters referred to in Section 3.03 and Section 5.03, contravene, conflict with or violate result in a violation or breach of any provision of any Applicable Law applicable to the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Companyits Subsidiaries, (iiiii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and assuming compliance with the requirements matters referred to in Section 3.03 and Section 5.03, and except as set forth in on Section 2.3(d)3.04(iii) of the Company Disclosure Schedule, conflict (A) require any Consent by any Person, (B) constitute a default, or an event that, with or violate without notice or lapse of time or both, would constitute a default or (C) cause or permit the termination, cancellation, acceleration or the loss of any material Legal Requirement applicable benefit to which the Company or any of its Subsidiaries or by which is entitled, in each of subclauses (A) through (C), under any provision of any Contract binding upon the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair Permit relating to the Company’s or , any of its Subsidiaries rights or materially alter the rights or obligations any of any third party undertheir respective businesses, or give to others any rights of termination, amendment, acceleration or cancellation of, or (iv) result in the creation or imposition of a any Lien on any of the properties or assets asset of the Company or any of its Subsidiaries pursuant to, any Company Scheduled ContractSubsidiaries, except, as with respect to clauses (ii) and (iii), respectively, for any such contraventions, conflicts, violations, breaches, defaults or other occurrences which would not not, individually or in the aggregate, reasonably be material expected to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with materially delay the consummation of the transactions contemplated hereby, which, if individually Merger Transactions or in the aggregate not obtained, would result in to have a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. (a) Select has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Select and its subsidiaries, subject only to the filing of the Merger Agreement and Restated Certificate (as defined below) pursuant to California Law and Delaware Law, as applicable. This Agreement has been duly executed and delivered by Select and Sub, assuming execution and delivery by Street, constitutes a valid and binding obligation of Select and Sub, enforceable against Select and Sub in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity. The execution and delivery of this Agreement by the Company does Select and Sub do not, and the performance of this Agreement by the Company Select and Sub will not: , (i) assuming conflict with Select Charter Documents or the Required Company Stockholders adopt this AgreementCharter Documents of its subsidiaries, subject to obtaining the approval of the Select stockholders of the Restated Certificate as required by the Select Charter Documents and applicable law, (ii) conflict with or violate the Company Charter Documents any law, rule, regulation, order, judgment or decree applicable to Select or any Subsidiary Charter Documents of its subsidiaries or by which Select or any Subsidiary of the Companyits subsidiaries or any of their respective properties are bound or affected, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, 3.4(b) below or (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, or materially impair the Company’s or any of its Subsidiaries Select's rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien material lien or Encumbrance on any of the material properties or assets of the Company Select or any of its Subsidiaries subsidiaries pursuant to, any Company Scheduled Contractmaterial note, exceptbond, as mortgage, indenture, contract, agreement, lease, license, permit, franchise, concession, or other instrument or obligation to clauses which Select or any of its subsidiaries is a party or by which Select or any of its subsidiaries or its or any of their respective assets are bound or affected. (b) No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity, is required to be obtained or made by Select or any of its subsidiaries in connection with the execution and delivery of this Agreement or the consummation of the Merger, except for (i) the filing of the Merger Agreement with the Secretary of State of the State of California and the Secretary of State of the State of Delaware, (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or related) laws, the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act") and the securities or antitrust laws of any foreign country and (iii)) such other consents, respectivelyauthorizations, for any such conflictsfilings, violations, breaches, defaults approvals and registrations which if not obtained or other occurrences which made would not be material to Select or have a material adverse effect on the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) ability of the Company Disclosure Letter lists parties hereto to consummate the Merger. Select Financial Statements. Part 3.5 of the Select Schedules sets forth Select's unaudited consolidated balance sheet as of December 31, 1998 and the related consolidated unaudited statements of operations and cash flow for the twelve month period ended December 31, 1998 (the "Select Year-End Financials") and Select's unaudited balance sheet as of March 31, 1999 (the "Select Current Balance Sheet") and the related unaudited statements of operations and cash flow for the three months then ended (together with the Select Year-End Financials, the "Select Financials"). The Select Financials are correct in all consentsmaterial respects and have been prepared in accordance with GAAP, waivers applied on a basis consistent throughout the periods indicated and approvals under consistent with each other except as may be indicated therein. The Select Financials present fairly the financial condition, operating results and cash flows of Select as of the dates and during the periods indicated therein, subject to normal year-end adjustments, which will not be material in amount or significance. Absence of Certain Changes or Events. Since the date of Select Current Balance Sheet until the date hereof there has not been: (i) any Material Adverse Effect on Select , (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company Select's or any of its Subsidiaries that would be material subsidiaries' capital stock, or any purchase, redemption or other acquisition by Select of any of Select's capital stock or any other securities of Select or its subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the Company and terms of their pre-existing stock option or purchase agreements, (iii) any split, combination or reclassification of any of Select's or any of its Subsidiariessubsidiaries' capital stock, taken (iv) any granting by Select or any of its subsidiaries of any increase in compensation or fringe benefits, except for normal increases of cash compensation in the ordinary course of business consistent with past practice, or any payment by Select or any of its subsidiaries of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by Select or any of its subsidiaries of any increase in severance or termination pay or any entry by Select or any of its subsidiaries into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving Select of the nature contemplated hereby, (v) any material change by Select in its accounting methods, principles or practices, except as a wholerequired by concurrent changes in GAAP or (vi) any revaluation by Select or any of its subsidiaries of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable other than in the ordinary course of business.

Non-Contravention. The execution Except as set forth on Section 3.04 of the Company Disclosure Schedule, the execution, delivery and delivery performance by the Company of this Agreement by and the consummation of the transactions contemplated hereby do not and will not (a) contravene, conflict with, or result in any violation or breach of any provision of the Organizational Documents of the Company does notor any of its Subsidiaries, and performance of this Agreement by the Company will not: (ib) assuming compliance with the Required Company Stockholders adopt this Agreementmatters referred to in Section 3.03(a) through Section 3.03(e), contravene, conflict with or violate the Company Charter Documents result in a violation or any Subsidiary Charter Documents breach of any Subsidiary provision of the Companyany Applicable Law, (iic) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and assuming compliance with the requirements set forth matters referred to in Section 2.3(d3.03(a) through Section 3.03(e), conflict require any consent or other action by any Person under, constitute a default, or an event that, with or violate without notice or lapse of time or both, would constitute a default, under, or cause or permit the termination, cancellation, acceleration or other change of any material Legal Requirement applicable right or obligation or the loss of any benefit to which the Company or any of its Subsidiaries or by which is entitled under any provision of any Contract binding upon the Company or any of its Subsidiaries or any of their respective properties is bound Contract, franchise, permit, certificate, approval or affectedother similar authorization affecting, or (iii) result relating in any breach way to, the assets or business of or constitute a default the Company and its Subsidiaries (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s in all cases other than any Contract to which Parent or any of its Parent’s Subsidiaries rights is a counterparty) or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or (d) result in the creation or imposition of a any Lien on any of the properties or assets asset of the Company or any of its Subsidiaries pursuant toSubsidiaries, except for such contraventions, conflicts and violations referred to in clause (b), such failures to obtain any Company Scheduled Contractsuch consent or other action referred to in clause (c), exceptand such defaults, as terminations, cancellations, accelerations, changes, losses or Liens referred to in clauses (iic) and (iiid), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which that would not reasonably be material expected to have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) or materially delay or impair the ability of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of perform its obligations or consummate the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeby this Agreement.

Non-Contravention. The execution and execution, delivery of this Agreement by the Company does not, and performance of this Agreement by each of the Company Seller Corporations and the consummation of the transactions contemplated hereby does not and will not: not (i) assuming violate any provision of the Required Company Stockholders adopt this Agreementcertificate of incorporation, conflict with bylaws or violate other comparable organizational documents of Pfizer, the Company Charter Documents Stock Selling Corporations, the Conveyed Subsidiaries (or any Subsidiary Charter Documents of a Conveyed Subsidiary) or any Subsidiary of the CompanyAsset Selling Corporation, (ii) subject to obtaining the adoption consents referred to in Schedule 5.4, conflict with, or result in the 60 breach of, or constitute a default under, or result in the termination, cancellation or acceleration (whether after the giving of this Agreement by notice or the Company’s stockholders as contemplated lapse of time or both) of any right or obligation of Pfizer, the Stock Selling Corporations, the Conveyed Subsidiaries (or any Subsidiary of a Conveyed Subsidiary) or any Asset Selling Corporation under, or to a loss of any benefit of the Business to which Pfizer, the Stock Selling Corporations, the Conveyed Subsidiaries (or any Subsidiary of a Conveyed Subsidiary) or any Asset Selling Corporation is entitled under, any Material Contract, lease of real estate or license of Intellectual Property to which any Seller Corporation or Conveyed Subsidiary (or Subsidiary of a Conveyed Subsidiary) is a party or to which its assets are subject or result in Section 5.2 and the creation or imposition of any Lien, other than a Permitted Encumbrance, on any of the Shares or any Conveyed Asset, (iii) assuming compliance with the requirements matters set forth in Section 2.3(d)Sections 5.5 and 6.5, conflict with violate or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any a breach of or constitute a default under any Law or other restriction of any Governmental Authority to which any Seller Corporation or Conveyed Subsidiary (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation Subsidiary of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled ContractConveyed Subsidiary) is subject, except, as with respect to clauses (ii) and (iii), respectively, for any such violations, conflicts, violationsdefaults, breaches61 terminations, defaults cancellations or other occurrences which accelerations as would not be material to the Company and its Subsidiariesnot, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in have a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect. 62 Section V.5.

Non-Contravention. The (a) Neither the execution and delivery of this Agreement or any other Merger Document, the consummation of the Merger and the other transactions contemplated hereby nor the fulfillment of and the performance by the Company does not, and performance of this Agreement by the Company will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or obligations hereunder will (a) contravene any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result provision contained in the creation certificate of a Lien on any of the properties incorporation, bylaws or assets similar organizational documents of the Company or any of its Subsidiaries pursuant toSubsidiaries, (b) conflict with, violate or result in a breach (with or without the lapse of time, the giving of notice or both) of, or constitute a default (with or without the lapse of time, the giving of notice or both), or require any consent of any Person, under (i) except as set forth in Schedule 4.3, any Company Scheduled ContractContract or Material Lease, except, as to clauses or (ii) and (iii)any Order or Law, respectively, for any such conflicts, violations, breaches, defaults or other occurrences in each case to which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under or any of the Company Scheduled Contracts required Subsidiaries is a party or by which any of them is bound or to be obtained which any of their respective assets or properties are subject, (c) except as expressly contemplated herein or with respect to Liens granted to any lender at the Closing in connection with the consummation any financing by Parent of the transactions contemplated hereby, whichresult in the creation or imposition of any Lien on any of the assets or properties of the Company or the Subsidiaries, if or (d) except as set forth on Schedule 4.3, result in the acceleration of, or permit any Person to terminate, modify, cancel, accelerate or declare due and payable prior to its stated maturity, any obligation of the Company or any Subsidiaries, which in the case of any of clauses (b) through (d) above, would, individually or in the aggregate not obtainedaggregate, would result in reasonably be expected to have a loss Material Adverse Effect or prevent the consummation of benefits any of the transactions contemplated hereby. (b) No “fair price,” “interested shareholder,” “business combination” or similar provision of any state takeover law is, or at the Effective Time will be, applicable to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholetransactions contemplated by this Agreement.

Non-Contravention. The execution execution, delivery and delivery of this Agreement performance by the Company does notof this Agreement, and the execution, delivery and performance of this Agreement by the Company of the Ancillary Agreements to which it is a party, and the consummation by the Company of the transactions contemplated hereby and thereby, do not and will not: not (a) violate any provision of the certificates of incorporation, certificates of formation, articles by-laws or other organizational documents (the “Organizational Documents”) of any Purchased Company; (b) assuming the receipt of all Regulatory Approvals and Non-Governmental Consents, (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation ofwith, or result in the breach of, or constitute a default under, or result in the termination, cancellation, modification or acceleration (whether after the filing of notice or the lapse of time or both) of any right or obligation of any Purchased Company under, or result in a loss of any benefit to which any Purchased Company is entitled under, any Material Contract to which any Purchased Company is a party or by which any of its properties or assets are bound or (ii) result in the creation of a any Lien on upon any of the properties or assets of the Purchased Companies or (c) assuming the receipt of all Regulatory Approvals and Non-Governmental Consents, violate or result in a breach of or constitute a default under any Law or Governmental Authorization to which a Purchased Company or any of its Subsidiaries pursuant toproperties or assets are subject, any Company Scheduled Contract, except, as to which in the case of each of the foregoing clauses (iib) and (iiic), respectivelywould reasonably be expected to be, for any such conflictsindividually or in the aggregate, violations, breaches, defaults or other occurrences which would not be material to the Company and its SubsidiariesPurchased Companies, taken as a whole. Section 2.3(b)(iv) impair in any material respect the ability of the Company Disclosure Letter lists all consentsto perform its obligations under this Agreement or the Ancillary Agreements to which it is a party, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with or prevent or materially impede or delay the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company Merger or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeother transactions contemplated by this Agreement or the Ancillary Agreements.

Non-Contravention. The execution execution, delivery and delivery performance by the Company of this Agreement and the consummation by the Company does of the transactions contemplated by this Agreement do not and will not, and performance assuming receipt of this Agreement by the Required Stockholder Vote, (a) contravene or conflict with the certificate of incorporation or bylaws of the Company will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (iib) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and assuming compliance with the requirements set forth matters referred to in Section 2.3(d)3.03 and Section 3.03 of the Company Disclosure Schedule, contravene or conflict with or violate constitute a violation of any material Legal Requirement provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to the Company or any Subsidiary of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affectedCompany, or (iiic) result in any breach of or constitute a default (or an event that which with notice or notice, the lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, under or give rise to others any rights a right of termination, amendment, cancellation or acceleration of any right or cancellation of, or result in the creation of a Lien on any of the properties or assets obligation of the Company or any Subsidiary of its Subsidiaries pursuant tothe Company or to a loss of any benefit to which the Company or any Subsidiary of the Company is entitled under any provision of any agreement, contract or other instrument binding upon the Company or any Subsidiary of the Company Scheduled Contractor any license, exceptfranchise, as to permit or other similar authorization held by the Company or any Subsidiary of the Company, (d) require any action or consent or approval of any Person other than a Governmental Authority or (e) result in the creation or imposition of any Lien on any asset of the Company or any Subsidiary of the Company, other than, (i) in the case of the events specified in clauses (b), (c), and (e) (other than indebtedness of the Company or any Subsidiary of the Company) and (ii) and in the case of the events specified in clause (iii), respectively, for any such conflicts, violations, breaches, defaults or d) (other occurrences which would not be material to than indebtedness of the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of licenses and sublicenses related to the 191 patent to which the Company Disclosure Letter lists all consentsor any Subsidiary is a party on the date hereof), waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, such event which, if individually or in the aggregate aggregate, has not obtainedhad, would result and is not reasonably likely to have, a Material Adverse Effect on the Company. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, claim, lien, pledge, charge, security interest or encumbrance of any kind in a loss respect of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholesuch asset.

Non-Contravention. The execution and delivery of this Agreement by the Company Seller does not, and performance the consummation of this Agreement by the Company transactions contemplated hereby will not: , violate or result in a breach of any provision of, constitute a default (with or without notice or lapse of time or both) under, result in the termination or modification of, result in a right of termination, cancellation or acceleration of any obligation or the loss of a benefit under, or result in the creation of any Encumbrance upon any of the properties or assets of any Subject Company, REST, or RETR (any such violation, breach, default, right of termination, modification, cancellation or acceleration or creation, is referred to herein as a “Violation” with respect to the Seller and the Subject Companies and such term when used in ARTICLE V has a correlative meaning with respect to the Purchaser and its Subsidiaries) pursuant to any provisions of (i) assuming the Required Company Stockholders adopt this Agreementarticles of incorporation, conflict with by-laws, limited liability company agreement, trust agreement or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary similar governing documents of the Seller, any Subject Company, REST, or RETR, (ii) subject to obtaining the adoption Seller Required Statutory Approvals, any Law, judgment, decree, order, injunction, writ, permit or license of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement Governmental Authority applicable to the Seller, any Subject Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affectedassets, or (iii) result subject to obtaining the third-party consents set forth in Section 4.3(b)(iii) of the Seller Disclosure Letter (the “Seller Required Consents”), any breach note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or constitute other instrument, obligation or agreement of any kind to which the Seller or any Subject Company is a default (party or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s by which they or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the their respective properties or assets may be bound, except in the case of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses clause (ii) and or (iii), respectively, ) for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, Violation which, if individually or in the aggregate not obtainedaggregate, would result in not reasonably be expected to have a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeRetail Material Adverse Effect.

Non-Contravention. The execution and delivery of this Agreement the Transaction Agreements, the issuance, sale and delivery of the Securities (including the issuance of the Underlying Securities upon conversion thereof) to be sold by the Company does notunder this Agreement, and the performance of this Agreement by the Company of its obligations under the Transaction Agreements and/or the consummation of the transactions contemplated thereby will not: not (a) conflict with, result in the breach or violation of, or constitute (with or without the giving of notice or the passage of time or both) a violation of, or default under, (i) assuming the Required Company Stockholders adopt this Agreementany bond, conflict with debenture, note or violate the Company Charter Documents other evidence of indebtedness, or under any Subsidiary Charter Documents lease, license, franchise, permit, indenture, mortgage, deed of any Subsidiary of the Companytrust, (ii) subject loan agreement, joint venture or other agreement or instrument to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of subsidiary is a party or by which it or its Subsidiaries or any of their respective properties is may be bound or affected, (ii) the Company’s Restated Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), or the equivalent document with respect to any subsidiary, as amended and as in effect on the date hereof, or (iii) result in any breach statute or law, judgment, decree, rule, regulation, ordinance or order of any court or constitute a default governmental or regulatory body (including The NASDAQ Stock Market), governmental agency, arbitration panel or an event that with notice or lapse of time or both would become a default) under, or materially impair authority applicable to the Company’s or , any of its Subsidiaries rights subsidiaries or materially alter their respective properties, except in the rights case of clause (iii) for such conflicts, breaches, violations or obligations of any third party underdefaults that would not be likely to have, individually or in the aggregate, a Material Adverse Effect, or give to others any rights of termination, amendment, acceleration or cancellation of, or (b) result in the creation or imposition of a Lien on any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any of its Subsidiaries subsidiaries or an acceleration of indebtedness pursuant toto any obligation, agreement or condition contained in any Company Scheduled Contractmaterial bond, exceptdebenture, as note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and or any if its Subsidiaries, taken as subsidiaries is a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually party or in the aggregate not obtained, would result in a loss of benefits to by which the Company or any of its Subsidiaries that would be material subsidiaries is bound or to which any of the property or assets of the Company and its Subsidiariesis subject. For purposes of this Section 3.6, taken as the term “material” shall apply to agreements, understandings, instruments, contracts or proposed transactions to which the Company is a wholeparty or by which it is bound involving obligations (contingent or otherwise) of, or payments to, the Company in excess of $100,000 in a 12-month period.

Non-Contravention. The execution (a) Seller has delivered to Purchaser accurate and delivery of this Agreement by the Company does not, and performance of this Agreement by the Company will notcomplete copies of: (i) assuming the Required Constitutional Documents, each as amended, of the Seller and each Seller Group Company; (ii) the stock records of each Seller Group Company; and (iii) the minutes and other records of the meetings and other proceedings (including any actions taken by written consent or otherwise without a meeting) of the stockholders of each Seller Group Company, Seller’s Board and all committees thereof, and the boards of directors and committees thereof or equivalent governing bodies of each of Seller’s Subsidiaries. There has not been any violation of any of the provisions of its Constitutional Documents, each as amended, of any Seller Group Company Stockholders adopt and none of the Seller Group Companies has taken any action that is inconsistent in any material respect with any resolution adopted by the stockholders of the Seller Group Companies, Seller’s Board and all committees thereof, and the boards of directors and committees thereof or equivalent governing bodies of each of Seller’s Subsidiaries. (b) The execution, delivery and performance by the Seller of this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary consummation of the Companytransactions contemplated hereby, the offer, issuance and delivery of the Subject Shares hereunder will not (iii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to provision of the Company HoldCo’s Constitutional Documents or any of its Subsidiaries Seller Group Company’s Constitutional Documents, each as amended, (ii) conflict with or by which the Company violate any applicable Law or any of its Subsidiaries Governmental Order to which HoldCo or any of their respective properties Seller Group Company is bound or affected, subject or (iii) conflict with, result in any breach of or creation of an Encumbrance under, constitute a default (with or an event that with without notice or lapse of time time, or both would become a defaultboth) under, require any notice or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party consent under, or give to others any rights of termination, amendment, acceleration or cancellation of, any Contract to which HoldCo or result in the creation of any Seller Group Company is a Lien on party or by which HoldCo or any Seller Group Company is bound or to which any of the assets or properties or assets of the Company Seller or any of its Subsidiaries pursuant to, any Seller Group Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeare subject.

Non-Contravention. The execution and delivery by the Company of this Agreement by and the Company does other agreements contemplated hereby do not, and performance the consummation of the Arrangement, the Merger and the other transactions contemplated by this Agreement by the Company will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and thereby and compliance with the requirements set forth in Section 2.3(d)provisions of this Agreement and the other agreements contemplated hereby will not, conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affectedwith, or (iii) result in any violation or breach of of, or constitute a default (with or an event that with without notice or lapse of time time, or both would become a defaultboth) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give rise to others any rights a right of termination, amendment, cancellation or acceleration of any obligation or cancellation ofto the loss of a benefit under, or result in the creation of a any Lien on upon any of the properties or assets of the Company or any of its Subsidiaries pursuant tounder (other than any such Lien created as a result of any action taken by a Parent Party), any provision of (a) the Company Scheduled ContractArticles of Incorporation, exceptthe Company Bylaws or the comparable organizational documents of any of its Subsidiaries, as or (b) subject to clauses the filings and other matters referred to in the immediately following sentence, and assuming the accuracy of the representations and warranties of Parent set forth in Article 4 and Article 5, (i) any Contract to which the Company or any of its Subsidiaries is a party or by which any of their respective properties or assets are bound, (ii) and any Law or Order, in each case applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, or (iii)) any Authorizations of the Company or its Subsidiaries, respectivelyother than, for in the case of clause (b) above, any such conflicts, violations, breachesdefaults, defaults rights, losses or Liens that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. No Authorization, Order or waiver of, action or nonaction by, or filing with, or notice to, any Governmental Authority is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement and the other occurrences agreements contemplated hereby by the Company or the consummation by the Company of the Arrangement, the Merger or the other transactions contemplated by this Agreement, except for (A) the Interim Order and any filings required in order to obtain, and approvals required under, the Interim Order, (B) the Final Order, and any filings required in order to obtain the Final Order, (C) such filings and other actions required under applicable Canadian Securities Laws and U.S. Securities Laws (including any state or provincial securities Laws) and the rules and policies of the TSX and NYSE, in each case, as are contemplated by this Agreement, including the filing with the SEC and Canadian securities administrators (and, if applicable, any other Governmental Authority) of the Joint Information Statement/Circular and the Form S-4, (D) the Required Regulatory Approvals, or (E) any other Authorizations, Orders, Permits, filings and notifications with respect to which the failure to obtain or make the same would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) , or could not reasonably be expected to prevent or significantly impede or materially delay the completion of the Company Disclosure Letter lists all consents, waivers and approvals under any of Arrangement or the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMerger.

Non-Contravention. The execution and delivery of this Agreement by the Company does Credence do not, and performance of this Agreement and consummation of the transactions contemplated by the Company this Agreement by Credence will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate any provision of any of the Company Credence Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the CompanyCredence, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as approvals contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(dor disclosed pursuant to Sections 2.3(a) and 2.3(c), conflict with or violate any material Legal Requirement applicable to the Company Credence or any of its Subsidiaries or by which the Company Credence or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) subject to obtaining the consents set forth in Section 2.3(c) of the Credence Disclosure Schedule, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the CompanyCredence’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Company Credence or any of its Subsidiaries pursuant to, any Company Scheduled ContractCredence Material Contract (as defined in Section 2.15(a)), except, as to in the case of clauses (ii) and (iii), respectively) above, for any such conflicts, violations, breaches, defaults defaults, impairments, alterations, rights of termination, amendments, acceleration or other occurrences which would not be material to the Company and its Subsidiariescancellation, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consentsLiens or violations that, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate aggregate, have not obtained, had and would result in not reasonably be expected to have a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company Material Adverse Effect on Credence and its Subsidiaries, taken as a whole.

Non-Contravention. The Except as set forth in Section 3.3(a) of the Company Disclosure Letter, the execution and delivery by the Company of this Agreement and the Ancillary Agreements to which the Company is a party do not, and the performance by the Company does not, of its covenants and performance of agreements under this Agreement and the Ancillary Agreements to which the Company is a party and the consummation by the Company of the transactions contemplated by this Agreement and the Ancillary Agreements to which the Company is a party will not: , (i) assuming receipt of the Required Company Stockholders adopt this AgreementRequisite Stockholder Approval, breach, conflict with or violate the Charter or the Amended and Restated Bylaws of the Company Charter Documents (the “Bylaws”) or any Company Subsidiary Charter Documents of any Subsidiary of the CompanyDocument (as defined below), (ii) subject to obtaining assuming receipt of the adoption of this Agreement government approvals contemplated by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d3.3(b), conflict with or violate any material Legal Requirement Law applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) require notice to or the consent of any Person under, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under), or materially impair the Company’s or any of its Subsidiaries Subsidiaries’ rights or materially alter the rights or obligations of any third party under, or give to others any third party any rights of termination, amendment, payment, acceleration or cancellation of, or result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets (including intangible assets) of the Company or any of its Subsidiaries pursuant to, any Contract to which the Company Scheduled Contractor any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or its or any of their respective properties is bound or affected, exceptor (iv) give rise to or result in any person having, as or having the right to exercise, any preemptive rights, rights of first refusal, rights to acquire or similar rights with respect to any capital stock of the Company or any of its Subsidiaries or any of their respective assets or properties, except in the case of the preceding clauses (ii) and through (iiiiv), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a whole.

Non-Contravention. The execution and delivery of this Agreement by the Company does not, and performance of this Agreement by the Company and the consummation of the Merger and the transactions contemplated hereby will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the approval and adoption of this Agreement and the approval of the Merger by the Company’s 's stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d2.3(c), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries 's rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, Material Contract (as to clauses (ii) and (iiidefined in Section 2.15), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv2.3(b) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Company's or any of its Subsidiaries' Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate are not obtained, would result in a material loss of benefits to the Company Company, Parent or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken Surviving Corporation as a wholeresult of the Merger.

Non-Contravention. The execution execution, delivery and delivery ----------------- performance by the Company of this Agreement and the consummation by the Company does of the transactions contemplated hereby do not and will not, and performance of this Agreement by the Company will not: (ia) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement approval by the Company’s stockholders as contemplated in Section 5.2 and compliance 's shareholders, contravene or conflict with the requirements set forth in Section 2.3(d), conflict with articles or violate any material Legal Requirement applicable to certificate of incorporation or bylaws (or similar governing documents) of the Company or any of its Subsidiaries the Company Subsidiaries, or by (b) except for any such matters that do not have, and would not reasonably be expected to have, a Company Material Adverse Effect or except as set forth on Section 3.6 of the Company Disclosure Schedule, (i) assuming compliance with the matters referred to in Section 3.5, contravene or conflict with or constitute a violation of any provision of any law, rule, regulation, judgment, injunction, order or decree binding upon or applicable to the Company, any Company Subsidiary or any of their respective assets, (ii) result in a violation or breach of, or constitute a default under, or give rise to a right of termination, amendment, cancellation or acceleration of any right or obligation of the Company or any Company Subsidiary or to a loss of any benefit to which the Company or any Company Subsidiary is entitled under any provision of its Subsidiaries any note, bond, mortgage, indenture, lease, agreement, contract or other instrument binding upon the Company or to which the Company or such Company Subsidiary is a party or by which it is affected or any of their respective properties license, franchise, permit or other similar authorization held by the Company or such Company Subsidiary or to which the Company or such Company Subsidiary is bound a party or by which it is affected, or (iii) result in any breach of the creation or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations imposition of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien (as defined below) on any of the properties or assets asset of the Company or any Company Subsidiary. For purposes of its Subsidiaries pursuant tothis Agreement, "Lien" means, with respect to an asset, any Company Scheduled Contractmortgage, exceptlien, as to clauses (ii) and (iii)pledge, respectivelycharge, for ---- security interest or encumbrance of any kind in respect of such conflicts, violations, breaches, defaults or asset other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained than purchase money security interests incurred in connection with the consummation purchase of the transactions contemplated hereby, which, if individually or assets in the aggregate not obtained, would result in a loss ordinary course of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholebusiness.

Non-Contravention. The execution and execution, delivery of this Agreement by the Company does not, and performance of this Agreement by such Shareholder do not, and the Company consummation by such Shareholder of the transactions contemplated hereby will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affectedwith, or (iii) result in any breach of violation of, or constitute a default (with or an event that with without notice or lapse of time time, or both would become a defaultboth) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give rise to others any rights a right of termination, amendmentcancellation, or acceleration of any obligation or cancellation ofto the loss of a material benefit under, or result in the creation or imposition of a Lien on any material lien, charge, pledge, security interest or other encumbrance upon any of the properties property or assets of such Shareholder pursuant to any provision of, any mortgage, lien, lease, agreement, license, instrument, law, ordinance, regulation, order, arbitration award, judgment or decree to which such Shareholder is a party or by which any of such Shareholder's assets are bound. The execution, delivery and performance of this Agreement by such Shareholder do not and the consummation by such Shareholder of the transactions contemplated hereby will not violate or conflict with any other restriction of any kind or character to which such Shareholder is subject or by which any of such Shareholder's assets may be bound. Kori ▇▇▇eement and Plan of Merger//Page 8 17 (d) Ownership of Company Common Stock. Such Shareholder holds of record and owns beneficially the number of shares of Company Common Stock set forth next to his or her name in Schedule 2.1(d). Such Shareholder is, and as of the Final Closing Date will be (except as permitted under Section 1.7(e)), the sole and exclusive lawful owner of such shares of Company Common Stock free and clear of all liens, claims, encumbrances and rights of others of any nature whatsoever, with full power to vote all such shares on any matter that may properly come before shareholders of the Company, and such Shareholder may exercise such voting power on any matter without violation of the rights of any person. There are no rights, warrants or options outstanding with respect to such capital stock, and such Shareholder has no obligation to deliver capital stock of the Company or any of its Subsidiaries pursuant to(as defined below) to any person as of the date hereof, at any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults time on or other occurrences which would not be material prior to the Company and its SubsidiariesFinal Closing Date, taken thereafter or as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained result thereof or in connection with the consummation of the transactions contemplated hereby, which, if individually or therewith except as provided in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholethis Agreement.

Non-Contravention. The execution Except as set forth on Section 3.04 of the Company Disclosure Schedule, the execution, delivery and delivery performance by the Company of this Agreement do not, and the consummation by the Company does not, and performance of this Agreement by the Company transactions contemplated hereby will not: (ia) assuming receipt of the Required Company Stockholders adopt approval of shareholders referred to in Section 3.02 with respect to this Agreement, contravene or conflict with the certificate of incorporation, bylaws or violate the Company Charter Documents or any Subsidiary Charter Documents similar organizational documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries Significant Subsidiaries; (b) assuming compliance with the matters referred to in Section 3.03 with respect to this Agreement, contravene or by which conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or Subsidiaries; (iiic) result in any breach of or constitute a default (or an event that which with notice or notice, the lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, under or give rise to others any rights a right of termination, amendment, cancellation or acceleration of any right or cancellation of, or result in the creation of a Lien on any of the properties or assets obligation of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as or to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits any benefit to which the Company or any of its Subsidiaries that would be material to is entitled under any provision of any agreement, contract or other instrument binding upon the Company or any of its Subsidiaries and which (i) has a term of more than one year, (ii) involves the payment or receipt of money in excess of $1,000,000, or (iii) involves the issuance of capital stock of the Company or any of its Subsidiaries (a "Company Agreement") or any license, franchise, permit or other similar authorization held by the Company or any of its Subsidiaries; or (d) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries, taken as except for such contraventions, conflicts or violations referred to in clause (b) or defaults, rights of termination, cancellation or acceleration, losses or Liens referred to in clause (c) or (d) that would not, individually or in the aggregate, have a whole.Material Adverse Effect on the Company. For purposes of this Agreement, "

Non-Contravention. The execution and delivery of this Agreement the Transaction Documents, the issuance, sale and delivery of the Common Shares to be sold by the Company does notunder the Transaction Documents, and the performance of this Agreement by the Company of its obligations under the Transaction Documents and the consummation of the transactions contemplated hereby or thereby (including without limitation, the issuance of the Common Shares) do not and will not: not (a) conflict with, result in the breach or violation of, or constitute (with or without the giving of notice or the passage of time or both) a violation of, or default under, (i) assuming the Required Company Stockholders adopt this Agreementany bond, conflict with debenture, note or violate the Company Charter Documents other evidence of indebtedness, or under any Subsidiary Charter Documents lease, license, franchise, permit, indenture, mortgage, deed of any Subsidiary of the Companytrust, (ii) subject loan agreement, joint venture or other agreement or instrument to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is a party or any of their respective by which it or its properties is may be bound or affected, (ii) the Company’s amended and restated certificate of incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), the Company’s amended and restated bylaws, as amended and as in effect on the date hereof (the “Bylaws”), or the equivalent document with respect to any of the Company’s Subsidiaries, as amended and as in effect on the date hereof, or (iii) result in any breach statute or law, judgment, decree, rule, regulation, ordinance or order of any court or constitute a default governmental or regulatory body (including the Nasdaq Stock Market), governmental agency, arbitration panel or an event that with notice or lapse of time or both would become a default) under, or materially impair authority applicable to the Company’s or , any of its Subsidiaries rights subsidiaries or materially alter their respective properties, except in the rights case of clauses (i) and (iii) for such conflicts, breaches, violations or obligations of any third party underdefaults that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or give to others any rights of termination, amendment, acceleration or cancellation of, or (b) result in the creation or imposition of a Lien on any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any of its Subsidiaries or an acceleration of indebtedness pursuant toto any obligation, agreement or condition contained in any Company Scheduled Contractmaterial bond, exceptdebenture, as note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and or any if its Subsidiaries, taken as Subsidiaries is a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually party or in the aggregate not obtained, would result in a loss of benefits to by which the Company or any of its Subsidiaries that would be material is bound or to which any of the property or assets of the Company and its Subsidiaries, taken as a wholeis subject.

Non-Contravention. The (a) Neither the execution and delivery of this Agreement by the Company does not, and APSLP nor the fulfillment of and the performance of this Agreement by the Company and APSLP of their respective obligations hereunder will not: (i) assuming contravene any provision contained in the Required Company Stockholders adopt this Agreement, conflict with Governing Documents of APSLP or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary the Subsidiaries of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated conflict with, violate or result in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict a breach or acceleration (with or violate without the lapse of time, the giving of notice or both) of, permit any material Legal Requirement applicable Person to terminate, modify, cancel, accelerate or declare due and payable prior to its stated maturity, any obligation or liability of APSLP, the Company or any Subsidiary of its Subsidiaries the Company, or by constitute a default (with or without the lapse of time, the giving of notice or both) under (A) except as set forth on Section 3.3 of the Company Disclosure Letter, any Company Material Contract, Governmental Authorization, or other instrument or obligation to which APSLP, the Company or any Subsidiary of its Subsidiaries the Company is a party or is bound or to which any of their respective properties or assets are subject or (B) assuming the completion of the actions described in Section 3.4 and on Section 3.4 of the Company Disclosure Letter, any Legal Requirement to which APSLP, the Company or any Subsidiary of the Company is bound or affected, subject or to which any of their respective assets or properties are subject or (iii) result in any breach of the creation or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations imposition of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the assets or properties or assets of the Company or any Subsidiary, which, (x) in the case of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses clause (ii) and (iii), respectivelywould reasonably be expected to be, for any such conflictsindividually or in the aggregate, violations, breaches, defaults or other occurrences which would not be material materially adverse to the Company and its Subsidiaries, taken as a whole. , and (y) in the case of clause (iii), would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Neither the execution and delivery of this Agreement by the Company and APSLP nor the Closing will permit any Person to exercise any rights described in clause (a) or (b) of the Contract set forth on Section 2.3(b)(iv3.3(b) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeLetter.

Non-Contravention. The execution No approval, consent, waiver, authorization or other order of, and no filing, notice, registration, qualification or recording with, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of the Company, the Selling Members or any of their Subsidiaries or Affiliates, in connection with the execution, delivery or performance of this Agreement by and the consummation of the transactions contemplated hereby, except for (i) satisfaction of the requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (▇▇▇ "▇▇▇ ▇▇▇"), and (ii) the items listed in Section 3.1.3 of the Company does notDisclosure Letter, each of which shall have been obtained or made and shall be in full force and effect at the Closing. Except as set forth in Section 3.1.3 of Company Disclosure Letter, neither the execution, delivery and performance of this Agreement by nor the Company consummation of any of the transactions contemplated hereby (including, without limitation, the execution, delivery and performance of the Closing Agreements) does or will not: constitute, result in or give rise to (i) assuming the Required Company Stockholders adopt this Agreement, conflict with a breach or violate the Company Charter Documents violation or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate default under any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which (assuming the Company or any accuracy of its Subsidiaries or any the representations and warranties of their respective properties is bound or affectedBuyer), or (iiiii) result in any a breach of or constitute a default (under any Charter or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets Bylaws provision of the Company or any of its Subsidiaries pursuant toSubsidiaries, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to ) the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) acceleration of the Company Disclosure Letter lists all consents, waivers and approvals time for performance of any obligation under any material Enforceable Contractual Obligation of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be Subsidiaries, (iv) the imposition of any Lien upon or the forfeiture of any material to Company Asset, (v) a breach of or a default under any material Enforceable Contractual Obligation of the Company and or any of its Subsidiaries, taken as a wholeor (vi) the right to any severance payments (including, without limitation, if such payments become due only if employment is terminated following the Closing).

Non-Contravention. The execution and None of the execution, delivery or performance by the Company of this Agreement by or any Additional Agreement to which the Company is or will be a party, or the consummation of the transactions contemplated hereby or thereby, does not, and performance or will (a) contravene or conflict with the organizational documents of this Agreement by the Company will not: or its Subsidiaries, (ib) assuming the Required Company Stockholders adopt this Agreement, contravene or conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents constitute a violation of any Subsidiary provision of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with any Law or violate any material Legal Requirement Order binding upon or applicable to the Company or any of its Subsidiaries or by which any of the Company’s or its Subsidiaries’ properties or assets is or may be bound, (c) except for the Contracts listed on Schedule 4.8 requiring the Company or its Subsidiaries to obtain a consent under (but only as to the need to obtain such Company Consents), constitute a default under or breach of (with or without the giving of notice or the passage of time or both) or violate or give rise to any right of termination, cancellation, amendment or acceleration of any right or obligation of the Company or any of its Subsidiaries or require any payment or reimbursement or to a loss of any material benefit relating to the Business to which the Company or any of their respective properties its Subsidiaries is bound entitled under any provision of any Permit, Contract, Lien or affected, other instrument or (iii) result in obligations binding upon the Company or any breach of its Subsidiaries or constitute a default (or an event that with notice or lapse by which any of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the Subsidiaries’ properties or assets is or may be bound or any Permit, (d) cause a loss of any material benefit relating to the Business to which the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals is entitled under any provision of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually any Permit or in the aggregate not obtained, would result in a loss of benefits to Contract binding upon the Company or any of its Subsidiaries that would or by which any of the Company’s or any of its Subsidiaries’ assets is or may be material to bound, (e) result in the creation or imposition of any Lien (except for Permitted Liens) on any of the Company’s or any of its Subsidiaries’ properties or assets or any of the Company Securities, or (f) require any consent, approval or waiver from any Person pursuant to any provision of the Company Certificate of Incorporation or by-laws, except (i) for the Company Stockholder Approval and its Subsidiaries(ii) in the case of clauses (b) through (e), taken as for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any consents, in each case, would not reasonably be expected to have, individually or in the aggregate, a wholeMaterial Adverse Effect.

Non-Contravention. The execution and delivery of this ----------------- Agreement and the Ancillary Agreements by the Company does not, and performance of this Agreement by the Company will not: (i) assuming the Required Company Stockholders adopt this Agreementnot violate, conflict with or violate result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, could reasonably be expected to constitute a default) under, or result in the termination, suspension, revocation or cancellation of, or accelerate the performance required by, or result in a right of termination, suspension, revocation or cancellation or acceleration under, or result in the creation of any Lien, upon any of the terms, conditions or provisions of (i) the respective charters or by-laws of the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Companyits subsidiaries, (ii) subject to obtaining the adoption any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d)any court, conflict with governmental authority or violate any material Legal Requirement arbitration panel applicable to the Company or any of its Subsidiaries subsidiaries or any of their respective properties or assets, (iii) except as provided for in the KPS Agreement or as set forth on Schedule 2.4(b)(iii) of the Company Disclosure Schedule, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or sublease or other instrument, obligation or agreement of any kind to which the Company or any of its subsidiaries is now a party or by which the Company or any of its Subsidiaries subsidiaries or any of their respective properties is or assets may be bound or affected. The consummation by the Company of the transactions contemplated hereby will not result in any violation, conflict, breach, termination, suspensions, revocations, cancellations, acceleration or creation of Liens under any of the terms, conditions or provisions described in clauses (i) through (iii) result in any breach of or constitute a default the preceding sentence, subject (or an event that with notice or lapse of time or both would become a defaultx) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any case of the properties terms, conditions or assets provisions described in clause (ii) above, to obtaining (prior to the Closing) the Company Required Statutory Approvals and the Company Stockholder's Approval and (y) in the case of the terms, conditions or provisions described in clause (iii) above, to obtaining (prior to the Closing) the amendment of the Charterhouse agreements (described in Section 3.13 hereof) and the consents required from Blue Truck and from the commercial lenders, lessors or other third parties specified in Section 2.4(b) of the Company Disclosure Schedule. Excluded from the foregoing sentences of this paragraph (b) insofar as they apply to the terms, conditions or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to provisions described in clauses (ii) and (iii) of the first sentence of this paragraph (b) (and whether resulting from such execution and delivery or consummation), respectivelyare such violations, for any such conflicts, violations, breaches, defaults defaults, terminations, suspensions, revocations, cancellations, accelerations or other occurrences which would not be material to the Company and its Subsidiariescreations of Liens that could not, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in reasonably be expected to have a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The execution and delivery of this Agreement by the Company Seller does not, and performance of this Agreement the consummation by the Company Seller and the Companies of the transactions contemplated hereby will not: , violate or result in a breach of any provision of, constitute a default (with or without notice or lapse of time or both) under, result in the termination or modification of, accelerate the performance required by, result in a right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or result in the creation of any Encumbrance upon any of the properties or assets of any Company or any Subsidiary (any such violation, breach, default, right of termination, modification, cancellation or acceleration, loss or creation, is referred to herein as a “Violation” with respect to the Seller, the Companies and the Subsidiaries and such term when used in Article IV has a correlative meaning with respect to the Purchaser) pursuant to any provisions of (i) assuming the Required articles of incorporation, by-laws, certificate of formation, limited liability company agreement or operating agreement or similar governing documents (“Organizational Documents”) of the Seller, any Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the CompanySubsidiary, (ii) subject to obtaining the adoption Seller Required Statutory Approvals, any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement Governmental Authority applicable to the Seller, any Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries Subsidiary or any of their respective properties is bound or affectedassets, or (iii) result subject to obtaining the third-party consents set forth in Section 3.3(b)(iii) of the Seller Disclosure Schedule (the “Company Third-Party Consents”), any breach note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or constitute other instrument, obligation or agreement of any kind to which any of the Seller, any Company or any Subsidiary is a default (party and by which any Company or an event that with notice or lapse of time or both would become a default) underSubsidiary, or materially impair the Company’s or any of its Subsidiaries rights the Companies’ or materially alter the rights Subsidiaries’ properties or obligations of any third party underassets, may be bound or give to others any rights of terminationaffected, amendment, acceleration or cancellation of, or result except in the creation case of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any where such conflicts, violations, breaches, defaults or other occurrences which Violations would not have or reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The execution and execution, delivery of this Agreement by the Company does not, and performance of this Agreement by Seller and the Company Selling Subsidiaries, the execution, delivery and performance of the Seller Documents by Seller, the execution, delivery and performance of the Selling Subsidiary Documents by the Selling Subsidiaries and the consummation of the transactions contemplated hereby and thereby, do not and will not: not (ia) assuming violate any provision of the Required Company Stockholders adopt this Agreementcertificate of incorporation, conflict with bylaws or violate the Company Charter Documents other comparable organizational document of Seller, any Selling Subsidiary or any Subsidiary Charter Documents of any Subsidiary of the CompanyConveyed Entity, as applicable; (iib) subject to obtaining the adoption consents referred to on Schedule 3.4 and Schedule 3.5 of this Agreement the Seller Disclosure Letter, conflict with, result in a breach of, constitute a default under or result in the right of termination, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any right or obligation of Seller, any Selling Subsidiary or any Conveyed Entity under, or to a loss of any benefit of the Business to which Seller, any Selling Subsidiary or any Conveyed Entity is entitled under, any Material Contract or Real Property Lease; (c) assuming all actions by the Company’s stockholders as contemplated or in Section 5.2 and compliance with the requirements respect of, or filing with, any Governmental Authority set forth in Section 2.3(d)on Schedule 3.4 of the Seller Disclosure Letter have been made or obtained, conflict with violate or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any a breach of or constitute a default (under any Law or an event that with notice or lapse other restriction of time or both would become a default) underany Governmental Authority to which Seller, or materially impair the Company’s any Selling Subsidiary or any of its Subsidiaries rights Conveyed Entity are subject or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or (d) result in the creation or imposition of any Lien (other than a Lien Permitted Lien) on any of the properties Conveyed Entity Equity Interests or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled ContractPurchased Assets, except, as with respect to clauses (iib), (c) and (iiid), respectively, for any such conflicts, violations, breaches, defaults conflicts, defaults, terminations, cancellations, impositions or other occurrences which accelerations as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeBusiness.

Non-Contravention. (a) The execution execution, delivery and delivery performance by the Company of this Agreement by and the Company does not, Stockholders’ Representative Agreement and performance the consummation of this Agreement by the Company transactions contemplated hereby and thereby do not and will not: not (i) assuming the Required Company Stockholders adopt this Agreementcontravene, conflict with with, or violate result in any violation or breach of any provision of the Company Charter Documents Charter, bylaws or any Subsidiary Charter Documents of any Subsidiary other governing instruments of the CompanyCompany or the Company Subsidiary, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and assuming compliance with the requirements set forth matters referred to in Section 2.3(d)4.03, contravene, conflict with with, or violate result in a violation or breach of any provision of any material Legal Requirement law, statute, ordinance, rule, regulation, judgment, injunction, order, ruling or decree applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affectedSubsidiary, or (iii) result except as set forth in Section 4.04 of the Company Disclosure Schedule, require any breach of material consent or similar action by any Person under, constitute a default (default, or an event that that, with or without notice or lapse of time or both would both, could become a default) , under, or materially impair cause or permit the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendmentcancellation, acceleration or cancellation ofother change of any material right or obligation or the loss of any material benefit to which the Company or the Company Subsidiary is entitled under any provision of any Material Agreement or any contract, lease, license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of the Company and the Company Subsidiary or (iv) result in the creation or imposition of a any Lien on any of the properties or assets asset of the Company or any of its Subsidiaries pursuant tothe Company Subsidiary, any Company Scheduled Contractexcept for such contraventions, except, as conflicts and violations referred to clauses in clause (ii) and for such failures to obtain any such consent or other action, defaults, terminations, cancellations, accelerations, changes, losses or Liens referred to in clauses (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which ) and (iv) that would not be reasonably expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) or to materially impair the ability of the Company Disclosure Letter lists to consummate the actions contemplated by this Agreement. (b) The conversion of each share of Outstanding Series B Preferred, Outstanding Series A Preferred and Outstanding Common in accordance with Section 2.02 conforms in all consentsrespects to the requirements, waivers preferences and approvals under any other provisions of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeCharter.

Non-Contravention. (a) Assuming that all consents, approvals, authorizations and permits described in Section 3.4(a) of the Company Disclosure Schedule have been obtained and all filings and notifications described in Section 3.4(b) have been made, neither the execution and delivery of this Agreement, nor the consummation of the Transactions, will: (i) result in the creation of any Lien, other than Permitted Liens, on any of the material properties or assets of the Company or any of the shares of Company Capital Stock, (ii) 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 a right of termination, cancellation or acceleration of any obligation or automatic loss of any benefit under, (A) any provision of the Company Governing Documents or any resolution adopted by stockholders of the Company or the Company’s board of directors, (B) any Material Contract of the Company or any Contract applicable to its material properties or assets, or (C) any applicable Law or (iii) give any Governmental Authority or other Person the right to challenge any of the Transactions or to exercise any remedy or obtain any relief under, any applicable Law or any Order to which the Company or any of the assets owned or used by the Company is subject. (b) Except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and except for compliance with and filings or notifications under the HSR Act or any other applicable Antitrust Laws, no consent, approval, Order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Authority or any other Person is required by or with respect to the Company in connection with the execution and delivery of this Agreement or the consummation of the Transactions. The execution and delivery of this Agreement by the Company does not, and performance the consummation of this Agreement by the Company Transactions will not: (i) assuming the Required Company Stockholders adopt this Agreementnot contravene, conflict with or violate 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 authorization, approval, regulation, permit or other similar instrument from a Governmental Authority that is held by the Company Charter Documents or that otherwise relates to the Business or to any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement assets owned or used by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a whole.

Non-Contravention. The execution and delivery of this Agreement and the Transaction Documents by each of the Seller and the Company, the performance by each of the Seller and the Company does notof their respective obligations hereunder and thereunder, and performance the consummation of this Agreement the Transactions by each of the Seller and the Company will not: not (with or without notice or lapse of time) (i) assuming violate or conflict with any provision of any charter or other organizational document of the Required Seller, the Company Stockholders adopt this Agreementor any Company Subsidiary, in each case as amended as of the Closing Date or any resolutions adopted by the board of directors or shareholders of either of the Seller or the Company; (ii) except as set forth on Schedule 2.12 and subject to obtaining the consents, approvals and authorizations or making such filings or giving such notices referred to in Section 2.13 and on Schedule 2.13, the execution and delivery of the Transaction Documents by the Seller and the Company and the performance by each of them of their respective obligations set forth thereunder will not violate, conflict with or violate result in the Company Charter Documents or any Subsidiary Charter Documents breach of any Subsidiary provision of, or result in a modification of or otherwise entitle any party to terminate, accelerate, amend, cancel or constitute (whether after the Company, (iifiling of notice or lease of time or both) subject to obtaining a default under or impair or alter the adoption rights of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries Company Subsidiary or by any third party under, any Material Contract to which the Company or any of its Subsidiaries Company Subsidiary is a party or by which or to which any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights Company Subsidiary’s assets or materially alter properties may be bound or subject (each, a “Company Material Contract”); (iii)subject to the rights exceptions set forth in Section 2.13 and on Schedule 2.13, violate, conflict with or obligations of contravene any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, Applicable Laws; (iv) violate or result in the revocation or suspension of any Company Authorization or give any Governmental Body the right to revoke or cancel any Company Authorization; or (v) result in the creation or imposition of a any Lien on upon any of the properties Shares or the property or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeSubsidiary.

Non-Contravention. The execution and execution, delivery of this Agreement by the Company does not, and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement do not and will not: : (ia) assuming the Required Company Stockholders adopt this Agreementcontravene or conflict with, conflict with or violate result in any violation or breach of, any provision of the Company Charter Documents Organizational Documents; (b) contravene or conflict with, or result in any Subsidiary Charter Documents of violation or breach of, any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with Laws or violate any material Legal Requirement Orders applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant toSubsidiaries, any Company Scheduled Contract, except, as to clauses including Intellectual Property (ii) and (iii"COMPANY ASSETS"), respectivelyare bound (in each case, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists assuming that all consents, waivers approvals, authorizations, filings and approvals under notifications described in Section 3.8 have been obtained or made), other than as would not have a Company Material Adverse Effect; (c) result in any violation or breach of, or constitute a default (with or without notice or lapse of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually time or in the aggregate not obtained, would both) or result in a material loss of benefits a material benefit under, any Contracts to which the Company or any of its Subsidiaries that would be material to is a party or by which any Company Assets are bound (collectively, "COMPANY CONTRACTS") or any Company Permit, other than as set forth in Section 3.9(c) of the Company and its SubsidiariesDisclosure Letter or as would not have a Company Material Adverse Effect; (d) require any consent, taken approval or other authorization of, or filing with or notification to, any Person under any Company Contracts or any Company Permits, other than as set forth in Section 3.9(d) of the Company Disclosure Letter or as would not have a wholeCompany Material Adverse Effect; (e) give rise to any termination, cancellation, amendment, modification or acceleration of any rights or obligations or give rise to a right or obligation to purchase or sell assets or securities under any Company Contracts, other than as set forth in Section 3.9(e) of the Company Disclosure Letter or as would not have a Company Material Adverse Effect; or (f) cause the creation or imposition of any Liens on any Company Assets, other than as set forth in Section 3.9(f) of the Company Disclosure Letter or as would not have a Company Material Adverse Effect.

Non-Contravention. The execution Except as disclosed in Section 4.5 of the ------------------ Company Disclosure Schedule, the execution, delivery and delivery performance by the --------------------------- Company of this Agreement and the consummation by the Company does not, of the transactions contemplated hereby do not and performance of this Agreement by the Company will not: not (ia) assuming compliance with the Required Company Stockholders adopt this Agreementmatters referred to in Section 4.3, contravene or conflict with the certificate of incorporation or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary bylaws of the Company, (iib) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and assuming compliance with the requirements set forth matters referred to in Section 2.3(d)4.4, contravene or conflict with or violate constitute a violation of any material Legal Requirement provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to the Company or any of its Subsidiaries, (c) constitute a default under or give rise to a right of termination, cancellation or acceleration of any right or obligation of the Company or any of its Subsidiaries or by to a loss of any benefit to which the Company or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding upon the Company or any of its Subsidiaries or any of their respective properties is bound license, franchise, lease, permit or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair other similar authorization held by the Company’s Company or any of its Subsidiaries rights or materially alter the rights or obligations of any third party underSubsidiaries, or give to others any rights of termination, amendment, acceleration or cancellation of, or (d) result in the creation or imposition of a any Lien on any of the properties or assets asset of the Company or any of its Subsidiaries pursuant toSubsidiaries. For purposes of this Agreement, "Lien" means any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance (i) for Taxes (as defined in Section 4.13) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on the Company Scheduled Contract, exceptBalance Sheet (as such term is defined in Section 4.8), as to clauses the case may be); (ii) and which is a carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like lien arising in the ordinary course of business; (iii)) statutory or common law liens to secure obligations to landlords, respectivelylessors or renters under leases or rental agreements confined to the premises rented or (iv) deposits or pledges made in connection with, for any such conflictsor to secure payment of, violationsworkers' compensation, breachesunemployment insurance, defaults or other occurrences which would not be material social security programs mandated under laws applicable to the Company and its Subsidiaries, taken Except as a whole. disclosed in Section 2.3(b)(iv) 4.5 of the Company Disclosure Letter lists all consentsSchedule, waivers and approvals under neither ---------------------------------------------- the Company nor any Subsidiary of the Company Scheduled Contracts required is a party to be obtained in connection with any agreement that expressly limits the consummation ability of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any Subsidiary of its Subsidiaries that the Company, or would be material limit Parent or any Subsidiary of Parent after the Effective Time, to the Company and its Subsidiaries, taken as a wholecompete in or conduct any line of business or compete with any Person or in any geographic area or during any period of time.

Non-Contravention. The No approval, consent, waiver, exemption, order, authorization or other action by, or notice to or filing with, any Governmental Authority or any Person, and no lapse of a waiting period, is required (so as not to cause any of the results as set forth in following sentence) to be obtained by Buyer or in connection with (or in order to permit) the execution, delivery or performance by Buyer of this Agreement or any of the Ancillary Agreements or the consummation of the Contemplated Transactions. Neither the execution and delivery by Buyer of this Agreement by the Company does not, and performance of this Agreement by the Company will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary Ancillary Agreement to which Buyer is or will be a party, nor the consummation of the CompanyContemplated Transactions, nor the performance by Buyer of its obligations hereunder or thereunder, shall (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance or, with the requirements set forth in Section 2.3(d)giving of notice or the lapse of time or both, would): (a) conflict with or violate any material Legal Requirement applicable provision of Buyer's Organizational Documents or Buyer's 1999 Incentive Compensation Plan; (b) (i) give rise to a conflict, breach or default (or event which with the Company giving of notice or lapse of time, or both, would become a default) or any right of termination, cancellation or acceleration of remedies or rights, (ii) give to any other Person any right to purchase or sell assets or securities or to exercise any remedy or modify any obligation or term, or (iii) otherwise result in a loss of benefits to Buyer or its business, under the provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which the Buyer is a party or by which it or any of its Subsidiaries properties or by which assets is otherwise bound; (c) violate any Law or stock market rule applicable to the Company or any of Buyer, its Subsidiaries business, or any of their respective properties is bound or affected, assets; or (iiid) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation or imposition of a any Lien on upon any of the properties or assets of the Company Buyer or any of used in its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholebusiness.

Non-Contravention. The Except as set forth in Section 4.04(b) of the ----------------- Company Disclosure Schedule, the execution and delivery of this Agreement by the Company does do not, and performance the consummation of this Agreement by the Company transactions contemplated hereby will not: (i) assuming the Required Company Stockholders adopt this Agreement, violate, conflict with with, or violate the Company Charter Documents or any Subsidiary Charter Documents result in a breach of any Subsidiary of the Companyprovision of, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (with or an event that with without notice or lapse of time or both would become a defaultboth) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights result in a right of termination, amendmentcancellation, or acceleration or cancellation ofof any obligation under, or result in the creation of a Lien on any lien, security interest, charge or encumbrance ("Liens") upon any of the properties or assets of the Company or any of its Subsidiaries subsidiaries (any such violation, conflict, breach, default, right of termination, cancellation or acceleration, loss or creation, a "Violation" with respect to the Company (such term when used in Article V having a correlative meaning with respect to Parent)) pursuant toto any provisions of (i) the articles of organization, by-laws or similar governing documents of the Company, any of its subsidiaries or any of its joint ventures, (ii) subject to obtaining the Company Scheduled ContractRequired Statutory Approvals and the receipt of the Company Shareholders' Approval, exceptany statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority (as defined in Section 4.04(c)) applicable to the Company, any of its subsidiaries or any of its joint ventures, or any of their respective properties or assets or (iii) subject to obtaining the third-party consents or other approvals set forth in Section 4.04(b) of the Company Disclosure Schedule (the "Company Required Consents") any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company, any of its subsidiaries or any of its joint ventures is a party or by which it or any of its properties or assets may be bound or affected, excluding from the foregoing clauses (i), (ii) and (iii), respectively, for any ) such conflicts, violations, breaches, defaults or other occurrences which Violations as would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The Neither the execution and delivery of this Agreement by the Company does not, and performance of this Agreement by the Company will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with nor the consummation of the transactions contemplated hereby, whichnor compliance by the Company with any of the terms and provisions hereof, if individually will (i) violate, contravene, conflict with or in the aggregate not obtained, would result in a loss breach of benefits any provision of the Company's Articles of Incorporation or By-laws or the Articles or Certificate of Incorporation or By-laws (or other equivalent organizational documents) of any Subsidiary, (ii) except as set forth on Section 3.03 of the Disclosure Schedule, result in any material respects in any breach or violation of, conflict with, or constitute or result in a default or event of default or event which, with notice or lapse of time or both, would constitute such a default or event of default (or give rise to any right of termina tion, cancellation, payment or acceleration, or any other right to materially diminish the rights of, or materially increase the obligations or costs to, the Company or any Subsidiary) under, or require any consent pursuant to, or result in the creation or imposition of its Subsidiaries that would be material to any lien, charge or encumbrance of any nature whatsoever on any of the properties or assets owned, leased or managed by the Company and its Subsidiariesand/or any Subsidiary under the terms or provisions of, taken as any material note, bond, mortgage, license, franchise, permit, lease, indenture, agreement, contract or other instrument or obligation to which the Company and/or any Subsidiary is a wholeparty or to which any of the material properties or assets owned, leased or managed by the Company or any Subsidiary are bound or otherwise affected or (iii) contravene or violate in any material respects any law, rule, regulation, licensing requirement, permit, order or decree of any court, arbitrator or any other agency of government or authority by which the Company or any Subsidiary is bound or by which any material properties or assets owned, leased or managed by the Company or any Subsidiary are bound or otherwise affected.

Non-Contravention. The execution and delivery of this Agreement by Neither the Company does not, and performance nor any of this Agreement by the Company will not: its subsidiaries is (i) assuming the Required Company Stockholders adopt this Agreementin violation of its charter, conflict with bylaws, partnership agreement or violate the Company Charter Documents limited liability company agreement, as applicable, or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining in default in the adoption performance or observance of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries subsidiaries is a party or by which it or any of their respective properties is bound or affectedthem may be bound, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on which any of the properties property or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses subsidiaries is subject except in the case of clause (ii) and (iii), respectively, for any such conflictsviolation or default which, violationsindividually or in the aggregate, breaches, defaults or other occurrences which would not be material to have a Material Adverse Effect; and the execution, delivery and performance by the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) each of the Company Disclosure Letter lists all consentsSubsidiary Guarantors of this Agreement, waivers the Indenture, the Notes and approvals under any of the Company Scheduled Contracts required to be obtained in connection with Subsidiary Guarantees and the consummation of the transactions contemplated herebyherein and therein and compliance by the Company and the Subsidiary Guarantors with their respective obligations hereunder and thereunder have been duly authorized by all necessary corporate, whichlimited liability company or partnership action, if individually as applicable, and will not conflict with or constitute a breach of, or default under, or result in the aggregate not obtainedcreation or imposition of (other than as expressly contemplated thereby) any lien, would result charge or encumbrance (in a loss each case, other than Liens permitted under the Indenture) upon any property or assets of benefits to the Company or any of its Subsidiaries that would be material subsidiaries pursuant to, any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company and or any of its Subsidiariessubsidiaries is a party or by which it or any of them may be bound, taken or to which any of the property or assets of the Company or any of its subsidiaries is subject, except for such conflicts, breaches or defaults which, individually or in the aggregate, would not have a Material Adverse Effect, nor will such action result in any violation of (i) the provisions of the charter, bylaws, partnership agreement or limited liability company agreement, as a whole.applicable, of the Company or any of its subsidiaries or