Common use of Noncontravention Clause in Contracts

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

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

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

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

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

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and delivery of this Agreement or any Related Agreement, nor the consummation of the transactions contemplated herebyhereby or thereby (including the assignments and assumptions referred to in Section 2), will will, subject to the Sale Order becoming a Final Order, (i) conflict with or result in a breach of the certificate of incorporation, certificate of formation, by-laws, limited liability company operating agreement or other organizational documents of any Seller or Target Company, (ii) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, chargelaw or Decree to which any Seller or Target Company is, or other restriction of any governmentits respective assets or properties are, governmental agencysubject, or court to which Seller is subject or any provision of the Certificate of Incorporation or By-laws of Seller or (iiiii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, modify or cancel, result in the loss of a material benefit under, or require any notice under any agreement, contract, lease, license, instrument, Contract or other arrangement Permit to which any Seller or Target Company is a party or by which Seller it is bound or to which Seller or its assets any of the Acquired Assets is subject (or result subject, except, in the imposition case of any Security Interest upon any of its assetseither clause (ii) or (iii), except where the violationfor such conflicts, conflictbreaches, breachdefaults, defaultaccelerations, acceleration, termination, modification, cancellation, failure rights or failures to give noticenotice as would not, individually or Security Interest would not in the aggregate, reasonably be expected to have a material adverse effect Material Adverse Effect on the condition (financial Acquired Business. Subject to the Sale Order becoming a Final Order, none of Sellers or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need Target Companies is required to give any notice to, make any filing with, or obtain any authorization, consent, consent or approval of any government Governmental Entity or governmental agency other Person in order for the Parties to consummate the transactions contemplated by this Agreement or any Related Agreement, (i) except where the failure to give notice, to file, file or to obtain any such authorization, consent, consent or approval would not not, individually or in the aggregate, reasonably be expected to have a material adverse effect Material Adverse Effect on the condition Acquired Business, (financial ii) except for applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 (the “HSR Act”), and any other law that is designed or otherwiseintended to prohibit, restrict or regulate (A) foreign investment or (B) antitrust, monopolization, restraint of trade or competition (each, a “Competition/Investment Law”), in the case of each of the foregoing subclauses (A) and (B), as set forth in Section 3(c) of Seller or on the ability of Disclosure Schedule, and (iii) except for reports to be filed under the Parties to consummate the transactions contemplated by this AgreementExchange Act.

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

Noncontravention. Except (a) Other than as set forth in Schedule 4(dSection 3.3(a) heretoof the Disclosure Schedule, to the Knowledge of Seller, neither the execution and delivery by the Company and the Seller of this Agreement, nor the consummation of the transactions contemplated herebyby this Agreement and the compliance by the Company and the Seller with the provisions of this Agreement do not and will not require any consent or other action by any Person under, will conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time or both) under, or result in, termination, cancellation or acceleration of any obligation or to a loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties or assets of the Company or the Seller under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of: (i) violate any constitutionthe Constitutive Documents or the Seller’s constitutive documents, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation or By-laws of Seller or as applicable; (ii) conflict with, result in breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, Indebtedness or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement Contract to which the Company or the Seller is a party or bound by which Seller is bound or to which Seller or its properties or assets are bound by or subject to or otherwise under which the Company or the Seller has rights or benefits other than the Indebtedness that will be repaid at Closing; or (iii) any (A) Law, or (B) Judgment, in each case, applicable to the Company or the Seller, its properties or assets. Notwithstanding the previous sentence, any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, rights, entitlements, aggregate Losses or Liens that have not given rise to, or would not reasonably be anticipated to give rise to, an event constituting a Material Adverse Change shall not be considered a breach of this Section 3.3(a). (b) Other than the required filings with the Securities and Exchange Commission (the “SEC”) and under the ▇▇▇▇–▇▇▇▇▇–▇▇▇▇▇▇ Antitrust Improvements Act of 1976 (the “HSR”), to the Seller’s Knowledge, no consent, approval, order or authorization of, registration, declaration or filing with, or notice to, any Governmental Entity is subject (required by or result with respect to the Company or the Seller in connection with the execution and delivery by the Company or the Seller of this Agreement, the consummation by the Company or the Seller of the transactions contemplated hereby or the compliance by the Company and the Seller with the provisions of this Agreement, except for such consents, approvals, orders, authorizations, registrations, declarations, filings and notices, the failure of which to be obtained or made individually or in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest aggregate would not have a impair in any material adverse effect on the condition (financial or otherwise) of Seller or on respect the ability of the Parties Company or the Seller to consummate the transactions contemplated by perform its obligations under this Agreement. Except as set forth Agreement and will not result in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementMaterial Adverse Change.

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

Noncontravention. Except Subject to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as set forth amended (the “▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act”), applicable Environmental Laws (as defined in Schedule 4(d) heretoSection 2.17(a)(iv)), to the Knowledge of Sellerand applicable foreign antitrust or trade regulation laws, neither the execution and delivery of this AgreementAgreement or any Ancillary Agreement by PKI or any Seller, nor the consummation by PKI or any other Seller of the transactions contemplated herebyhereby or thereby, will will: (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate charter, memorandum or articles of Incorporation association, bylaws or By-laws other organizational documents of any Acquired Company or any Seller; (b) require on the part of any Acquired Company or any Seller any filing with, or any permit, authorization, consent or approval of, any United States or foreign court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (iia “Governmental Entity”), except for any filing, permit, authorization, consent or approval which if not obtained would not and would not reasonably be expected to be material to the Business, taken as a whole; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, sublease, license, instrumentsublicense, franchise, permit, indenture, agreement or other arrangement mortgage for borrowed money, instrument of Indebtedness or Security Interest to which any Acquired Company or any Seller is a party or by which any Acquired Company or any Seller is bound or to which Seller or its any of their respective assets is subject (or result in the imposition of any Security Interest upon any of its assets)subject, except where the violation, for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, failure to give notice, consent or Security Interest waiver which would not have and would not reasonably be expected to be material to the Business, taken as a material adverse effect on the condition (financial whole, or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(dhereby; or (d) heretoviolate any order, Seller does not need to give any notice writ, injunction or decree specifically naming, or statute, rule or regulation applicable to, make any filing withAcquired Company or any Seller or any of their respective properties or assets, except for any violation that would not and would not reasonably be expected to be material to the Business, taken as a whole, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementhereby.

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

Noncontravention. Except as set forth in Section 3(g) of the Seller Disclosure Schedule 4(dand Section 3(f) heretohereof, to the Knowledge of Sellerexecution, neither the execution delivery and delivery performance of this AgreementAgreement and each of the Collateral Agreements to which Seller or a Significant Subsidiary is a party do not, nor and the consummation of the transactions contemplated herebyhereby and thereby will not, will (iA) violate contravene or conflict with the certificate of incorporation, by-laws or other organizational documents of Seller, or any constitutionSignificant Subsidiary; (B) contravene, conflict with or constitute a violation of any provision of any statute, regulation, rule, injunction, judgment, order, decree, rulingstipulation, injunction, charge, or other restriction of any government, governmental agency, or court binding upon or applicable to which Seller is subject or any provision Significant Subsidiary or any of the Certificate of Incorporation their respective properties or By-laws of assets, which contravention, conflict or violation could reasonably be expected to have a Seller or Material Adverse Effect; (iiC) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, modify or cancel, or require any notice under or give rise to a loss of any agreementbenefit under, any contract, lease, sublease, license, instrumentsublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest or other arrangement to which Seller or any Significant Subsidiary is a party or by which Seller any of them is bound or to which Seller or its any of their assets is subject (or result in the creation or imposition of any Security Interest upon Interests on any assets of its assets)Seller or any Significant Subsidiary, except where the which contravention, violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest loss of benefit would not have a material adverse effect on Seller Material Adverse Effect or adversely affect the condition (financial or otherwise) ability of Seller or on the ability of the Parties any Significant Subsidiary to consummate the transactions contemplated hereby or by this Agreement. Except as set forth the Collateral Agreements; or (D) assuming approval by Seller's shareholders in Schedule 4(d) heretoaccordance with the rules and regulations of Nasdaq, Seller does not need to give violate or conflict with the rules, regulations or listing requirements of Nasdaq or any notice to, make any filing with, other exchange or obtain any authorization, consent, trading market on which Seller's securities may be listed or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementtraded.

Noncontravention. Except for applicable requirements of the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇itrust Improvements Act of 1976, as set forth in Schedule 4(d) hereto, to amended (the Knowledge of Seller"Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇"), neither the execution and delivery of this AgreementAgreement or the Ancillary Agreements by the Seller and the Parent, nor the consummation by the Seller and the Parent of the transactions contemplated herebyhereby or thereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation charter or By-laws of the Seller or the Parent, (iib) require on the part of the Seller or the Parent any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, sublease, license, instrumentsublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest (as defined below) or other arrangement to which the Seller or the Parent is a party or by which the Seller or the Parent is bound or to which Seller or its any of their assets is subject subject, (or d) result in the imposition of any Security Interest upon any of its assets)the Acquired Assets or (e) violate any order, except where writ, injunction, decree, statute, rule or regulation applicable to the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give noticeSeller the Parent, or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability any of the Parties to consummate the transactions contemplated by this AgreementAcquired Assets. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval For purposes of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice"Security Interest" means any mortgage, to filepledge, security interest, encumbrance, charge, or other lien (whether arising by contract or by operation of law), other than (i) mechanic's, materialmen's, and similar liens, (ii) liens for taxes not yet due and payable or for taxes that the taxpayer is contesting in good faith through appropriate proceedings, (iii) liens arising under worker's compensation, unemployment insurance, social security, retirement, and similar legislation, (iv) liens on goods in transit incurred pursuant to obtain any authorizationdocumentary letters of credit, consent(v) purchase money liens and liens securing rental payments under capital lease arrangements, or approval would (vi) liens in favor of lessors arising in connection with real property leased to the Seller, and (vii) other liens arising in the Ordinary Course of Business and not have a material adverse effect on incurred in connection with the condition (financial or otherwise) borrowing of Seller or on money. For purposes of this Agreement, "Ordinary Course of Business" shall mean the ability ordinary course of business of the Parties Seller, consistent with past custom and practice (including with respect to consummate the transactions contemplated by this Agreementfrequency and amount).

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

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

Noncontravention. Except Subject to receipt of the Target Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as set forth in Schedule 4(d) hereto, to required by the Knowledge State of SellerWyoming, neither the execution and delivery of this AgreementAgreement by the Target, nor the consummation by the Target of the transactions contemplated hereby, will will: (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate Target Charter or the Bylaws; (b) require on the part of Incorporation the Target any filing with, or By-laws any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of Seller or the Target’s participation in the transactions contemplated hereby, (ii) those required to be made by the Company or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Target; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreementcontract listed in Section 3.4 of the Target Disclosure Letter, contractexcept for any conflict, leasebreach, licensedefault, instrumentacceleration, right to accelerate, termination, modification, cancellation, notice, consent or other arrangement waiver that would not reasonably be expected to which Seller is have a party or by which Seller is bound or to which Seller or its assets is subject Material Adverse Effect on the Target; (or d) result in the imposition of any Security Interest upon any assets of the Target; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Target, any of its properties or assets), except where the violationother than such conflicts, conflictviolations, breachdefaults, defaultbreaches, acceleration, termination, modification, cancellation, failure cancellations or accelerations referred to give notice, or Security Interest in clauses (a) through (e) (inclusive) hereof which would not have a material adverse effect Material Adverse Effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementTarget.

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

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

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

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

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

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

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

Noncontravention. Except as set forth on Schedule 4.4 or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Acquired Company is not required to submit any notice, report or other filing with, or obtain any consent or other approval of, any Governmental Authority or any other Person in connection with the execution and delivery by Seller of this Agreement, or by any Seller of any Seller Ancillary Agreement or by the Acquired Company of any Company Ancillary Agreement, or the consummation of the transactions contemplated hereby or thereby. Except as set forth on Schedule 4(d) hereto, to the Knowledge of Seller4.4, neither the execution and delivery by Seller of this Agreement or any Seller Ancillary Agreement, or by the Acquired Company of any Company Ancillary Agreement, nor the consummation by Seller or the Acquired Company of the transactions contemplated herebyhereby or thereby, nor compliance by Seller or the Acquired Company with any of the provisions hereof or thereof, will (ia) violate conflict with or result in a breach of any constitutionprovisions of the Organizational Documents of the Acquired Company, statute(b) constitute or result in the breach of any term, regulation, rule, injunction, judgment, order, decree, ruling, chargecondition or provision of, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation or By-laws of Seller or (ii) conflict with, result in breach of, constitute a default under (with or without notice or lapse of time, or both), or give rise to any right of termination, cancellation or acceleration with respect to, or give rise to any obligation of the Acquired Company to make any payments under, or result in the acceleration ofcreation or imposition of a Lien upon the Acquired Company property or assets pursuant to, create in any party the right to accelerateMaterial Contract, terminate, modifyLease, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement Permit to which Seller the Acquired Company is a party or by which Seller is bound or to which Seller the Acquired Company or its properties or assets is subject may be subject, or (c) violate any Order or result in Law applicable to the imposition of any Security Interest upon Acquired Company or any of its properties or assets, except in the case of clauses (b) and (c), except where as would not, individually or in the violationaggregate, conflict, breach, default, acceleration, termination, modification, cancellation, failure reasonably be expected to give notice, or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementMaterial Adverse Effect.

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

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

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will will, directly or indirectly, (ia) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation charter or By-laws bylaws of Seller or (iib) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller is a party or by which Seller is bound or to which Seller or its assets is subject Contract (or result in the imposition of any Security Interest upon any of its assetsthe Assets), except where but excluding any such Contract as to which the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give noticedefault or acceleration thereof, or Security Interest the exercise by any party of such rights thereunder, would not have a material adverse effect on the condition Assets and Seller’s business taken as a whole, or (financial c) cause Seller to become subject to, or otherwiseto become liable for the payment of, any tax, or (d) of Seller or on the ability cause any of the Parties assets owned by Seller to consummate be reassessed or revalued by any taxing authority or other governmental body. Other than in connection with the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) heretoNevada Business Corporation Act, the Securities Exchange Act, the Securities Act, and the state securities laws, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 3.4, except where the failure Seller will not be required to give notice, any notice to file, or to obtain any authorization, consent, Consent from any Person in connection with the execution and delivery of this Agreement or approval would not have a material adverse effect on the condition (financial consummation or otherwise) performance of Seller or on the ability any of the Parties to consummate the transactions contemplated by this Agreementherein.

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

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

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

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

Noncontravention. Except as set forth The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and compliance with the provisions of this Agreement do not and will not conflict with, or result in Schedule 4(dany violation or breach of, or default (with or without notice or lapse of time, or both) heretounder, or give rise to a right of, or result in, termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of UPC or the Parent under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (i) the articles of organization or by-laws or similar organizational documents of UPC or the Parent or the certificate of incorporation or by-laws or similar organizational documents of any of its subsidiaries (including Merger Sub), (ii) any Contract applicable to UPC, Parent or Merger Sub or their respective properties or assets or (iii) subject to the Knowledge governmental filings and other matters referred to in the following sentence, any (A) statute, law, ordinance, rule or regulation or (B) judgment, order or decree, in each case applicable to UPC, Parent or Merger Sub or their respective properties or assets, other than, in the case of Sellerclauses (ii) and (iii), neither any such conflicts, violations, defaults, rights, losses or Liens that individually and in the aggregate, would not reasonably be expected to have a material adverse effect. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to UPC, Parent or Merger Sub in connection with the execution and delivery of this AgreementAgreement by UPC, nor Parent and Merger Sub and the execution and delivery of the Shareholders Agreement by UPC, Parent or the consummation by UPC, Parent and Merger Sub of the transactions contemplated herebyhereby and thereby or the compliance with the provisions of this Agreement and the Shareholders Agreement, will except for (i1) violate the filing of a premerger notification and report form under the HSR Act or any constitutionother applicable competition, statutemerger control, antitrust or similar law or regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision (2) the filing of the Certificate of Incorporation Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (3) UPC Approval, (4) the conditions precedent identified in Clauses 6.2(f) and (g) herein, (5) with respect to the Austrian merger control proceedings: legal validity of a decree by the Cartel Court Vienna that the Merger is not subject to a pre-merger filing requirement; legal validity of a decree pursuant to which within the legally provided time period no examination of the contemplated Merger has been requested; or By-laws legal validity of Seller a decree consenting to the Merger at conditions which are acceptable to all parties to this Agreement (6) with respect to the German merger control proceedings: the issue (or deemed issue) of the approval or other necessary confirmation, consent or clearance to the Merger by the German Federal Cartel Office (iiBundeskartellamt) conflict withfor each of the parties having been obtained on terms reasonably satisfactory to the parties and (7) such other consents, result in breach ofapprovals, constitute a default underorders, result authorizations, registrations, declarations and filings the failure of which to be obtained or made, individually and in the acceleration ofaggregate, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller is a party or by which Seller is bound or to which Seller or its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementeffect.

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

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

Noncontravention. Except Subject to compliance with: (a) the applicable requirements of the Securities Act, the Exchange Act, and any applicable state or foreign securities laws; (b) the filing of the Articles of Merger as set forth in Schedule 4(drequired by the VSCA; and (c) heretothe filing with the SEC, to the Knowledge Nasdaq Stock Market, Inc. and the National Association of SellerSecurities Dealers, Inc. (“NASD”) of any registration statement and the declaration by the SEC of the effectiveness of such registration statement, neither the execution and delivery of this Agreement, nor the consummation by CyberCash or Merger Sub of the transactions contemplated herebyhereby or thereby, will will, except as disclosed in Section 3.4 of the Disclosure Letter: (i1) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation or Articles of Incorporation, as the case may be, or By-laws of Seller CyberCash or Merger Sub; (ii2) require on the part of CyberCash or Merger Sub any filing with, or permit, authorization, consent or approval of, any Governmental Entity; (3) conflict with, result in breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the any right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, sublease, license, instrumentsublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest or other arrangement to which Seller CyberCash or Merger Sub is a party or by which Seller either is bound or to which Seller any of their assets are subject; (4) violate any order, writ, injunction, decree, statute, rule or its assets is subject regulation applicable to CyberCash or Merger Sub or any of their properties or assets; (or 5) result in the imposition of any Security Interest upon any assets of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement.CyberCash; or

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

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

Noncontravention. Except as set forth in Schedule 4(d(a) hereto, to the Knowledge of Seller, neither Neither the execution and delivery of this AgreementAgreement or any of the Buyer Ancillary Agreements, the consummation by Buyer and Merger Sub of the Merger and other transactions contemplated hereby or thereby, nor consummation the compliance by Buyer and Merger Sub with any of the transactions contemplated herebyprovisions hereof or thereof, will will: (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, conflict with or other restriction result in a breach of Buyer or Merger Sub of any government, governmental agency, or court to which Seller is subject or any provision provisions of the Certificate of Incorporation or By-laws of Seller their respective Charter Documents; or (ii) contravene, conflict with, with or result in breach a violation of, or constitute a default under, result in the acceleration of, create in failure to comply with any party the right Law or Order applicable to accelerate, terminate, modify, Buyer or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller is a party Merger Sub or by which Seller any properties or assets owned or used by Buyer or Merger Sub is bound or to which Seller or its assets is subject (or result affected; except, in the imposition case of any Security Interest upon any clauses (ii) of its assetsthis Section 5.3(a), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest as would not have a material adverse effect on reasonably be expected to, individually or in the condition (financial or otherwise) of Seller or on aggregate, materially impair the ability of the Parties Buyer or Merger Sub to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, Merger or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the other transactions contemplated by this Agreement. (b) No consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority is required to be obtained or made by Buyer or Merger Sub in connection with: (i) the execution, delivery and performance by Buyer or Merger Sub of this Agreement or any Buyer Ancillary Agreement in connection herewith; or (ii) the compliance by Buyer or Merger Sub with any of the provisions hereof or thereof or the consummation of the Merger or other transactions contemplated hereby or thereby.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and the delivery of this ---------------- Agreement, nor the consummation of the transactions contemplated herebyby this Agreement (including, without limitation, the assignments and assumptions referred to in Section2 above), will (i) violate any valid constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller the Buyer is subject or any provision of the Certificate of Incorporation or By-laws of Seller its limited partnership agreement or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller the Buyer is a party or by which Seller it is bound or to which Seller or any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets), ) except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the financial condition (financial or otherwise) of Seller the Buyer and its Subsidiaries taken as a whole or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except To the Knowledge of the Buyer, and other than in connection with those required notices, consents and approvals relating to the Buyer or any of its Subsidiaries as set forth described in the Disclosure Schedule 4(d) hereto(the "Required Consents of Buyer"), Seller the Buyer does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this AgreementAgreement (including the assignments and assumptions referred to in Section2 above), except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement.

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

Noncontravention. Except as set forth in Schedule 4(d) heretoSubject to compliance with the applicable requirements of the Securities Act and any applicable state securities laws, the Exchange Act, and to the Knowledge filing or other regulatory requirements, if any, of Sellerany applicable U.S. or foreign regulatory body and the filing of the Certificate of Merger as required by the Delaware General Corporation Law, neither the execution and delivery by the Buyer or the Transitory Subsidiary of this Agreement or (in the case of the Buyer) the Escrow Agreement and the Special Escrow Agreement, nor the performance by the Buyer or the Transitory Subsidiary of their respective obligations hereunder or thereunder, nor the consummation by the Buyer or the Transitory Subsidiary of the transactions contemplated herebyhereby or thereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation charter or By-laws of Seller the Buyer or the Transitory Subsidiary, each as amended and restated to date, (iib) require on the part of the Buyer or the Transitory Subsidiary any notice to or filing with, or permit, authorization, consent or approval of, any Governmental Entity, (c) conflict with, result in breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, sublease, license, instrumentsublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest or other arrangement agreement to which Seller the Buyer or the Transitory Subsidiary is a party or by which Seller either is bound or to which Seller or its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give noticetheir assets are subject, or Security Interest would not have a material adverse effect on (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the condition (financial Buyer or otherwise) the Transitory Subsidiary or any of Seller their properties or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementassets.

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

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

Noncontravention. Except as set forth in Schedule 4(d) hereto, Subject to the Knowledge filing of Sellerthe Certificate of Merger as required by the Delaware General Corporation Law and to the filing or other regulatory requirements, if any, of any other applicable U.S. or foreign regulatory body, neither the execution and delivery by the Company of this AgreementAgreement or any other agreement contemplated hereby, nor the performance by the Company of its obligations hereunder or thereunder, nor the consummation by the Company of the transactions contemplated herebyhereby or thereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation or By-laws of Seller the Company each as amended or restated to date, or the Certificate of Incorporation or By-laws (iior comparable organizational documents) of any Subsidiary each as amended or restated to date, (b) require on the part of the Company, any Subsidiary or any Company Stockholder any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, (c) except as set forth in Section 2.4 of the Disclosure Schedule, conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, sublease, license, instrumentsublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest or other arrangement to which Seller the Company or any Subsidiary is a party or by which Seller the Company or any Subsidiary is bound or to which Seller or its any of their respective assets is subject subject, (or d) result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability assets of the Parties Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to consummate the transactions contemplated by this AgreementCompany or any Subsidiary or any of their respective properties or assets. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability Section 2.4 of the Parties to consummate Disclosure Schedule sets forth a true, correct and complete list of all consents and approvals of third parties and Governmental Entities, and all filings and notices, that are required in connection with the consummation by the Company of the transactions contemplated by this Agreement.

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

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

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

Noncontravention. (a) Except as set forth in on Schedule 4(d4.3(a) hereto, to the Knowledge of Seller, neither the execution and execution, delivery or performance by each Seller of this AgreementAgreement or any Transaction Document to which it is a party, nor the consummation by such Seller of the transactions contemplated herebyContemplated Transactions, will nor compliance by such Seller with any of the provisions hereof or thereof will, with or without the passage of time or the giving of notice or both: (i) violate any constitutionGovernmental Order applicable to such Seller, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, its assets or other restriction of any government, governmental agency, or court to which Seller is subject properties or any provision of the Certificate of Incorporation or By-laws of Seller or Shareholder; (ii) conflict with, result in the breach of, constitute a default under, result in the acceleration of, create in or give any party Person the right to acceleratedeclare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate, modify, or cancel, or require modify any notice under any agreement, contract, lease, license, instrument, or other arrangement agreement to which such Seller is a party or by which Seller is bound or to which such Seller or its assets properties may be bound or affected; (iii) breach (A) any provision of any of the articles or certificate of incorporation or bylaws, each as amended, of such Seller or (B) any resolution adopted by the board of directors or the shareholders of such Seller; (iv) contravene, conflict with, or result in a violation or breach of any of the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by such Seller or that otherwise relates to the Acquired Assets or to the business of such Seller; (v) cause the Purchaser or Parent to become subject to, or to become liable for the payment of, any Tax; (or vi) result in the imposition or creation of any Security Interest Lien upon or with respect to any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure Acquired Assets; (vii) result in any shareholder of such Seller having the right to give notice, exercise dissenters’ appraisal rights; or Security Interest would not have a material adverse effect on (viii) result in any Governmental Authority or other Person having the condition (financial or otherwise) of Seller or on the ability right to challenge any of the Parties to consummate the transactions contemplated by this Agreement. Contemplated Transactions. (b) Except as set forth in Schedule 4(d) hereto4.3(b), Seller does not need none of the Sellers or Shareholders is required to give any notice to, make any filing with, to or obtain any authorizationapproval, consent, license, permit, order, ratification, waiver or approval authorization from any Person in connection with the execution and delivery of this Agreement or any of the other Transaction Documents or the consummation or performance of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementContemplated Transactions.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither the The execution and delivery of this Agreement, nor Agreement and the sale and delivery of the Securities to be sold by such Selling Stockholder and the consummation of the transactions contemplated herebyherein and compliance by such Selling Stockholder with its obligations hereunder do not and will not, will (i) violate any constitutionwhether with or without the giving of notice or passage of time or both, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, conflict with or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation or By-laws of Seller or (ii) conflict with, result in constitute a breach of, constitute a or default under, or result in the acceleration ofcreation or imposition of any tax, create in lien, charge or encumbrance upon the Securities to be sold by such Selling Stockholder or any party the right property or assets of such Selling Stockholder pursuant to accelerateany contract, terminateindenture, modifymortgage, deed of trust, loan or cancel, or require any notice under any credit agreement, contract, leasenote, license, instrument, lease or other arrangement agreement or instrument to which Seller such Selling Stockholder is a party or by which Seller is bound such Selling Stockholder may be bound, or to which Seller any of the property or its assets of such Selling Stockholder is subject (except for such conflicts, breaches or result defaults, or taxes, liens, charges or encumbrances that would not, individually or in the imposition of any Security Interest upon any of its assets)aggregate, except where reasonably be expected to materially impair the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, power or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties Selling Stockholders to perform their obligations under this Agreement, or to consummate the transactions contemplated by this Agreement. Except as set forth hereby), nor will such action result in Schedule 4(dany violation of (A) hereto, Seller does not need to give any notice to, make any filing withthe provisions of the charter or by-laws or other organizational instrument of such Selling Stockholder (if such Selling Stockholder is a business entity), or obtain (B) any authorizationapplicable treaty, consentlaw, statute, rule, regulation, judgment, order, writ or approval decree of any government, government instrumentality or governmental agency court, domestic or foreign, having jurisdiction over such Selling Stockholder or any of its properties, except in order the case of clause (B) hereto for such violations that would not, individually or in the Parties aggregate, reasonably be expected to materially impair the power or ability of the Selling Stockholders to perform their obligations under this Agreement or to consummate the transactions transaction contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementhereby.

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

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

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither the The execution and delivery of this Agreement, nor the Warrant Documents and the BODEN Documents and the sale and delivery of the Warrants and the Offered ADSs to be exercised and sold by the Underwriter on behalf the Warrant Holders and the consummation of the transactions contemplated herebyherein, therein, and in the General Disclosure Package and the Prospectus, and compliance by such Guarantor or Warrant Holder, as the case may be, with its obligations hereunder and under the Warrant Documents, the Underlying Warrant Agreements and the BODEN Documents do not and will (i) violate any constitutionnot, statutewhether with or without the giving of notice or passage of time or both, regulation, rule, injunction, judgment, order, decree, ruling, charge, conflict with or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation or By-laws of Seller or (ii) conflict with, result in constitute a breach of, constitute a or default under, or result in the acceleration ofcreation or imposition of any tax, create in lien, charge or encumbrance upon the Warrants or the Offered ADSs to be sold by the Warrant Holder pursuant to any party contract (including the right to accelerateUnderlying Warrant Agreements and the BODEN Documents), terminateindenture, modifymortgage, deed of trust, loan or cancel, or require any notice under any credit agreement, contract, leasenote, license, instrument, lease or other arrangement agreement or instrument to which Seller such Warrant Holder, as the case may be, is a party or by which Seller is bound such Guarantor or Warrant Holder, as the case may be, may be bound, or to which Seller any of the property or its assets of such Guarantor or Warrant Holder, as the case may be, is subject (or subject, nor will such action result in any violation of the imposition provisions of the charter or by-laws or other organizational instrument of such Guarantor or Warrant Holder, as the case may be, if applicable, or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any Security Interest upon government, government instrumentality or court, domestic or foreign, having jurisdiction over such Guarantor or Warrant Holders, as the case may be, or any of its assets)properties, except where the violationfor such conflicts, conflictbreaches, breach, default, acceleration, termination, modification, cancellation, failure to give notice, violations or Security Interest impositions which would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementMaterial Adverse Effect.

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

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

Noncontravention. Except as set forth in Schedule 4(dSection 4(c) hereto, to of the Knowledge of SellerDisclosure Schedule, neither the execution and the delivery of this any Transaction Agreement, nor the consummation of the transactions contemplated herebythereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court Governmental Authority to which Seller any member of the BUYER Group is subject or subject, (ii) violate any provision of the Certificate charter, bylaws, or other organizational document of Incorporation or By-laws of Seller such Person or (iiiii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice authorization, consent, waiver, or approval under any agreement, contract, lease, license, instrument, decree, judgment, or other arrangement to which Seller such Person is a party or by which Seller it is bound or to which Seller or any of its assets is are subject (or result in the imposition of any Security Interest or encumbrance upon any of its such assets), except except, with respect to subsections (i) and (iii) above, where such violations, breaches, defaults or other matters, including the failure to obtain such authorizations, consents, waivers or approvals, could not reasonably be expected to have a Material Adverse Effect on the transactions contemplated hereby. Except (1) pursuant to the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, (2) as set forth on Section 4(c) of the Disclosure Schedule, (3) Customary Post-Closing Consents and (4) where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give noticesuch notices, make such filings or Security Interest would obtain such authorizations, consents, waivers or approvals could not reasonably be expected to have a material adverse effect Material Adverse Effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) heretohereby, Seller does not need no such Person needs to give any notice tonotice, make any filing with, with or obtain any authorization, consent, waiver, or approval of any government or governmental agency Governmental Authority in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement.

Noncontravention. Except as set forth in Schedule 4(d(a) hereto, to the Knowledge of Seller, neither Neither the execution and the delivery of this Agreement, nor the performance by the Buyer or Merger Sub of its respective obligations hereunder, nor the consummation of the Merger and the other transactions contemplated herebyby this Agreement, will will, with or without the giving of notice or the lapse of time or both, (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate certificate of Incorporation incorporation or By-laws bylaws (or comparable organization documents, as applicable) of Seller the Buyer or Merger Sub, (ii) conflict withassuming compliance with the filing and notice requirements set forth in Sections 5.3(b)(i) through (iii), violate any Law or Order applicable to the Buyer or Merger Sub or (iii) result in a breach of, of or constitute a default under, result in the or give to others any right of termination, amendment, acceleration or cancellation of, create in trigger or change any party the right to accelerate, terminate, modify, rights or cancelobligations under, or require any notice under any agreement, contract, lease, license, instrumentpayment under, or other arrangement result in the creation of a Lien on any property or asset of the Buyer or Merger Sub pursuant to, any Contract or Permit to which Seller the Buyer or Merger Sub is a party or by which Seller any asset of the Buyer or Merger Sub is bound or to which Seller or its assets is subject (or result affected, except in the imposition case of clauses (ii) and (iii) to the extent that any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest such violation would not have a material adverse effect on reasonably be expected to prevent or materially delay the condition (financial or otherwise) of Seller or on the ability consummation of the Parties to consummate Merger and the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the other transactions contemplated by this Agreement. (b) The execution and delivery of this Agreement by the Buyer and Merger Sub does not, and the performance of this Agreement by the Buyer and Merger Sub will not, require any Order or Permit of, or filing with or notification to, any Governmental Entity, except for (i) such filings under state securities Laws or blue sky Laws, the Securities Act and the Exchange Act as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement (including the Proxy Statement), (ii) the filing of applications for delisting of the Class A Common Stock with the American Stock Exchange, (iii) such filings as may be required under the HSR Act or the Other Antitrust Laws, (iv) the filing and recordation of appropriate merger or other documents as required by the DGCL (including the Certificate of Merger) and (v) such other Orders, Permits, filings and notifications, which, if not obtained or made, would not reasonably be expected to prevent or materially delay the consummation of the Merger or the other transactions contemplated by this Agreement.

Noncontravention. (a) Except as set forth in on Schedule 4(d4.3(a) hereto, to hereto and except for the Knowledge of SellerSection 3.4 Eligible Consents, neither the execution and execution, delivery or performance by Seller of this AgreementAgreement or any Transaction Document to which it is a party, nor the consummation by Seller of the transactions contemplated herebyContemplated Transactions, will nor compliance by Seller with any of the provisions hereof or thereof will, with or without the passage of time or the giving of notice or both: (i) violate any constitutionGovernmental Order applicable to Seller, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, its assets or other restriction of any government, governmental agency, or court to which Seller is subject properties or any provision of the Certificate of Incorporation or By-laws of Seller or Shareholder; (ii) conflict with, result in the breach of, constitute a default under, result in the acceleration of, create in or give any party Person the right to acceleratedeclare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate, modify, or cancel, or require modify any notice under any agreement, contract, lease, license, instrument, or other arrangement agreement to which Seller is a party or by which Seller is or its properties may be bound or to which affected; (iii) breach (A) any provision of any of the articles or certificate of incorporation or bylaws, each as amended, of Seller or its assets (B) any resolution adopted by the board of directors or the shareholders of Seller; (iv) contravene, conflict with, or result in a violation or breach of any of the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Acquired Assets or to the business of Seller; (v) cause the Purchaser or Parent to become subject to, or to become liable for the payment of, any Tax, (or vi) result in the imposition or creation of any Security Interest Lien upon or with respect to any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the condition Acquired Assets; (financial or otherwisevii) result in any shareholder of Seller having the right to exercise dissenters’ appraisal rights; or on (viii) result in any Governmental Authority or other Person having the ability right to challenge any of the Parties to consummate the transactions contemplated by this Agreement. Contemplated Transactions. (b) Except as set forth in Schedule 4(d) hereto4.3(b), the Seller does or Shareholders are not need required to give any notice to, make any filing with, to or obtain any authorizationapproval, consent, license, permit, order, ratification, waiver or approval authorization from any Person in connection with the execution and delivery of this Agreement or any of the other Transaction Documents or the consummation or performance of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementContemplated Transactions.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither the The execution and delivery of this Agreement, nor Agreement and the sale and delivery of the Securities to be sold by the Selling Stockholder and the consummation of the transactions contemplated herebyherein and compliance by the Selling Stockholder with its obligations hereunder do not and will not, will (i) violate any constitutionwhether with or without the giving of notice or passage of time or both, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, conflict with or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation or By-laws of Seller or (ii) conflict with, result in constitute a breach of, constitute a or default under, or result in the acceleration ofcreation or imposition of any tax, create in lien, charge or encumbrance upon the Securities to be sold by the Selling Stockholder or any party property or assets of the right Selling Stockholder pursuant to accelerateany contract, terminateindenture, modifymortgage, deed of trust, loan or cancel, or require any notice under any credit agreement, contract, leasenote, license, instrument, lease or other arrangement agreement or instrument to which Seller the Selling Stockholder is a party or by which Seller is bound the Selling Stockholder may be bound, or to which Seller any of the property or its assets of the Selling Stockholder is subject (except for such conflicts, breaches, defaults or taxes, liens, charges or encumbrances that would not, singly or in the aggregate that would not, individually or in the aggregate, reasonably be expected to materially impair the power or ability of the Selling Stockholder to perform its obligations under this Agreement or to consummate the transaction contemplated hereby), nor will such action result in any violation of (i) the imposition provisions of the charter or by-laws or other organizational instrument of the Selling Stockholder, if applicable, or (ii) any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any Security Interest upon government, government instrumentality or court, domestic or foreign, having jurisdiction over the Selling Stockholder or any of its assets)properties, except where in the violationcase of clause (ii) above, conflictany violations that would not, breachindividually or in the aggregate, default, acceleration, termination, modification, cancellation, failure reasonably be expected to give notice, materially impair the power or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties Selling Stockholder to perform its obligations under this Agreement or to consummate the transactions transaction contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementhereby.

Noncontravention. Except as set forth in Schedule 4(dsection 4(c) hereto, to of the Knowledge of SellerDisclosure Schedule, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller Target or any of the Assets is subject or any provision of the Certificate charter or bylaws of Incorporation or By-laws of Seller Target or (ii) conflict with, result in a material breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement Contract to which Seller Target is a party or by which Seller it is bound or to which Seller or its assets any of the Assets is subject (or result in the imposition of any Security Interest upon any of its assetsthe Assets), except where where, prior to or simultaneously with the violationClosing, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, such Contract is being terminated or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability consent of the Parties to consummate the transactions contemplated by this Agreementother party thereto will have been obtained. Except as set forth in Schedule 4(d) hereto, Seller Target does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect Material Adverse Effect on the condition (business, financial condition, operations, results of operations, or otherwise) future prospects of Seller the Business, or on the ability of the Parties to consummate the transactions contemplated by this Agreement, and except for the filing contemplated by section 5(b) below. Notwithstanding the foregoing, Target and the Seller Representative make no representation as to the applicability of 41 U.S.C. section 15 (the "Assignment of Contracts Act") or 31 U.S.C. section 3727 (the "Assignment of Claims Act").

Noncontravention. Except (a) Assuming all consents, approvals, authorizations, permits, filings and notifications set forth on Schedule 4.4(b) have been obtained or made, except as set forth in on Schedule 4(d) hereto, to the Knowledge of Seller4.4(a), neither the execution and delivery of this AgreementAgreement nor the consummation by Seller of the transactions contemplated hereby, nor the compliance by Seller with any provisions hereof: (x) conflicts with or results in a breach of any provisions of the Charter Documents of any Acquired Company; (y) constitutes or results in the breach of any term, condition or provision of, or constitute a default under (with or without notice or lapse of time, or both), or gives rise to any right of termination, consent, amendment, cancellation, modification or acceleration with respect to, or gives rise to any obligation of any Acquired Company to make any payments under, or results in the creation or imposition of a Lien upon any property or assets of any Acquired Company pursuant to any Material Contract, License or Lease; or (z) contravenes, conflicts with or results in a violation of, or constitute a failure to comply with any Law or Order applicable to any Acquired Company or by which any properties or assets owned or used by any Acquired Company are bound or affected; except, in the case of clauses (y) and (z) of this Section 4.4(a), as would not have a Material Adverse Effect. (b) Except as set forth on Schedule 4.4(b), no consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority or Accrediting Agency is required to be obtained or made by any Acquired Company in connection with (i) the execution and delivery of this Agreement or (ii) the compliance by Seller with any of the provisions hereof or the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation or By-laws of Seller or (ii) conflict with, result in breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller is a party or by which Seller is bound or to which Seller or its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, ; except where the failure to give noticeobtain such consent, to fileapproval, authorization, permit, or to obtain any authorizationmake such filing with or notification to, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementMaterial Adverse Effect.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither the The execution and delivery of this Agreement, nor Agreement and (other than in the case of Sycamore) the Power of Attorney and Custody Agreement and the sale and delivery of the Securities to be sold by such Selling Stockholder and the consummation of the transactions contemplated herebyherein and compliance by such Selling Stockholder with its obligations hereunder do not and will not, will (i) violate any constitutionwhether with or without the giving of notice or passage of time or both, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, conflict with or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation or By-laws of Seller or (ii) conflict with, result in constitute a breach of, constitute a or default under, or result in the acceleration ofcreation or imposition of any tax, create in lien, charge or encumbrance upon the Securities to be sold by such Selling Stockholder or any party the right property or assets of such Selling Stockholder pursuant to accelerateany contract, terminateindenture, modifymortgage, deed of trust, loan or cancel, or require any notice under any credit agreement, contract, leasenote, license, instrument, lease or other arrangement agreement or instrument to which Seller such Selling Stockholder is a party or by which Seller is bound such Selling Stockholder may be bound, or to which Seller any of the property or its assets of such Selling Stockholder is subject (except for such conflicts, breaches or result defaults, or taxes, liens, charges or encumbrances that would not, individually or in the imposition of any Security Interest upon any of its assets)aggregate, except where reasonably be expected to materially impair the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, power or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties Selling Stockholders to perform their obligations under this Agreement, or to consummate the transactions contemplated by this Agreement. Except as set forth hereby), nor will such action result in Schedule 4(dany violation of (A) hereto, Seller does not need to give any notice to, make any filing withthe provisions of the charter or by-laws or other organizational instrument of such Selling Stockholder (if such Selling Stockholder is a business entity), or obtain (B) any authorizationapplicable treaty, consentlaw, statute, rule, regulation, judgment, order, writ or approval decree of any government, government instrumentality or governmental agency court, domestic or foreign, having jurisdiction over such Selling Stockholder or any of its properties, except in order the case of clause (B) hereto for such violations that would not, individually or in the Parties aggregate, reasonably be expected to materially impair the power or ability of the Selling Stockholders to perform their obligations under this Agreement or to consummate the transactions transaction contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementhereby.

Noncontravention. Except as set forth in Schedule 4(dSection 3(c) hereto, to of the Knowledge of SellerDisclosure Schedules, neither the Seller’s execution and delivery of this AgreementAgreement or the other Seller Transaction Documents, nor the consummation of the transactions contemplated herebyhereby or thereby, will (i) conflict with or violate the Certificate of Incorporation, By-Laws or other organizational documents of Seller, Altama or its Subsidiaries, (ii) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, charge or other restriction of any government, governmental agency, or court Government Authority to which Seller or either of Altama and its Subsidiaries is subject or any provision of the Certificate of Incorporation or By-laws of Seller or subject, (iiiii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller or Altama or its Subsidiaries is a party or by which Seller it is bound or to which Seller or its any of their assets is subject subject, or (or iv) result in the imposition or creation of any a Security Interest upon any of its assets), except where or with respect to the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give noticeShares, or Security Interest the assets of Altama or its Subsidiaries, in each case (excluding clause (i) of this Section 3.1(c)) other than anything that would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementMaterial Adverse Effect. Except as set forth in Schedule 4(dSection 3(c) heretoof the Disclosure Schedules, Seller does not need to give any notice tono consent, make any approval, order, exemption or authorization of, or registration, qualification, designation, notice, declaration or filing with, or obtain any authorization, consent, or approval Governmental Entity on the part of any government or governmental agency in order Seller is required for Seller to execute and deliver this Agreement and the other Seller Transaction Documents and for the Parties to consummate consummation of the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementhereby and thereby.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller's Disclosure Schedule, neither the execution and delivery of this Agreement, nor consummation of the transactions contemplated hereby, will by Seller will: (ia) violate Violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, rulingstipulation, chargeinjunction, charge or other restriction of any government, governmental agency, agency or court to which Seller is subject or any provision of the Certificate of Incorporation charter or By-laws bylaws of Seller which, if violated, either singly or collectively would have a material adverse effect on the financial condition of Seller; or (iib) To Seller's Knowledge, conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party Person the right to accelerate, terminate, modify, modify or cancel, or require any notice under any agreement, contract, lease, sublease, license, instrumentsublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest or other arrangement to which Seller is a party or by which Seller it is bound or to which Seller or any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the financial condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) heretoTo Seller's Knowledge, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement.

Noncontravention. (a) Except as set forth in on Schedule 4(d4.5(a) heretoof Company Disclosure Letter, to the Knowledge of Sellerauthorization, neither the execution execution, delivery and delivery performance of this Agreement, nor and the other documents delivered pursuant hereto, and the consummation of the transactions contemplated hereby, and thereby do not and will not (i) violate or conflict with any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction Law of any government, governmental agency, or court Governmental Authority to which Seller Company or any of the Subsidiaries is subject or by which any of their respective properties or assets are bound or any provision of the Certificate charter or bylaws of Incorporation Company or By-laws the limited liability company agreement or comparable governing and organizational documents of Seller any Subsidiary or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under or give rise to any agreement, contract, lease, license, instrumentobligation or to loss of a material benefit under, or other arrangement to increased, additional, accelerated or guaranteed rights or entitlements of any Person under any, Contract to which Seller Company or any of the Subsidiaries is a party or by which Seller any of them is bound or to which Seller or its any of their respective assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where . (b) Except for such filings and approvals as may be required pursuant to the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and as set forth in on Schedule 4(d4.5(b) heretoof Company Disclosure Letter, Seller does not need neither Company nor any of the Subsidiaries needs to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government Governmental Authority or governmental agency third party in order for the Parties to execute, deliver or perform this Agreement and the other documents delivered pursuant hereto and consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementhereby and thereby.

Noncontravention. Except for the filings, permits, authorizations, consents and approvals that may be required under, and other applicable requirements of, the Exchange Act, and subject to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as set forth in Schedule 4(d) heretoamended (the “▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act”), and any foreign antitrust filing requirements, and subject to obtaining the Knowledge of SellerStockholder Approval, neither the execution and delivery by Seller of this Agreement or the Revenue Sharing Agreement, nor the consummation by Seller of the transactions contemplated herebyhereby or thereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate certificate of Incorporation incorporation or By-laws bylaws of Seller, (b) require on the part of Seller any filing with, or any permit, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (iia “Governmental Entity”), other than any filing, permit, authorization, consent or approval which if not made or obtained would not be reasonably expected to have a Material Adverse Effect on the Transferred Assets, (c) to the Knowledge of Seller conflict with, result in a breach of, constitute a default under, result in the acceleration ofof any obligations under, create in any party the right to accelerate, terminate, modify, modify any provision or cancel, or require any notice under notice, consent or waiver under, any agreementMaterial Business Agreement listed in Section 3.6 of the Business Disclosure Letter, contractexcept in each such case, lease, license, instrumentas required or contemplated by the terms of the Material Business Agreements or Transferred Agreements, or other arrangement as would not reasonably be expected to which have a Material Adverse Effect on the Transferred Assets, (d) to the Knowledge of Seller is a party or by which Seller is bound or to which Seller or its assets is subject (or result in the imposition of any Security Interest Encumbrance upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give noticeTransferred Assets, or Security Interest (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to any of the Transferred Assets, other than any violation that would not reasonably be expected to have a material adverse effect Material Adverse Effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementTransferred Assets.

Noncontravention. Except as set forth in Disclosure Schedule 4(d) hereto, 5.4 and subject to the Knowledge last sentence of Sellerthis Section 5.4, neither the execution and the delivery of this AgreementAgreement by the Company or the Shareholder, nor the consummation of the transactions contemplated hereby, will hereby will: (ia) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, court or court any other third party whatsoever to which Seller is subject the Company or the Shareholder are subject, or any provision of the Certificate articles of Incorporation incorporation or By-laws bylaws of Seller the Company; or (iib) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, instrument or other arrangement to which Seller the Company or the Shareholder is a party or by which Seller either the Company or the Shareholder is bound or to which Seller or its any of the Company's assets is are subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, which conflict, breach, default, acceleration, termination, modification, cancellation, failure acceleration or rights would reasonably be expected to give notice, or Security Interest would not have a material adverse effect Material Adverse Effect on the business or financial condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementCompany. Except as set forth in Disclosure Schedule 4(d) hereto5.4, Seller does the Shareholder and the Company need not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency or any other third party whatsoever in order for the Parties to consummate the transactions contemplated by this Agreement. Notwithstanding anything to the contrary stated in this Section 5.4 or elsewhere in this Agreement, except where the failure to give notice, to fileparties agree that the Shareholder is not making any representation or warranty whatsoever about whether or not the delivery of this Agreement by the Company or the Shareholder, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) consummation of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementhereby, will violate or come into conflict with the Federal Physician Self-Referral Law, or “▇▇▇▇▇ Law”, or any state counterparts thereto, although to the actual knowledge of the Shareholder no such violations or conflicts exist.

Noncontravention. Except as set forth in Schedule 4(d) heretoNeither the execution, to the Knowledge of Seller, neither the execution and delivery or performance of this Agreement, nor the consummation by each of Buyer, Parent and Merger Sub of the transactions contemplated hereby, will (i) violate any constitutionprovision of the certificate of formation (or similar Organizational Documents) of Buyer, statuteParent or Merger Sub, regulation(ii) assuming compliance by the Company with Section 3.03, rule, injunction, judgment, order, decree, ruling, charge, violate any Law or other restriction of any government, governmental agency, or court Governmental Authority to which Seller Buyer, Parent or Merger Sub is subject or any provision (iii) with or without notice, lapse of the Certificate of Incorporation time or By-laws of Seller or (ii) both, conflict with, result in a breach or violation of, constitute a default under, result in the termination (or right of termination), cancellation, creation or acceleration of, create in of any party the right to accelerate, terminate, modify, or cancelrights under, or require any consent or notice under under, any agreement, contract, lease, license, instrument, or other arrangement material contract to which Seller Buyer, Parent or Merger Sub is a party or by which Seller is bound or to which Seller or its assets is subject (or result are bound in any material respects, except, in the imposition case of any Security Interest upon any each of its assetsclauses (ii) and (iii), except where the violation, for any conflict, breachviolation, default, acceleration, termination, modification, cancellation, acceleration, or where failure to give obtain any consent or provide notice, or Security Interest in each case, would not have a material reasonably be expected to have, individually or in the aggregate, an adverse effect on the condition (financial Buyer’s, Parent’s or otherwise) of Seller or on the Merger Sub’s ability of the Parties to consummate the transactions contemplated by this AgreementAgreement in any material respect. Except as set forth in Schedule 4(d) heretofor the applicable requirements of the HSR Act or any applicable Foreign Competition Laws, Seller does not need to give neither the execution, delivery or performance of this Agreement by Buyer, Parent and Merger Sub, nor the consummation by Buyer, Parent and Merger Sub of the transactions contemplated hereby, will require any notice to, make any filing with, or obtain any authorization, consent, consent or approval of or notice to any government Governmental Authority, except for consents, approvals or governmental agency notices the failure of which to obtain or provide would not reasonably be expected to have, individually or in order for the Parties aggregate, an adverse effect on Buyer’s, Parent’s or Merger Sub’s ability to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementhereby.

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

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

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

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

Noncontravention. Except as set forth in Schedule 4(d) heretoSubject to Seller obtaining the Seller’s Required Consents, to the Knowledge of Sellerexecution, neither the execution delivery and delivery performance of this Agreement, nor Agreement and the other agreements and instruments to be delivered hereunder by Seller and the consummation by Seller of the transactions contemplated herebyhereby and thereby do not and will not, will directly or indirectly, (ia) conflict with, contravene or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation or By-laws Organizational Documents of Seller or any of its Affiliates, (iib) conflict with, contravene or violate any Law in any material respect by which Seller or any of its Affiliates or its or their respective assets or properties (including the Acquired Assets and the Facility) is subject or bound or (c) violate or result in breach ofa breach, constitute a default (with or without notice or lapse of time or both) or acceleration under, result in the acceleration ofor give rise to any penalty or any right of termination, create in any party the right to accelerate, terminate, modify, cancellation or cancelmodification under, or require any notice under any agreement, contract, lease, license, instrumentConsent or waiver under, or result in the creation of any Lien upon any of the Acquired Assets or the Facility or any of the properties or assets of Seller or any of its Affiliates under, or any other arrangement remedy under, any Contract to which Seller or any of its Affiliates is a party or by which Seller or any of its assets or properties (including the Acquired Assets and the Facility) is bound subject or to which bound, except, in the case of clause (c), as would not, individually or in the aggregate materially impair the ownership or operation of the Acquired Assets or the Facility as currently owned or operated by Seller or its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give noticeAffiliates, or Security Interest would not have a material adverse effect on the condition (financial otherwise prevent, materially impair or otherwise) of Seller or on delay the ability of the Parties Seller and its Affiliates to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing withby, or obtain any authorizationperform their respective obligations under, consent, this Agreement or approval of any government or governmental agency in order for the Parties other agreements and instruments to consummate the transactions contemplated be delivered hereunder by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementits Affiliates.

Noncontravention. (a) Except for (1) filing the Certificate of Merger with the New York Department of State and (2) the filings, permits, authorizations, consents and approvals as set forth in Schedule 4(d) heretomay be required under the HSR Act or any other Antitrust Laws, to the Knowledge of Sellerexecution, neither the execution delivery and delivery performance of this Agreement, nor Agreement and the consummation of the transactions contemplated hereby, Transactions by Parent and Merger Sub will not (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation or By-laws of Seller or (ii1) conflict with, result in breach of, or constitute a violation of or default underunder (with or without notice, lapse of time or both), give rise to a right of termination, cancellation, renegotiation, modification or acceleration of any obligation or loss of any benefit under or require consent, approval or waiver from any Person in accordance with any provision of the organizational documents of Parent or Merger Sub or (2) conflict with, result in or constitute a material violation of or default under (with or without notice, lapse of time or both) any Law applicable to Parent or Merger Sub, except as would not reasonably be expected to, individually or in the acceleration aggregate, have a Parent Material Adverse Effect. (b) No Permit or Order of, create or registration or filing with or declaration or notification to, any Governmental Authority is required by or with respect to Parent or Merger Sub in any party connection with the right to accelerateexecution, terminate, modify, delivery and performance of this Agreement or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement the Related Agreements to which Seller it is a party or by which Seller is bound or to which Seller or its assets is subject (or result in the imposition consummation of any Security Interest upon any of its assets)the Transactions, except where for (1) the violationfiling of the Certificate of Merger, conflict(2) the filings, breachpermits, defaultauthorizations, accelerationconsents and approvals as may be required under the HSR Act or any other Antitrust Laws, termination(3) filings and notices with the United States Securities and Exchange Commission and under securities Laws applicable to Ultimate Parent, modificationand (4) such other Permits, cancellationOrders, failure to give noticeregistrations, filings, declarations, or Security Interest notifications which, if not obtained or made, would not be material to Parent or Merger Sub and would not have a material adverse effect on the condition (financial or otherwise) of Seller or on upon the ability of the Parties Parent or Merger Sub to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementTransactions.

Noncontravention. Except Subject to compliance with the applicable ---------------- requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and except as set forth in Section 2.4 of the Disclosure Schedule 4(d) heretoand except for such other consents, to approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws, and the Knowledge filings of Sellerthe Merger Filings as required by the California Law, neither the execution and delivery by the Company of this Agreement, nor the consummation by the Company of the transactions contemplated hereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate Articles of Incorporation or By-laws of Seller the Company or the charter, by-laws or other organizational document of any Subsidiary (iias defined below), (b) require on the part of the Company or any Subsidiary any filing with, or any permit, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (a "Governmental Entity"), (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a material default under, result in the acceleration ofof obligations under, create in any party the right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, instrument, material contract or other arrangement instrument to which Seller the Company or any Subsidiary is a party or by which Seller the Company or any Subsidiary is bound or to which Seller or its any of their assets is subject subject, (or d) result in the imposition of any Security Interest (as defined below) upon any assets of its the Company or any Subsidiary or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any Subsidiary or any of their properties or assets). For purposes of this Agreement: "Security Interest" means any mortgage, except where the violationpledge, conflictsecurity interest, breachencumbrance, default, acceleration, termination, modification, cancellation, failure to give notice, charge or Security Interest other lien (whether arising by contract or by operation of law) that would not have a material adverse effect Company Material Adverse Effect, other than (i) mechanic's, materialmen's and similar liens, (ii) liens arising under worker's compensation, unemployment insurance, social security, retirement and similar legislation and (iii) liens on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the condition (financial or otherwise) ordinary course of Seller or on the ability business of the Parties Company and not material to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementCompany.

Noncontravention. Except as set forth in Schedule 4(d) heretoSubject to compliance with the applicable requirements of the Securities Act, and any applicable state securities Laws, such Selling Securityholder is not a party to, subject to or bound by any agreement or any judgment, order, writ, prohibition, injunction or decree of any Governmental Entity which would prevent the execution, delivery or performance of this Agreement by such Selling Securityholder or any other agreements contemplated hereby to which it is a party, or the transfer, conveyance and sale of the Common Shares and Preferred Shares to be sold by such Selling Securityholder to the Knowledge of Seller, neither Buyer pursuant to the terms hereof. Neither the execution and delivery by such Selling Securityholder of this AgreementAgreement and all other agreements contemplated hereby to which it is a party, nor the consummation by such Selling Securityholder of the transactions contemplated herebyhereby and thereby, will (i) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate formation or similar documents of Incorporation or By-laws of Seller or such Selling Securityholder, (ii) require on the part of the Selling Securityholder any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, (iii) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the right to terminate, accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, instrument, contract or other arrangement instrument to which Seller the Selling Securityholder is a party or by which Seller the Selling Securityholder is bound or to which Seller or its assets is subject (or result in the imposition of any Security Interest upon any of its assetsare subject, except, with respect to this Section 2.1(d)(iii), except where the violation, (A) any conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, modification or Security Interest cancellation which would not have a material adverse effect on upon the condition (financial or otherwise) consummation of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth hereby or result in Schedule 4(dany Liability to the Company or (B) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, consent or to obtain any authorization, consent, or approval waiver the absence of which would not have a material adverse effect on upon the condition (financial or otherwise) consummation of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementhereby or result in any Liability to the Company, or (iv) violate any constitution, judgment, ruling, charge, order, writ, injunction, decree, statute, rule or regulation, or other restriction of any Governmental Entity applicable to the Selling Securityholder.

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

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

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

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

Noncontravention. Except The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (alone or in combination with any other event) and compliance by Buyer with the provisions of this Agreement do not and will not conflict with, or, except as set forth in Schedule 4(d) hereto, Section 5.03 of the disclosure schedule delivered by Buyer to the Knowledge Company, result in any violation or breach of, or default (with or without notice or lapse of Sellertime, neither or both) under, or give rise to a right of, or result in, termination, cancelation or acceleration of any obligation or to a loss of a benefit under, or result in the creation of any Lien in or upon any of the properties or assets of Buyer under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (a) the certificate of incorporation or bylaws of Buyer, (b) any Contract to which Buyer is party or any of its properties or assets is subject or (c) subject to the governmental filings and other matters referred to in the following sentence, any Law or Order, in each case applicable to Buyer or any of its properties or assets, other than, in the case of clauses (b) and (c), any such conflicts, violations, breaches, defaults, rights, losses, Liens or entitlements that individually or in the aggregate have not impaired and would not reasonably be expected to impair in any material respect the ability of Buyer to perform its obligations under this Agreement and have not prevented or materially impeded, interfered with, hindered or delayed and would not reasonably be expected to prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated hereby. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is required by or with respect to Buyer in connection with the execution and delivery of this Agreement by Buyer, the consummation by Buyer of the transactions contemplated hereby (alone or in combination with any other event) or the compliance by Buyer with the provisions of this Agreement, nor except for (i) the filing of a notification and report form under the HSR Act and receipt, termination or expiration, as applicable, of such other approvals or waiting periods required under any other applicable competition, merger control, antitrust or similar Law and (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made individually or in the aggregate has not impaired and would not reasonably be expected to impair in any material respect the ability of Buyer to perform its obligations under this Agreement and has not prevented or materially impeded, hindered or delayed and would not reasonably be expected to prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation or By-laws of Seller or (ii) conflict with, result in breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller is a party or by which Seller is bound or to which Seller or its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement.

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

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

Noncontravention. Except as set forth in Schedule 4(d) hereto, to at Section 2.4 of the Knowledge of SellerDisclosure Schedule, neither the execution and delivery by the Seller of this AgreementAgreement or the Ancillary Agreements, nor the consummation by the Seller of the transactions contemplated herebyhereby or thereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation or Byby-laws of the Seller, (b) require on the part of the Seller any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, (iic) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, instrument, contract or other arrangement instrument to which the Seller is a party or by which the Seller is bound or to which Seller or its any of their respective assets is subject subject, except for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which, individually or in the aggregate, would not have a Seller Material Adverse Effect and would not adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which, individually or in the aggregate, would not have a Seller Material Adverse Effect and would not adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Seller or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Seller or any of its properties or assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement.

Noncontravention. Except as set forth in Schedule 4(d) hereto, Subject to the Knowledge receipt of SellerStockholder Approval, the timely mailing of the notice of dissenters’ rights to the Company’s stockholders and the filing of the Certificate of Merger as required by the MCA, neither the execution and delivery by the Company of this Agreement, nor the consummation by the Company of the transactions contemplated hereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate certificate of Incorporation incorporation or By-laws bylaws of Seller the Company, as amended to date, (b) require on the part of the Company any filing with, or any permit, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (iia “Governmental Entity”), except for such permits, authorizations, consents and approvals for which the Company is obligated to use its Reasonable Best Efforts to obtain pursuant to Section 4.2(a), (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party Party the right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, instrument, contract or other arrangement instrument to which Seller the Company is a party or by which Seller the Company is bound or to which Seller or its any of their assets is subject (or result in the imposition of any Security Interest upon any of its assets)subject, except where the violation, for (i) any conflict, breach, default, acceleration, termination, modificationmodification or cancellation in any contract or instrument set forth in Schedule 2.13 of the Disclosure Schedule, cancellationfor which the Company is obligated to use its Reasonable Best Efforts to obtain waiver, failure consent or approval pursuant to give noticeSection 4.2(b), (ii) any conflict, breach, default, acceleration, termination, modification or Security Interest cancellation which would not have a material adverse effect on Company Material Adverse Effect and would not adversely affect the condition (financial or otherwise) consummation of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(dhereby or (iii) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, consent or to obtain any authorization, consent, or approval waiver the absence of which would not have a material adverse effect on Company Material Adverse Effect and would not adversely affect the condition (financial or otherwise) consummation of Seller or on the ability of the Parties to consummate the transactions contemplated by hereby, (d) result in the imposition of any Security Interest (as defined below) upon any assets of the Company or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its properties or assets. For purposes of this Agreement: “Security Interest” means any mortgage, pledge, security interest, encumbrance, charge or other lien (whether arising by contract or by operation of law), other than (i) mechanic’s, materialmen’s, and similar liens, (ii) liens arising under worker’s compensation, unemployment insurance, social security, retirement, and similar legislation, and (iii) liens on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the Ordinary Course of Business (as defined below) of the Company and not material to the Company; and “Ordinary Course of Business” means the ordinary course of the Company’s business, consistent with past custom and practice (including with respect to frequency and amount).

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

Noncontravention. Except as set forth in Schedule 4(dSubject to compliance with: (a) hereto, to the Knowledge applicable requirements of Seller, the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act; and (b) applicable foreign Antitrust Laws; (c) neither the execution and delivery of this AgreementAgreement or any Ancillary Agreement by GB Ltd. or any other Seller, nor the consummation by GB Ltd. or any other Seller of the transactions contemplated herebyhereby or thereby, will will: (i) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate charter, memorandum or articles of Incorporation association, bylaws or By-laws other organizational documents of Seller any Acquired Company or any Seller; (ii) require on the part of any Acquired Company or any Seller any filing with, or any permit, authorization, consent or approval of any Governmental Entity, except as set forth on Section 3.4(c)(ii) of the Disclosure Schedule or for any filing, permit, authorization, consent or approval which if not obtained would not have an AS&O Business Material Adverse Effect; (iii) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, sublease, license, instrumentsublicense, franchise, permit, subsidy, indenture, agreement, mortgage for borrowed money, instrument of Indebtedness or other arrangement Security Interest to which any Acquired Company or any Seller is a party or by which any Acquired Company or any Seller is bound or to which Seller or its any of their respective assets is subject (or result in the imposition of any Security Interest upon any of its assets)subject, except where as set forth on Section 3.4(c)(iii) of the violation, Disclosure Schedule or for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, failure to give notice, consent or Security Interest waiver which would not have a material adverse effect on the condition an AS&O Business Material Adverse Effect; or (financial iv) violate any order, writ, injunction or otherwise) of decree specifically naming, or statute, rule or regulation applicable to, any Acquired Company or any Seller or on the ability any of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, their respective properties or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreementassets, except where the failure to give notice, to file, or to obtain for any authorization, consent, or approval violation that which would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementan AS&O Business Material Adverse Effect.

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

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither the The execution and delivery of this Agreementthe Operative Documents by the Seller and the Parent, nor and the consummation of the transactions contemplated herebythereby (including the assignments and assumptions referred to in Article 2 above), (a) will (i) not violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation, Articles of Incorporation or By-laws other similar charter document, or the Bylaws, of Seller the Seller, the ▇▇▇▇▇▇ Subsidiaries or the Parent, (iib) conflict withwill not violate any statute, rule, regulation, order or decree of any Governmental Body by which the Seller, the ▇▇▇▇▇▇ Subsidiaries, their respective properties or assets, or the Parent is bound or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify any Governmental Authorization that is held by any of the ▇▇▇▇▇▇ Parties or that otherwise relates to the Acquired Assets or the Business, and (c) will not result in a violation or breach of, or constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrumentfranchise, permit, indenture, agreement or other arrangement instrument to which Seller the Seller, either of the ▇▇▇▇▇▇ Subsidiaries or the Parent is a party party, or by which Seller is bound the Seller, either of the ▇▇▇▇▇▇ Subsidiaries, or to which Seller any of their properties or its assets is subject bound, excluding from the foregoing clauses (b) and (c) violations, breaches or result defaults which, either individually or in the imposition aggregate, (i) would not prevent the Seller, the ▇▇▇▇▇▇ Subsidiaries or the Parent from performing their respective obligations under the Operative Documents or the consummation of any Security Interest upon any of its assets)the transactions contemplated thereby, except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest and (ii) would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability Buyer's post- Closing ownership, operation and maintenance of the Acquired Assets and conduct of the Business as conducted by the ▇▇▇▇▇▇ Parties immediately prior to consummate the transactions contemplated by this AgreementClosing. Except as set forth in Schedule 4(d) heretoSection 3.3 of the Disclosure Schedule, Seller does not need none of the Seller, the ▇▇▇▇▇▇ Subsidiaries or the Parent is required to give any notice to, make any filing with, or obtain any authorization, consentConsent from any Person in connection with the execution and delivery of this Agreement or any of the other Operative Documents, or approval the consummation or performance of the transactions contemplated hereby and thereby. Except as set forth in Section 3.3 of the Disclosure Schedule and except for filings required under the HSR Act, none of the Seller, the ▇▇▇▇▇▇ Subsidiaries or the Parent is, and none of them will be solely on account of the Closing hereunder, required to make any government filing or governmental agency registration with, or obtain any Consent from, any Person in connection with the execution, delivery and complete performance of the transactions contemplated by the Operative Documents (including the assignments and assumptions referred to in Article 2 above), or in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure Operative Documents to give notice, to file, be effective or to obtain preserve any authorization, consent, material right or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability benefit of the ▇▇▇▇▇▇ Parties to consummate or the transactions contemplated by this AgreementBusiness.

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

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

Noncontravention. Except Subject to compliance with the applicable requirements of the Securities Act and any applicable state securities laws, the Exchange Act, the Nasdaq National Market, and the filing of the Certificate of Merger as set forth in Schedule 4(d) hereto, to required by the Knowledge of SellerDGCL, neither the execution and delivery by AVANT or Acquisition Sub of this AgreementAgreement or each Ancillary Agreement to which it is a party, nor the consummation by AVANT or Acquisition Sub of the transactions contemplated herebyhereby or thereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation or By-laws Bylaws of Seller AVANT or the Certificate of Incorporation of Acquisition Sub, (iib) require on the part of AVANT or Acquisition Sub any filing with, or permit, authorization, consent or approval of, any governmental or regulatory authority (other than pursuant to Section 7.9 hereof), (c) conflict with, result in breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, instrument, contract or other arrangement instrument to which Seller AVANT or Acquisition Sub is a party or by which Seller either is bound or to which Seller any of their assets are subject, or its assets is subject (d) violate any order, writ, injunction, decree, statute, rule or result regulation applicable to AVANT or Acquisition Sub or any of their properties or assets, except for any of the foregoing matters set forth in clauses (a) through (d) which, individually or in the imposition of any Security Interest upon any of its assets)aggregate, except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not reasonably be expected to have a material adverse effect on an AVANT Material Adverse Effect and would not prevent or materially delay the condition (financial or otherwise) consummation of Seller or on the ability of the Parties to consummate the transactions contemplated hereby or by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementAncillary Agreements.

Noncontravention. Except as set forth in Schedule 4(dSection 3.2(c) hereto, to of the Knowledge of SellerDisclosure Schedule, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller the Company is subject or any provision of the Certificate charter or bylaws of Incorporation or By-laws of Seller the Company, or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller the Company is a party or by which Seller it is bound or to which Seller or any of its assets is subject (or result in the imposition of any Security Interest Lien upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest Lien would not have a material adverse effect on the business, condition (financial or otherwise) ), operations, results of Seller operations, or future prospects of the Company or on the ability of the Parties to consummate the transactions contemplated by this AgreementAgreement (a "Material Adverse Effect"). Except for such filings as may be required under the HSR Act; except for authorizations, consents, approvals, declarations, filings or registrations the failure of which to obtain, would not, in the aggregate, impair the ability of the Sellers or the Company to perform their obligations hereunder or have a Material Adverse Effect on the Company; and except as set forth in Schedule 4(dSection 3.2(c) heretoof the Disclosure Schedule, Seller the Company does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on of, or make any declaration, filing or registration with, any government or governmental agency or regulatory authority in connection with the condition (financial or otherwise) execution, delivery and performance of Seller or on this Agreement and the ability consummation of the Parties to consummate the transactions contemplated by this Agreement.hereby. EXECUTION COPY

Noncontravention. Except (a) Other than as set forth in Schedule 4(dSection 5.3(a) heretoof the Disclosure Schedule, to the Knowledge of Seller, neither the execution and delivery by Seller of this Agreement, nor the consummation of the transactions contemplated herebyby this Agreement and the compliance by Seller with the provisions of this Agreement do not and will not conflict with, will or result in any violation or breach of, or default (with or without notice or lapse of time or both) under, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation or to a loss of a material benefit under, or result in the creation of any Lien in or upon any of the Purchased Assets under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of: (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation or By-laws of Seller or Constitutive Documents; (ii) conflict with, result in breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement Material Contract to which Seller is a party or bound by which Seller is or the Purchased Assets are bound by or subject to; or (iii) any (A) Law, or (B) Judgment, in each case, applicable to which Seller Seller, its properties or its assets is subject (or result other than in the imposition cases of (ii) and (iii) above, any Security Interest upon any of its assets)such conflicts, except where the violationviolations, conflictbreaches, breachdefaults, defaultrights, accelerationentitlements, terminationlosses or Liens that have not given rise to, modification, cancellation, failure or would not reasonably be anticipated to give notice, or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice rise to, make any an event constituting a Material Adverse Change. (b) No consent, approval, order or authorization of, registration, declaration or filing with, or obtain notice to, any authorizationGovernmental Entity is required by or with respect to Seller in connection with the execution and delivery by Seller of this Agreement, consent, or approval the consummation by Seller of any government or governmental agency in order for the Parties to consummate the transactions contemplated hereby or the compliance by Seller with the provisions of this Agreement, except where for such consents, approvals, orders, authorizations, registrations, declarations, filings and notices, the failure of which to give notice, to file, be obtained or to obtain any authorization, consent, made individually or approval in the aggregate would not have a impair in any material adverse effect on the condition (financial or otherwise) of Seller or on respect the ability of the Parties Seller to consummate the transactions contemplated by perform its obligations under this AgreementAgreement and will not result in a Material Adverse Change.

Noncontravention. (a) Except as set forth on Schedule 3.2 and except for the applicable requirements of the HSR Act: (i) Seller is not required to submit any notice, report or other filing with any Governmental Authority in Schedule 4(dconnection with Seller’s execution, delivery or performance of this Agreement or any other document, instrument or agreement to be executed and delivered by Seller in connection herewith, (ii) heretosuch execution, delivery and performance will not result in a breach or violation of, or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or give rise to a right of any party to accelerate, amend, modify or terminate, or require payments under, or require the Knowledge authorization, consent or approval from any Person pursuant to any Contract to which Seller is a party, and (iii) no consent, approval or authorization of Sellerany Governmental Authority or any other Person is required to be obtained by Seller in connection with Sellers’ execution, neither the delivery and performance of this Agreement or any other document, instrument or agreement to be executed and delivered by Seller in connection herewith. (b) The execution and delivery by Seller of this AgreementAgreement and any other document, nor instrument or agreement to be executed and delivered by Seller in connection herewith and the consummation by Seller of the transactions contemplated hereby, hereby and thereby will not (i) conflict with or violate, in the case of any Seller that is not a natural Person, the certificate or articles of incorporation, by-laws and other organizational documents of Seller, (ii) conflict with or violate any constitution, statute, regulation, rule, injunction, Laws applicable to Seller or (iii) violate or conflict in any way with any judgment, order, decree, rulingstipulation, chargeinjunction, charge or other restriction of any government, governmental agency, or court Governmental Authority to which the Seller is subject or any provision of the Certificate of Incorporation or By-laws of Seller or (ii) conflict with, result in breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller is a party or by which Seller is bound or to which Seller or its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementsubject.

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

Noncontravention. Except as set Section 4.1(b) of the Seller's Disclosure Schedule sets forth all material notices to, filings with, and all authorizations, consents, or approvals of Governmental Authorities required to be made or obtained in Schedule 4(d) heretoorder to consummate the transactions contemplated by this Agreement. Neither the execution, delivery or performance of this Agreement by the Seller nor the execution, delivery or performance by each of the Seller Parties of each other agreement or instrument to the Knowledge of Seller, neither the execution and delivery of which it is a party executed in connection with this Agreement or delivered pursuant to this Agreement, nor the consummation of the transactions contemplated herebyhereby or thereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court Law to which Seller any of the Acquired Companies is subject or to which any Subject Asset is subject or any provision of the Certificate Organizational Documents of Incorporation each of the Acquired Companies, (ii) contravene, conflict with or By-laws result in a violation of Seller any of the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel or terminate any material authorization or Permit issued by a Governmental Authority that is held by any Acquired Company or Fox River or that otherwise directly relates to any Subject Asset, or (iiiii) give any Governmental Authority or other Person the right to challenge any of the transactions contemplated under this Agreement or exercise any remedy or obtain any relief under any Law to which any Acquired Company or Fox River is subject or (iv) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, cancel or cancelexercise any material remedy or material loss of rights, or result in the creation of any Encumbrance (other than Permitted Encumbrances), or require any notice or trigger any rights to any material payment or other compensation under any agreement, contract, lease, license, instrument, or other arrangement (w) to which Seller the Acquired Companies is a party or by which Seller it is bound or bound, (x) to the Seller's Knowledge, the loading dock agreement to which Seller Fox River is a party or its assets by which it is subject bound, (y) to which any Subject Asset is subject, or (z) which constitutes part of the Acquired Assets (or result in the imposition of any Security Interest Encumbrance upon any of its assetsthe Subject Assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure for required consents to give notice, transfer and related provisions and any other third party appraisals or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions consents contemplated by in this Agreement. Except as , which are set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwiseSection 4.1(b) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementSeller's Disclosure Schedule.

Noncontravention. Except as set forth described in Schedule 4(d) hereto, to Section 2.4 of the Knowledge of SellerDisclosure Schedule, neither the execution and delivery by the Seller of this AgreementAgreement or the Ancillary Agreements, nor the consummation by the Seller of the transactions contemplated herebyhereby or thereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation or By-laws of the Seller, (b) require on the part of the Seller any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, (iic) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, instrument, contract or other arrangement instrument to which the Seller is a party or by which the Seller is bound or to which Seller or any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets)subject, except where the violation, for (i) any conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, modification or Security Interest cancellation which would not have a material adverse effect on Seller Material Adverse Effect and would not adversely affect the condition (financial or otherwise) consummation of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(dhereby or (ii) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, consent or to obtain any authorization, consent, or approval waiver the absence of which would not have a material adverse effect on Seller Material Adverse Effect and would not adversely affect the condition (financial or otherwise) consummation of Seller or on the ability of the Parties to consummate the transactions contemplated by hereby, (d) result in the imposition of any Security Interest (as defined below) upon any assets of the Seller or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Seller or any of its properties or assets. For purposes of this Agreement: "Security Interest" means any mortgage, pledge, security interest, encumbrance, charge or other lien (whether arising by contract or by operation of law), other than (i) mechanic's, materialmen's, and similar liens, (ii) liens arising under worker's compensation, unemployment insurance, social security, retirement, and similar legislation and (iii) liens on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the Ordinary Course of Business (as defined below) of the Seller and not material to the Seller. "Ordinary Course of Business" means the ordinary course of business of the Seller's business, consistent with past custom and practice (including with respect to frequency and amount).

Noncontravention. Except as set forth in Schedule 4(dsection 4(c) hereto, to of the Knowledge of SellerDisclosure Schedule, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller Target or any of the Assets is subject or any provision of the Certificate charter or bylaws of Incorporation or By-laws of Seller Target or (ii) conflict with, result in a material breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement Contract to which Seller Target is a party or by which Seller it is bound or to which Seller or its assets any of the Assets is subject (or result in the imposition of any Security Interest upon any of its assetsthe Assets), except where where, prior to or simultaneously with the violationClosing, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, such Contract is being terminated or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability consent of the Parties to consummate the transactions contemplated by this Agreementother party thereto will have been obtained. Except as set forth in Schedule 4(d) hereto, Seller Target does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect Material Adverse Effect on the condition (business, financial condition, operations, results of operations, or otherwise) future prospects of Seller the Business, or on the ability of the Parties to consummate the transactions contemplated by this Agreement, and except for the filing contemplated by section 5(b) below. Notwithstanding the foregoing, Target and the Majority Holders make no representation as to the applicability of 41 U.S.C. section 15 (the "Assignment of Contracts Act"), 31 U.S.C. section 3727 (the "Assignment of Claims Act"), or the assignability of any contracts subject to any restrictions under Small Business Administration programs, as to each of which Buyer has made its own independent analysis.

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

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