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 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 of Incorporation the Seller, which will encumber or By-laws of Seller have a material adverese effect on the assets and rights to be transferred hereunder; 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, 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, which will encumber or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on assets and rights to be transferred hereunder; provided, however, that the ability assignment and assumption of the Parties Lease and the Assumed Contracts may require consent of the other party thereto to consummate be effective. Other than with respect to the transactions contemplated by this Agreement. Except as set forth Assignment Application described in Schedule 4(dSection 4(b) hereto, 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 Schedule 4(d) hereto, to To the Knowledge of SellerBuyer and the Transitory Subsidiary's directors or officers, 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 Articles of Incorporation or By-laws Bylaws 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 subject, except for the imposition of any Security Interest upon any of its assets)consent that Buyer must obtain from HSBC Bank Canada approving this Agreement as required by Buyer's loan agreement with HSBC Bank which will be provided to Cyclo as soon as practicable after the Closing Date, and 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 Colorado 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 AgreementAgreement except for the matters described in section 4 (e) in the Disclosure Schedule. However, except where following 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) consummation of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement, various filings will need to be made with the SEC.

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. (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 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 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 Governmental Body to which Seller AAC is subject or any provision of the Certificate certificate of Incorporation incorporation or By-laws bylaws of Seller AAC 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, instrumentContract, or other arrangement to which Seller AAC 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 Agreement. Except as set forth Other than in Schedule 4(d) heretoconnection with the provisions of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, Seller does the Delaware General Corporation Law, the Securities Exchange Act, the Securities Act, and the state securities laws, AAC 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 Governmental Body 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. Neither AAC nor any Affiliate or Subsidiary thereof is a "telecommunications carrier" as defined in Section 3(44) of the Communications Act of 1934, as amended, or a "foreign carrier" or any affiliate thereof as defined in Section 63.18(h) of the rules of the Federal Communications Commission.

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, hereby by SBC will (i) to SBC knowledge, violate any constitutionstatute, statutelaw, regulation, rule, injunction, judgmentjudgement, order, decree, rulingstipulation, injunction, charge, or other restriction of any government, governmental agency, or court of the States of Nevada or of the United States to which Seller is SBC the Acquisition Stock are subject or any provision of the Certificate articles of Incorporation incorporation or By-laws bylaws or similar governing rules or documents of Seller or SBC (ii) conflict with, result in a breach of, constitute a default under, 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 agreementgovernmental rule, law or regulation of an court of the States of Nevada or of the United States or under any contract, lease, sublease, license, instrumentsublicense, franchise, permit, indenture, agreement, or mortgage or instrument of indebtedness or under any other arrangement to which Seller SBC is a party or by which Seller is it or the Acquisition Stock are bound or to which Seller it or its assets any of the Acquisition Stock is subject subject, (or iii) nor result in the imposition of any Security Interest upon lien, encumbrance, claim or security interest in, to or affecting any of the Acquisition Stock. To its assets)knowledge, 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 SBC does not need to give any notice to, to make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency of the States of Nevada or of the United States in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure those that will be obtained or made prior to give notice, Closing or those which would fail 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 SBC to consummate the transactions contemplated by this Agreement.

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 (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 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) 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 (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 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 the Knowledge of SellerDisclosure Schedule, neither the execution and the delivery of this AgreementAgreement nor the Ancillary Agreements, nor the consummation of the transactions contemplated herebyhereby and thereby (including the assignments and assumptions referred to in Section l(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 Seller the Sellers is subject or any provision of the Certificate charter or bylaws of Incorporation or By-laws of Seller the Sellers; or (ii) Materially 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, arrangement to which Seller the Sellers 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 to the giving of required notices and obtaining required consents of contracts identified in Section 2(j) of the Disclosure Schedule. Other than with respect to the Assignment Application described in Section 4(b), except where and the violationpossible need for actions pursuant to the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, 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 Sellers do 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 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 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 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(d) hereto, to To the Knowledge of Sellerany director or officer of the Buyer, neither the execution and the delivery of this Agreementagreement, 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 Buyer is subject or any provision of the Certificate Articles of Incorporation or By-laws Bylaws 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 under any agreement, contract, lease, license, instrument, 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, 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 Agreementagreement. 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 Florida Business Corporation Act, Seller the Securities Exchange Act, the Securities Act and the state securities laws, 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, 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 Agreementagreement.

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 delivery by the Buyer of this Agreement, nor the consummation by the Buyer of the transactions contemplated hereby, including, without limitation, the issuance and delivery of the Buyer Shares, 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 its Governing Documents, (b) require on the Certificate part of Incorporation the Buyer any filing with, or By-laws of Seller 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 the Buyer 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, 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, including, without limitation, the issuance and delivery of the Buyer Shares, (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 Agreementhereby, except where including, without limitation, the failure to give notice, to fileissuance and delivery of the Buyer Shares, or (iii) such filings, applications, notices and approvals as are required to obtain be made or obtained under the listing rules of Nasdaq, the federal securities laws or the securities laws of any authorizationstate, consentincluding under any “blue sky” laws, in connection with the offer, sale and issuance of the Buyer Shares, or approval (d) violate any Law or Order applicable to the Buyer or any of its properties or assets. The Buyer is not aware of any impediment or restriction which would not have a material adverse effect on prevent the condition (financial or otherwise) completion of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementhereunder.

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 Biomune is subject or subject, (ii) violate any provision of the Certificate articles of Incorporation incorporation or By-laws bylaws of Seller Biomune 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 Biomune 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 Biomune'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 Biomune 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 AgreementAgreement or any Transaction Document, nor the consummation of the transactions contemplated herebyhereby or thereby (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 Seller the Seller, the Business or the Acquired Assets is subject or subject, except for such violations that in the aggregate will not cause a Material Adverse Change, (ii) violate any provision of the Certificate articles, bylaws, operating agreement or other constitutional agreements of Incorporation or By-laws of the 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, 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 the Business or its assets is the Acquired Assets are subject (or result in the imposition of any Security Interest upon any of its assetsthereon), except where the violation, such conflict, breach, default, acceleration, or right of acceleration, termination, modification, cancellation, failure to give notice, cancellation or Security Interest would notice requirement will not have 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 AgreementMaterial Adverse Change. Except as set forth in Schedule 4(d) hereto, 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 Agreement, except where Agreement or any Transaction Document (including the failure assignments 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 Neither the execution and the delivery of this Agreement, Agreement nor the consummation of the transactions contemplated hereby, hereby will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, charge or other restriction of any government, governmental agency, or regulatory body or authority or court to which Seller Sub 1 or Sub 2 is subject or any provision of the Certificate of Incorporation or By-laws 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, cancel or require any notice under any agreement, contract, lease, license, instrument, instrument or other arrangement to which Seller Sub 1 or Sub 2 is a party or by which Seller Sub 1 or Sub 2 is bound or to which Seller or its any of their assets is are subject (or result in the imposition of any Security Interest pledge, lien, encumbrance, charge or security interest upon any of its their assets), 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 Material Adverse Effect or (iii) violate or conflict with any provision of the articles of incorporation or bylaws of Sub 1 or Sub 2. Except for any notice which has been provided or will be provided on or before Closing and which is described in Section 4(c) on the condition (financial or otherwise) of Seller or on Disclosure Schedule, the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does Companies do not need to give any notice to, make any filing with, with or obtain any authorization, consent, consent or approval of any government governmental or governmental agency regulatory body or authority or other Person in order for the Parties 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 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, nor the consummation of the transactions contemplated herebyby this Agreement, will (iA) 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 the Seller is subject or any provision of the Certificate of Incorporation its charter or By-laws of Seller bylaws 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 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)subject, 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 To the Knowledge of the Seller, and other than in connection with the provisions of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and those required notices, consents and approvals relating to the Seller as set forth described in the Disclosure Schedule 4(d) hereto(the "Required Consents of 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 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 Sybra 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 for the Knowledge of SellerHSR Clearance, neither the execution and execution, delivery or performance by such Seller of this AgreementAgreement and each Ancillary Agreement to which such Seller is or will be a party, nor the consummation of the transactions contemplated herebyhereby or thereby, will (i) assuming compliance by the Companies with Section 3.03 (Noncontravention) and by Buyer with Section 5.03 (Noncontravention), violate or conflict with any constitutionprovision of any Law, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, order or other restriction of any government, governmental agency, or court Governmental Authority to which such Seller is subject or any provision of the Certificate of Incorporation or By-laws of Seller or (ii) violate, conflict with, result in a breach of, constitute a default under(or an event that, with due notice or lapse of time or both, would become a default) under or result in the acceleration of, or create in any party thereto the right to accelerate, terminate, modify, terminate or cancel, or require any consent or notice under, or result in the creation or imposition of any Lien (other than a Permitted Lien) on any property, asset or right of such Seller under any agreement, contract, lease, license, instrument, or other arrangement Contract to which such Seller is a party or by which Seller is bound or to which Seller or its such Seller’s assets is subject (or result are bound, except, in the imposition of any Security Interest upon any of its assets)each case, except where the violation, conflict, breach, defaultdefault or acceleration would not, accelerationindividually or in the aggregate, termination, modification, cancellation, failure to give notice, materially impair or Security Interest would not materially delay or have a material adverse effect on the condition (financial or otherwise) of Seller or on the such Seller’s ability of the Parties to consummate the transactions contemplated by hereby or otherwise perform its obligations under this Agreement or any Ancillary Agreement. Except as set forth in Schedule 4(d) heretofor the HSR Clearance, the execution and delivery by such Seller does of this Agreement and each Ancillary Agreement to which such Seller is a party do not need to give require 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 AgreementGovernmental Authority, except where for consents or approvals the failure to give notice, to file, or of which to obtain any authorization, consent, or approval would not materially impair or materially delay or otherwise have a material adverse effect on the condition (financial or otherwise) of Seller or on the such Seller’s ability of the Parties to consummate the transactions contemplated by hereby or otherwise perform its obligations under this Agreement or any Ancillary Agreement.

Noncontravention. Except as set forth in Schedule 4(d) heretoof the Disclosure Schedule, except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Exchange Act (including the filing with the SEC of Definitive Proxy Materials relating to the Knowledge Requisite Stockholder Approval), the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇, the laws of Sellerthe State of Delaware, the laws of other states in which the Target is qualified to do or is doing business and state takeover laws, and except for the Requisite Stockholder Approval and the filing with the Secretary of State of the State of Delaware and the Recorder of Deeds of the applicable county in the State of Delaware of the Certificate of Merger following receipt of the Requisite Stockholder Approval, neither the execution and the delivery of this Agreement, 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 the Target and its Subsidiaries is subject or any provision of the Certificate charter or bylaws of Incorporation or By-laws any of Seller the Target 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, contract, lease, license, instrument, or other arrangement to which Seller any of the Target 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 or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except Target and its Subsidiaries taken 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 whole 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 hereby, by this Agreement or the Sellers' Closing Documents by Sellers 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 any of Sellers or the Subsidiaries is subject or any provision of the Certificate charter, certificate of Incorporation incorporation, articles of incorporation, or By-laws articles of Seller conversion as applicable, or bylaws or operating agreement of any of Sellers or the Subsidiaries or (iib) except as set forth on Schedule 4.4, 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 Sellers or the 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), as applicable, except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a Sellers' 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 Agreement. Except as set forth in Schedule 4(d) heretorequired by the HSR Act, Seller does not need none of Sellers or the 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 Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a Sellers' 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 Agreement.

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 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 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) hereto, to the Knowledge of Seller, neither Neither the execution and delivery by Parent or Sub of this AgreementAgreement or the Ancillary Agreements to which they will be a party, nor the consummation by them 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 Byby-laws of Seller Parent or Sub, (iib) require on the part of Parent or Sub any notice to or 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 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 Parent or Sub is a party or by which Seller is they are bound or to which Seller or its any of their 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 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 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 Parent or Sub or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent or Sub 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) heretoThe execution, to the Knowledge of Seller, neither the execution delivery and delivery performance by Seller and PNI of this Agreement, nor and the consummation of the transactions contemplated hereby, does not and 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 Articles of Incorporation or By-laws of Seller or PNI, (ii) subject to obtaining the approvals, authorizations and waivers required to be obtained or the notices or filings required to be given as set forth in Section 4.5 hereof, conflict with, or result in a 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, 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 termination, cancellation, acceleration, redemption or repurchase (whether after the filing of notice or lapse of time or both) of any Security Interest upon right or obligation of Seller, PNI or their Affiliates under any Contract or result in the creation of any Encumbrance upon, any of its assets)the Acquired Assets or (iii) subject to obtaining the governmental consents, except where approvals, authorizations and waivers required to be obtained or the violationnotices or filings required to be given as set forth in Section 4.5 hereof, violate or result in a breach of or constitute a default under any judgment, order, injunction, decree, law, rule, regulation or other restriction of any court or governmental authority to which Seller, PNI, the Business or any of the Acquired Assets are subject, other than in the case of clauses (ii) and (iii) any conflict, breach, default, acceleration, termination, modification, cancellation, failure to give noticeacceleration, loss, violation or Security Interest Encumbrance which, individually or in the aggregate, would not have a material adverse effect on the condition (financial Material Adverse Effect or otherwise) of Seller materially impair or on the delay Seller's or PNI's 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 Agreementperform its obligations hereunder.

Noncontravention. Except as set forth in Schedule 4(d) heretoThe execution, to the Knowledge of Seller, neither the execution delivery and delivery performance of this AgreementAgreement and the Ancillary Agreements by Seller does not, nor and, subject to Seller obtaining the Seller’s Required Consents, the consummation by Seller of the transactions contemplated herebyhereby and thereby will not (a) contravene, will violate or result in any breach of (with or without notice or lapse of time, or both) any provision of (i) violate any constitutionthe Organizational Documents of Seller, 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 withexcept for matters set forth in Section 3.04 of the Seller Disclosure Letter, result in breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, Material Contract or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement Permit to which Seller is a party or by which Seller is bound or to which Seller or its assets is subject (any of the Acquired Assets are bound, or result in the termination or acceleration thereof, or entitle any party to terminate or cancel any such Material Contract or Permit, or entitle any party to accelerate any obligation or indebtedness thereunder, or give any party thereunder any increased, additional, accelerated or guaranteed rights or entitlements, or give any party the right to Consent thereunder, or (iii) any Law or Order to which Seller is subject or by which any Acquired Asset is bound or affected, or (b) result in the imposition or creation of any Security Interest upon Lien upon, or with respect to, any material Acquired Assets; except, in the case of its assetsclauses (a)(ii), except where (a)(iii) or (b), as would not, individually or in the violationaggregate, conflict, breach, default, acceleration, termination, modification, cancellation, failure (1) be material to give notice, the ownership or Security Interest would not have operation of the Facility or (2) reasonably be expected to result in a material adverse effect on the condition (financial Seller’s ability to perform its obligations hereunder or otherwise) of Seller thereunder 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, hereunder 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 Agreementthereunder.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and delivery of this AgreementAgreement nor the Related Agreements, nor the consummation of the transactions contemplated hereby, hereby or thereby will (i) conflict with or result in a breach of the bylaws of Buyer or Gigante Sub, (ii) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, chargematerial law or Decree to which Buyer or Gigante Sub is, or other restriction of any governmenttheir 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, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement material Contract to which Seller Buyer or Gigante Sub is a party or by which Seller it is bound or to which Seller or its assets is subject except (or result A) in the imposition of any Security Interest upon any of its assets), except case in clause (ii) where the such violation, conflict, breach, default, acceleration, right, termination, modificationmedication, cancellation, failure to give notice, cancelation 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 Buyer or Gigante Sub to consummate the transactions contemplated by this AgreementAgreement and the Related Agreements on a timely basis and (B) with respect to clause (iii) neither the Continuing Agreements nor the Non-Continuing Agreements shall be considered “material Contracts” subject to such representation and warranty. Except as set forth in Schedule 4(d) heretoOther than the applicable requirements of the Antitrust Law and the Brand Filings, Seller does Buyer is not need required to give any notice to, make any filing with, or obtain any authorization, consent, consent or approval of any government or governmental agency Governmental Authority in order for the Parties to consummate the transactions contemplated by this Agreement or any Related Agreement, except where the failure to give or make or obtain any such notice, to filefiling, 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 of the Parties Buyer or Gigante Sub to consummate the transactions contemplated by this AgreementAgreement and the Related Agreements on a timely basis.

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 described in Schedule 4(d) hereto, to Section 4.3 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 articles of Incorporation organization or By-laws the operating agreement 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, instrumentnote, mortgage, indenture, deed of trust, 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 . The Company is 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 required 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 parties to consummate the transactions contemplated by this Agreement. Notwithstanding the foregoing, except where Buyer acknowledges receipt from Seller of copies of all the managed care contracts identified in Section 4.14 of the Disclosure Schedule (the “Managed Care Contracts”), has reviewed the Managed Care Contracts and has made its own determination as to the extent to which notice must be given to and/or consent must be obtained from the other contracting parties to the Managed Care Contracts in connection with Buyer’s purchase of the Interests. The parties further acknowledge and agree that Buyer has instructed that Seller give notice of Buyer’s purchase of the Interests to (i) PacifiCare, and (ii) Sierra Health & Life Insurance Company, Inc. and its Affiliates, that Seller has given notice of Buyer’s purchase of the Interests to such parties and that any failure of Seller to give noticeany further notice to and/or obtain the consent of any party to any Managed Care Contract shall not be considered to be a breach of this Agreement. Buyer and Seller further acknowledge that any of the Managed Care Contracts may be terminated for any reason by any party at any time and that any such termination is outside the control of Seller. Accordingly, Buyer and Seller agree that any termination and/or modification of any Managed Care Contract subsequent to filethe Closing Date shall not affect the Purchase Price or the amount of the Post-Closing Payment and shall not be considered to be a breach of this Agreement by Seller, or to obtain a breach of any authorizationrepresentation, consent, warranty or approval would not have a material adverse effect on the condition (financial or otherwise) of covenant made by Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementherein.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and delivery by Purchaser of this Agreement, nor the consummation by Purchaser of any 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 Organizational Documents of Incorporation Purchaser; (b) require on the part of Purchaser any registration, declaration or By-laws filing with, or any permit, order, authorization, consent or approval of, any Governmental Authority, except for (i) to the extent applicable, the filing by Purchaser or its Affiliates of Seller or such reports and information with the SEC under the Exchange Act as may be required in connection with this Agreement and the other transactions contemplated by this Agreement; and (ii) any registration, declaration, filing, permit, order, authorization, consent or approval that if not made or obtained would not reasonably be expected to have a material adverse effect on Purchaser’s ability to execute and deliver this Agreement or consummate the Closing or the other transactions contemplated hereby (a “Purchaser Material Adverse Effect”); (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 Purchaser is a party or by which Seller Purchaser 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, acceleration, termination, modification, cancellation, failure acceleration or right to give terminate or modify that would not reasonably be expected to result in a Purchaser Material Adverse Effect or (ii) any notice, consent or Security Interest waiver the failure of which to make or obtain would not reasonably be expected to result in a Purchaser Material Adverse Effect; (d) violate any Legal Requirement applicable to Purchaser or any of its properties or assets, except for any violation that would not reasonably be expected to have a material adverse effect on the condition Purchaser Material Adverse Effect; or (financial e) render Purchaser insolvent or otherwise) of Seller or on the ability of the Parties unable to consummate the transactions contemplated by this Agreement. Except pay its debts 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 Agreementthey become due.

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, of 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 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 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. (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 Subject to obtaining the approval of the Bankruptcy Court pursuant to the Approval Order, except for any violation, conflict, breach, default, right of termination, modification, cancellation or acceleration, or right to impose additional obligations that arises as a result of the commencement of the Case, and except as set forth in Schedule 4(d) hereto3.5, to the Knowledge of Seller, neither the execution and delivery of this Agreement by the Seller does not, the execution and delivery of each Other Agreement to which the Seller is or will (as contemplated by this Agreement) become a party does not and will not, nor and the performance by the Seller of its obligations hereunder and thereunder and the consummation of the transactions contemplated herebyTransactions will not (in each case, will whether with or without the giving of notice, the lapse of time or both), directly or indirectly: (ia) violate any constitutionviolate, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, conflict with or other restriction result in a breach of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate Organizational Documents of Incorporation the Seller; (b) violate or By-laws of conflict with any Law applicable to the Seller or give any Governmental Entity or other Person the right to challenge any of the Transactions or to exercise any remedy, obtain any relief under or revoke or otherwise modify any rights held under any such Law; (iic) violate, conflict with, result in a breach of, constitute a default under, result in the acceleration ofan event of default under or an event giving rise to (or otherwise give rise to) any right of termination, modification, cancellation or acceleration, create in any party Person the right to accelerate, terminate, modify, impose (or cancelotherwise result in the imposition of) any additional obligations on or the loss of any rights or benefits of the Seller, or require any notice under or consent under, any agreement, contract, lease, license, instrument, or other arrangement Contract (i) to which the Seller is a party party, (ii) of which the Seller is a beneficiary or (iii) by which the Seller is bound or to which Seller any Purchased Asset is subject; or its assets is subject (or d) result in the imposition creation of any Security Interest Lien binding upon the Seller or 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 AgreementPurchased Asset.

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, will (iA) 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 the Seller is subject or any provision of the Certificate of Incorporation its charter or By-laws of Seller bylaws 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 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)subject, 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 To the Knowledge of the Seller, and other than in connection with the provisions of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and those required notices, consents and approvals relating to the Seller as set forth described in the Disclosure Schedule 4(d) hereto(the "Required Consents of 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 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 Sybra or on the ability of the Parties to consummate the transactions contemplated by this Agreement.

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 for (i) the violationconsent required under the Underwriting Agreement, dated as of July 13, 2000, among the Buyer, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Securities Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇▇ Incorporated, FleetBoston ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Inc. and DLJdirect Inc., as representatives of the several Underwriters defined therein and listed in Schedule I therein, (ii) 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 (iii) 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(a) hereto, to the Knowledge of Seller, neither the The execution and delivery by the Purchaser of this AgreementAgreement and the Ancillary Documents to which it is a party do not, nor and the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated herebyhereby and thereby will not, 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 the provisions of the Certificate articles of Incorporation incorporation or Byby-laws of Seller or the Purchaser, (ii) 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 any obligation under, create in any party the right to accelerate, accelerate any obligation or terminate, modify, modify or cancel, or require notice, consent or waiver under, any notice under any agreementmaterial Contract, contract, lease, license, instrument, Permit or other arrangement security interest to which Seller the Purchaser is a party or by which Seller the Purchaser is bound bound, (iii) cause the Purchaser to be subject to or become liable for payment of any Tax, (iv) violate any material Order or Law applicable to the Purchaser, or (v) result in any of the Purchaser’s stockholders having the right to exercise dissenter’s rights of appraisal. (b) No material Permit, consent, authorization or approval of, or filing with, any Governmental Authority is required by the Purchaser in connection with the execution and delivery by the Purchaser of this Agreement and the Ancillary Documents to which Seller or its assets it is subject (or result in a party, the imposition of any Security Interest upon any performance by the Purchaser of its assets), except where obligations hereunder and thereunder or 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) 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(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 and thereby.

Noncontravention. Except as set forth in Schedule 4(d) heretoThe execution, to the Knowledge of Seller, neither the execution delivery and delivery performance by Buyer and Merger Sub of this Agreement, nor Agreement and the Transaction Documents to which it is a party and the consummation of the transactions contemplated herebyhereby or thereby will not: (a) except with respect to federal Laws related to cannabis, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction conflict with or result in a breach of any government, governmental agency, or court to which Seller is subject or default under any provision of the Certificate of Incorporation or By-laws of Seller or any Laws; (iib) conflict with, result in breach of, constitute a default under the Charter Documents of Buyer or Merger Sub; (c) constitute a default or an event which would permit any party to terminate, or accelerate the maturity of any indebtedness or other obligation under, result in the acceleration ofany material Contract, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contractindenture, leasemortgage, licensenote, instrumentbond, license or other arrangement instrument to which Seller Buyer or Merger Sub is a party or by which Seller is Buyer or Merger Sub, or Buyer’s or Merger Sub’s properties, are bound or to which Seller subject; or its assets is subject (or result in d) except for 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 filing of the Parties Certificate of Merger as contemplated by this Agreement, the Requisite Approval, such authorizations and filings as may be required under the HSR Act and other antitrust laws applicable to consummate the transactions contemplated by this Agreement. Except Agreement and such authorizations, exemptions, filings and other actions as set forth in Schedule 4(d) heretomay be required under applicable securities laws, Seller does not need to give require any notice to, make any filing with, or obtain any material authorization, consent, order, approval, filing, registration, exemption or approval of other action by, or notice to, any government Governmental Authority or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreementother Person, except where in the failure case of clauses (a), (b) or (c), other than such violations, conflicts, breaches, defaults or rights to give notice, to file, terminate or to obtain any authorization, consent, accelerate that individually or approval in the aggregate 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 AgreementBuyer 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 hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agencyGovernmental Entity, or court to which Seller either the Buyer or the Transitory Subsidiary is subject subject, (ii) violate or conflict with any provision of the Certificate charter or bylaws of Incorporation either the Buyer or By-laws of Seller the Transitory Subsidiary or (iiiii) 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, bond, note mortgage indenture, franchise or other arrangement (with or without any notice or lapse of time) 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 lien, claim or encumbrance upon any of its assets), except in the case of clauses (i) and (iii) above only, where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest lien, claim or encumbrance would not have a material adverse effect on have, or reasonably be expected to result in any changes in or effects that in the condition aggregate together with all other changes and effects (financial x) will prevent the Buyer or otherwise) of Seller the Transitory Subsidiary from consummating the transactions contemplated hereby or on materially delay the Buyer's ability of the Parties to consummate the transactions contemplated by this Agreementhereby or (y) materially impair the Buyer's ability to perform its obligations under Sections 2(c)(iv) or 2(e) (such changes and effects described in clauses (x) and (y), a "Buyer Material Adverse Effect"). 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 Hart-Scott-Rodino Act, Seller does not need the Virginia Corporation Law, the Securit▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇t, the Securities Act, and any applicable 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 AgreementBuyer Material Adverse Effect.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and delivery of this AgreementAgreement by Seller nor the consummation by Seller of the transactions contemplated hereby will (i) conflict with or result in a breach of any provision of the articles or certificate of incorporation or bylaws of the Company; (ii) violate, nor conflict with or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate or cause a default under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Seller under any agreement, indenture, instrument, order, judgment or decree binding on Seller or on his properties or assets, except for such violations, conflicts, breaches, defaults, terminations, accelerations, liens, security interests, charges or encumbrances that would not separately or in the aggregate have a Material Adverse Effect on Seller; (iii) violate any statute, rule, regulation, ordinance or other law or any judgment, order, decree, stipulation, injunction or charge of any court, administrative agency or commission or other governmental authority or instrumentality by which Seller is bound, except for such violations that would not separately or in the aggregate have a Material Adverse Effect on Seller; or (iv) require any consent, approval, declaration, order or authorization of, or registration or filing with, any third party, court or governmental body or other agency, instrumentality or authority by or with respect to Seller in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, will (i) violate other than the filing of a premerger notification report by Seller under the HSR Act, except if the failure to obtain any constitutionsuch consent, statuteapproval, regulationdeclaration, rule, injunction, judgment, order, decree, ruling, charge, order 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 authorization or to which Seller make any such registration 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 filing 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 AgreementSeller.

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 (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 Seller of this AgreementAgreement and the Transaction Documents, nor the consummation of the transactions contemplated hereby, by this Agreement and the Transaction Documents and the compliance and performance by Seller with the provisions of this Agreement and the Transaction Documents do not and will (i) violate not require any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, chargeconsent or other action by, or other restriction delivery of notice to, any governmentPerson under, 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 any violation or breach of, constitute or default (with or without notice or lapse of time or both) under, result in, termination, cancellation or acceleration of any obligation or a default loss of a material benefit under, result in the acceleration ofcreation of any Lien in or upon the Shares or any of the properties or assets of the Company, create in any party the right to accelerate, terminate, modifyof its Subsidiaries or Seller under, or cancelgive rise to any increased, additional, accelerated or require guaranteed rights or entitlements under, any notice under provision of: (i) the Constitutive Documents or Seller’s constitutive documents, as applicable; (ii) any agreement, contract, lease, license, instrument, Indebtedness or other arrangement Contract to which the Company, any of its Subsidiaries or Seller is a party or bound by which Seller is bound or to which Seller or its properties or assets is are bound by or subject (to, or result in otherwise under which the imposition of any Security Interest upon Company, any of its Subsidiaries or Seller has rights or benefits other than the Indebtedness (if any) that will be paid at Closing; or (iii) any Law applicable to the Company, any of its Subsidiaries or Seller, or any of their respective properties or assets. (b) Other than any required filings to be made by Parent with the Securities and Exchange Commission (the “SEC”), except where no filing was, and no consent, approval, order or authorization of, registration, declaration or notice to, any Governmental Entity is, required by or with respect to the violationCompany, conflictany of its Subsidiaries or Seller in connection with the execution and delivery by Seller of this Agreement and the Transaction Documents, 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) consummation by Seller of Seller or on the ability of the Parties to consummate the transactions contemplated hereby and thereby or the compliance by Seller with the provisions of 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 Agreement and 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 AgreementTransaction Documents.

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, (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 the Target and its Subsidiaries is subject or any provision of the Certificate charter or bylaws of Incorporation or By-laws any of Seller the Target 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, contract, lease, license, instrument, or other arrangement to which Seller any of the Target 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 ) or (iii) cause Buyer or Target or its Subsidiaries to give noticebecome subject to, or Security Interest would not have a material adverse effect on to become liable for the condition payment of, any tax, or (financial or otherwiseiv) of Seller or on the ability cause any of the Parties assets owned by Target or its Subsidiaries 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) heretoColorado Business Corporation Act, Seller does not need the Delaware General Corporation Law, the Securities Exchange Act, the Securities Act, and the state securities laws, none of the Target 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 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 neither Target nor its Subsidiaries will 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. (a) 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 or any agreement or document executed by Sellers pursuant hereto, nor the consummation by Sellers of the transactions contemplated herebyhereby or thereby, nor compliance by Sellers with any of the provisions hereof or thereof, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, conflict with or other restriction result in a breach of any government, governmental agency, or court to which Seller is subject or any provision provisions of the Certificate Organizational Documents of Incorporation or By-laws of Seller or any Acquired Companies, (ii) conflict withexcept as set forth on Schedule 4.4(a), constitute or result 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 give rise to any right of termination, cancellation or acceleration with respect to, or give rise to any obligation of any Acquired Companies to make any payments under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the acceleration of, create in creation or imposition of a Lien upon any party the right property or assets of any Acquired Companies pursuant to accelerate, terminate, modify, any Material Contract or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement Permit to which Seller any Acquired Companies is a party or by which Seller is bound any Acquired Companies or to which Seller or its assets is subject (or result in the imposition of any Security Interest upon any of its assetsproperties or assets may be subject, or (iii) subject to receipt of the requisite approvals referred to on Schedule 4.4(b), except where violate in any material respect any Order or Law applicable to the violationAcquired Companies or any of their respective properties or assets. (b) Other than as set forth on Schedule 4.4(b), conflictno consent or Permit is required to be obtained by the Acquired Companies or any Seller in connection with (i) the execution and delivery of this Agreement and the other agreements and documents to be entered into as contemplated herein, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on (ii) the condition (financial or otherwise) of Seller or on the ability compliance by Sellers with any of the Parties to consummate provisions hereof or thereof or the 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 withhereby or thereby, or obtain any authorization(iii) the continuing validity and effectiveness, consentimmediately following the Closing, or approval of any government Permit 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 Material Contract of the Parties to consummate the transactions contemplated by this AgreementAcquired Companies.

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 Schedule 4(d(a) hereto, to the Knowledge of Seller, neither Neither the execution and delivery of this Agreement, nor the performance by the Company of its 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 Company or any of its Subsidiaries, (ii) conflict withassuming compliance with the filing and notice requirements set forth in Sections 4.5(b)(i) through (iv), violate any Law or Order applicable to the Company or any of its Subsidiaries or (iii) except as set forth in Section 4.5(a) of the Disclosure Schedule, 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 Company or any Subsidiary of the Company pursuant to, any Material Contract or Permit to which Seller the Company or any Subsidiary of the Company is a party or by which Seller any asset of the Company or any Subsidiary of the Company 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 such violation would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) The execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company will not, require any of its assets)Order or Permit of, or filing with or notification to, any Governmental Entity, except where for (i) such filings under state securities Laws or blue sky Laws, the violationSecurities Act and the Exchange Act as may be required in connection with this Agreement, 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 Merger and the ability of the Parties to consummate the other transactions contemplated by this Agreement. Except 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 and by relevant authorities of other states in which the Company is qualified to do business (including the Certificate of Merger), (v) the filings set forth in Section 4.5(b) of the Disclosure Schedule 4(dand (vi) heretosuch other Orders, Seller does Permits, filings and notifications which, if not need to give any notice toobtained or made, 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 reasonably be expected to have, individually or in the aggregate, a material adverse effect on Material Adverse Effect or prevent or materially delay the condition (financial or otherwise) of Seller or on the ability consummation of the Parties to consummate Merger or the other transactions contemplated by this Agreement.

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 SellerCalifornia Corporations Code and the Delaware General Corporation Law, neither the execution and delivery by the Buyer or the Acquisition Subsidiary of this AgreementAgreement or the Transaction Documentation , nor the consummation by the Buyer or the Acquisition 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 or By-laws Bylaws of Seller the Buyer or the Acquisition Subsidiary, (iib) require on the part of the Buyer or the Acquisition 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 Acquisition 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 Acquisition 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 To the Knowledge of Sellerthe Specified Employees, neither the execution and the delivery of this 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 to which Seller any Company is subject or any provision of the Certificate bylaws of Incorporation or By-laws of Seller any Company or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration or termination 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 any 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 noticenotice or consent, or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller Business 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 Specified Employees, Seller does not need no Company needs to give any notice to, make any filing with, or and 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 (i) under any applicable European or national merger regulations and (ii) 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 Business taken as a whole or on the ability of the Parties to consummate the transactions contemplated by this Agreementherein.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither the The execution and delivery by such ---------------- Seller of this Agreement and each instrument of transfer and other document to be delivered by such Seller pursuant to this Agreement, nor the performance by such Seller of its obligations to be performed hereunder and the consummation of the transactions contemplated herebyhereby and thereby will not, will (iA) violate any constitutioncontravene or conflict with the certificate of incorporation, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, by-laws or other restriction organizational documents of any government, governmental agency, such Seller or court to which Seller is subject its Subsidiaries; (B) contravene or conflict with or constitute a violation of any provision of any Law or License (subject to compliance with the Certificate of Incorporation or By-laws of HSR Act and the rules and regulations promulgated thereunder) to which such Seller or any of its properties or assets is subject; or (iiC) except as set forth on Schedule 6.6, conflict with, result in a breach ------------ of, constitute a default under, result in the acceleration of, cause such Seller to make an offer to purchase under, 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, contractany of the Transferred Assets or any Contract, leaseLease, license, instrument, Lien or other arrangement to which such Seller is a party or by which Seller it is bound or to which Seller or its assets any of the Transferred Assets is subject (or result in the creation or imposition of any Security Interest upon Liens (other than Permitted Liens) on any of its assets)the Transferred Assets, except where the violationother than any loss of benefit, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, Lien or Security Interest any other such event which would not have a material adverse effect on the condition (financial Material Adverse Effect or otherwise) of Seller or on adversely affect the ability of the Parties such Seller to consummate the transactions contemplated hereby or by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need any instrument of transfer or other document 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 be delivered by them pursuant 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 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(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, Subject to the Knowledge filing of Sellerthe Certificate of Merger as required by the Delaware General Corporation Law and the filing of the Articles of Merger as required by the Georgia Limited Liability Company Act, as amended, neither the execution and delivery by the Buyer or the Merger Subsidiary of this Agreement or (in the case of the Buyer) the Escrow Agreement, nor the consummation by the Buyer or the Merger 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 Merger Subsidiary, (iib) require on the part of the Buyer or the Merger 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 Merger 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 Merger 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. (a) Except as for Permits or Filings set forth in Schedule 4(dSection 5.3(b) heretoof this Agreement, neither the execution, delivery and performance of this Agreement, or any Related Agreement to which the Buyer is a party, by the Buyer, nor the consummation of the Transactions, will, with or without the giving of notice or the lapse of time or both, (i) violate any provision of the Organizational Documents of the Buyer, (ii) violate any Law or Order applicable to the Knowledge Buyer or (iii) violate any Contract to which the Buyer is a party, require any consent or other action by any Person under, constitute a default or an event that, with or without notice or lapse of Sellertime or both, neither would constitute a default under, or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Buyer or to a loss of any benefit to which the Buyer is entitled under any provision of any Contract to which the Buyer is a party, except in the case of clauses (i), (ii) and (iii) to the extent that any such violation has not had, and would not reasonably be expected to have, a material adverse effect on the Buyer’s ability to perform its obligations hereunder. (b) No Permit of, or Filing with, any Governmental Entity is required in connection with the execution and delivery of this AgreementAgreement by the Buyer, nor the performance by the Buyer of its obligations hereunder and the consummation by the Buyer of the transactions contemplated hereby, will Transactions other than (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 Permits and Filings set forth on Section 5.3(b) of the Certificate of Incorporation or By-laws of Seller or Disclosure Schedule, (ii) conflict with, result in breach of, constitute a default under, result in Permits and Filings which have been obtained or made prior to the acceleration of, create in any party date hereof and (iii) Permits and Filings the right failure of which to accelerate, terminate, modify, obtain 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 make would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of Seller or on the Buyer’s 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 Agreementperform its obligations hereunder.

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 disclosed in Schedule 4(d§ 3(f) hereto, to of the Knowledge of SellerAcquiror Disclosure Letter, 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, decree or other restriction of any government, governmental agency, agency or court of competent jurisdiction (a "Government Entity") to which Seller Acquiror or any of its Subsidiaries is subject or any provision of the Certificate articles of Incorporation incorporation or Byby-laws of Seller Acquiror or any of 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, cancel or require any notice under any agreement, contract, lease, license, instrument, instrument or other arrangement to which Seller Acquiror or any of 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 subject, except in the imposition case of any Security Interest upon any of its assets), except clause (ii) where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, or failure to give notice, or Security Interest notice would not reasonably be expected to have a material adverse effect on the condition (financial an Acquiror Material Adverse Effect or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except except as set forth in Schedule 4(d§ 3(f) heretoof the Acquiror Disclosure Letter. Other than as required under the provisions of the H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, Seller does not need Nasdaq, the Securities Exchange Act, the Securities Act and state securities laws, neither Acquiror nor any of its Subsidiaries 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 Government Entity in order for the Parties parties 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 reasonably be expected to have a material adverse effect on the condition (financial an Acquiror Material Adverse Effect or otherwiseexcept as set forth in § 3(f) of Seller the Acquiror Disclosure Letter. "Required Acquiror Consents" means any authorization, consent or on the ability approval of a Government Entity or other third party required to be obtained pursuant to any state securities laws or so that a matter set forth in § 3(f) of the Parties Acquiror Disclosure Letter would not be reasonably expected to consummate the transactions contemplated by have an Acquiror Material Adverse Effect for purposes of this Agreement§ 3(f).

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 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 and the filing of the Articles of Merger as set forth in Schedule 4(d) hereto, to required by Section 1105 of the Knowledge Florida Business Corporations Act and a Certificate of SellerMerger as required by Section 252 of the Delaware General Corporation Law, neither the execution and delivery by the Buyer or the Merger Sub of this Agreement, Agreement nor the consummation by the Buyer or the Merger 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 charter or By-laws of Seller the Buyer or the Merger Sub, (iib) require on the part of the Buyer or the 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 the 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 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 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(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 Subject to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and except as set forth in Schedule 4(d) hereto, to Section 2.4 of the Knowledge of SellerDisclosure Schedule, neither the execution execution, delivery and delivery performance by the Company of this AgreementAgreement or the Ancillary Agreements to which it is a party, nor the consummation by the Company of the transactions contemplated herebyhereby or thereby, do or will (ia) contravene, 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 Byby-laws of Seller the Company or the Subsidiary or any resolution adopted by the board of directors or shareholders of the Company or the Subsidiary, (iib) require on the part of the Company or the Subsidiary any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity or any other Person, (c) contravene, 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 or the Subsidiary is a party or by which Seller the Company or the Subsidiary 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)assets are subject, except where the violation, for (i) any conflict, breach, default, acceleration, termination, modificationmodification or cancellation which, cancellationindividually or in the aggregate, failure to give notice, or Security Interest would not have a material adverse effect on 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 fileconsent or waiver the absence of which, individually or to obtain any authorizationin the aggregate, consent, or approval would not have a material adverse effect on 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 Agreementhereby, (d) result in the imposition of any Lien (other than Permitted Liens) upon or give any Person any interest or right (including any right of termination or cancellation) in or with any assets, properties or contracts of the Company, or (e) contravene, conflict with or violate any order, writ, injunction, decree, statute, rule, regulation or Law or other restriction of any Governmental Entity applicable to the Company or the Subsidiary or any of its properties or assets.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to Section 3.4 of the Knowledge of SellerDisclosure Schedule, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated herebySubject Transactions, 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 any of the Company and the Subsidiaries, API or the Seller is subject or any provision of the Certificate charter or bylaws of Incorporation any of the Company and the Subsidiaries, API or By-laws of Seller or the Seller, (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 any of the Company and the 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, failure to give notice, or Security Interest notice would not have a material adverse effect on the business or financial condition (financial or otherwise) of Seller the Company and the Subsidiaries taken as a whole or on the ability of the Parties parties to consummate the transactions contemplated by this AgreementAgreement or (c) result in the creation of a Security Interest in the assets of the Company or the Subsidiaries. Except for the HSR Act and any similar foreign law and as set forth in Schedule 4(d) heretoSection 3.4 of the Disclosure Schedule, Seller does not need none of the Company or the 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 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 and the Subsidiaries taken as a whole or on the ability of the Parties parties to consummate the transactions contemplated by this Agreement.

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 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 assets or (e) result in the condition (financial imposition of any Security Interest upon and assets of Buyer or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementTransitory Subsidiary.

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 To the Knowledge of SellerBuyer, neither the execution and the delivery of this Agreement, 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 Law to which Seller the Buyer is subject or any provision of the Certificate of Incorporation or By-laws of Seller subject, 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, instrument or other arrangement arraignment to which Seller either the Buyer is a party or by which Seller it is or will be bound or to which Seller or any of its assets is are or will be 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 Material Adverse Effect. Neither the condition (financial or otherwise) execution and delivery of Seller or on this Agreement, nor the ability consummation of the Parties to consummate the transactions contemplated by this Agreementhereby, will violate any provision of the charter or bylaws of the Buyer. Except as set forth To the Knowledge of Buyer, and other than in Schedule 4(dconnection with (i) heretothe provisions of the HSR Act, Seller does the Securities Act, the Securities Exchange Act and the applicable state securities law, (ii) the necessary notices to and consents and approvals, if any, of the FCC, and (iii) the necessary notices to and consents and approvals, if any, of state public utility commissions or similar state regulatory bodies pursuant to applicable state laws regulating the telephone, or other telecommunications business, the Buyer is not need required to give any notice to, make any filing with, file with or obtain any authorization, consent, consent or approval of any government or governmental agency Governmental Entity in order for the Parties Buyer to consummate the transactions contemplated by perform its obligations under this Agreement, except where the failure to give notice, such noticed to file, file or to obtain any such authorization, consent, 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 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) heretoSubject to compliance with the applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, to the Knowledge of Sellerand applicable foreign antitrust or trade regulation laws, neither the execution and delivery by any Seller of this AgreementAgreement or the Ancillary Agreements to which such Seller will be a party, nor the consummation by any Seller of the Acquisition or the other 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 such Seller; (b) require on the part of any Seller any filing with, or By-laws of Seller any 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 Business Material Adverse Effect; (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, terminate or 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 Lien to which any Seller is a party or by which any 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)respective assets is subject, except where the violation, for (i) any conflict, breach, default, acceleration, termination, modification, cancellation, failure acceleration or right to give terminate or modify that would not reasonably be expected to result in a Business Material Adverse Effect or (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 the condition Business Material Adverse Effect; or (financial d) violate any order, writ, injunction or otherwise) of decree specifically naming, or statute, rule or regulation applicable to, 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, or obtain any authorization, consent, their respective properties 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 AgreementBusiness Material Adverse Effect.

Noncontravention. Except Subject to the Required Stockholder Approval, and except as set forth in Schedule 4(dSection 2.5(a) heretoof the Company Disclosure Schedule, to the Knowledge of Seller, neither the execution and delivery of this AgreementAgreement by the Company does not constitute, nor and the consummation by the Company of the transactions contemplated herebyhereby will not result in, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, chargea termination, or other restriction of any government, governmental agencybreach or violation by the Company of, or court give rise to which Seller is subject a party’s right to accelerate, modify, cancel, or terminate, or a default by the Company under (with or without notice or lapse of time, or both), or require any consent under, (a) any provision of the Certificate Company Charter or Amended and Restated Bylaws 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, Company or other arrangement organizational document of the Company, as amended to which Seller is a party date, (b) any Material Contract, Lease, Owned Intellectual Property or by which Seller is bound Third Party Intellectual Property, (c) any Legal Requirement applicable to the Company or to which Seller or its assets is subject (or result in the imposition of any Security Interest upon 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 (d) any Permit affecting the properties, assets or business of the Company. Section 2.5(b) of the Company Disclosure Schedule sets forth all approvals, consents and waivers in respect of items contained on Section 2.5(a) of the Company Disclosure Schedule, the absence of which could result in a Company Material Adverse Effect or a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) heretoNo consent, Seller does not need to give any notice toapproval, make any order or authorization of, or registration, declaration or filing with, any court, administrative agency or obtain any authorizationcommission or other governmental authority or instrumentality, consentwhether inside or outside the United States (each, a “Governmental Authority”) is required to be obtained or approval of any government made by the Company at or governmental agency prior to the Closing Date in order for the Parties Company to execute and deliver this Agreement or to consummate the Closing or the other transactions contemplated by this Agreementhereby, except where (i) the failure to give noticenotification requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, to fileas amended (the “HSR Act”), or filings or notifications related to obtain any authorizationother Antitrust Laws, consentif applicable, or approval would not have a material adverse effect on and (ii) the condition (financial or otherwise) of Seller or on the ability filing of the Parties to consummate Certificate of Merger with the Secretary of State of the State of Delaware. The execution and delivery of this Agreement by the Company does not constitute, and the consummation by the Company of the transactions contemplated by this Agreementhereby will not result in, the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of the Company.

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 the Knowledge of Seller, neither the The execution and delivery of this Agreementthe Operative Documents by each of the Sellers 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 any of the Sellers or the Parent, (iib) conflict withwill not violate any statute, rule, regulation, order or decree of any Governmental Body by which any of the Sellers, 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 Sellers 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 any of the Sellers or the Parent is a party party, or by which Seller is bound any of the Sellers 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, in the imposition of any Security Interest upon aggregate, (i) would not prevent any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, Sellers or Security Interest would not have a material adverse effect on the condition (financial Parent from performing their respective obligations under the Operative Documents or otherwise) the consummation of Seller or on the ability of the Parties to consummate the transactions contemplated thereby, and (ii) would not adversely affect the Buyer's post-Closing ownership, operation and maintenance of the Acquired Assets and conduct of the Business as conducted by this Agreementthe Sellers immediately prior to the Closing. Except for filings required under the HSR Act and as set forth in Schedule 4(d) heretoSection 3.3 of the Disclosure Schedule, Seller does not need none of the Sellers or the Parent is, and none of them will be, required to give any notice to, to make any filing or registration with, or obtain any authorizationConsent from, consentany 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 approval the consummation or performance of any government the transactions contemplated thereby or governmental agency 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 Sellers or the transactions contemplated by this AgreementBusiness.

Noncontravention. Except as set forth in Schedule 4(d) heretoNeither the execution, to delivery and performance by the Knowledge of Seller, neither the execution and delivery Seller of this Agreement, Agreement or the Ancillary Agreements nor the consummation of the transactions contemplated herebyContemplated Transactions will: (a) violate any Legal Requirement applicable to the Seller Group; (b) result in a breach or violation of, will or default under, right to accelerate payment under or obligation to make any payment pursuant to or loss of material rights under, or modify or terminate (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 Acquired Asset or (ii) conflict with, result in any other Contractual Obligation of the Seller Group the breach or violation of, constitute a default under, right to accelerate payment under, obligation to make any payment pursuant to, loss of material rights under, or modification or termination of which would reasonably be expected to have a Material Adverse Effect; (c) contravene, conflict with or result in any limitation on the right, title or interest of the Seller or of any member of the Acquired Group in or to any Registered Intellectual Property; (d) require any action by (including any authorization, consent or approval) or in respect of (including notice to), any Person under any Contractual Obligation of the Seller Group; (e) result in the acceleration creation or imposition of a Lien upon, or the forfeiture of, create any (i) Acquired Asset or (ii) other asset upon which the creation or imposition of a Lien would reasonably be expected to have a Material Adverse Effect; (f) result in any party the right to accelerate, terminate, modifya breach or violation of, or canceldefault under, 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) Organizational Documents of Seller or of any member of the Acquired Group; or (g) cause any member of the Acquired Group to lose the benefit of any right or privilege it presently enjoys or cause any Person who normally does business with such member not to continue to do so on the ability same basis or is likely to cause any officer or senior employee to leave and, so far as the Seller is aware, the attitude or actions of customers, collaborators, suppliers, employees, and other Persons with regard to the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does Acquired Group will 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 Agreementbe prejudicially affected thereby.

Noncontravention. Except as set forth otherwise shown in Schedule 4(d) heretoSection 3.3 of the Seller's Disclosure Schedule, to the Knowledge of the Seller, 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 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, contract, lease, license, instrument, or other arrangement to which any of the Seller 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 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 the Seller, 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 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 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.

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 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. Except as set forth in Schedule 4(d) hereto, Subject to compliance with the applicable requirements of the Plan and to the Knowledge receipt of Sellerany necessary approval of the Bankruptcy Court, neither the execution and delivery by Empire of this AgreementAgreement or the Ancillary Agreements to which Empire will be a party, nor the consummation by Empire 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 Byby-laws of Seller Empire, (b) except as set forth in Section 2.3(b) to the Disclosure Schedule, require on the part of Empire 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 Seller Empire is a party or by which Seller Empire 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 Business 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 Business 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 Empire or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Empire 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) The execution and delivery by Buyer and Merger Sub of this Agreement, the consummation of the Merger and the other transactions contemplated hereby and the compliance by Buyer and Merger Sub with the provisions of this Agreement do not and 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, 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 Buyer or Merger Sub under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (i) the Constitutive Documents of Buyer or Merger Sub, (ii) any Contract to which Buyer or Merger Sub is a party or bound by or their respective properties or assets are bound by or subject to or otherwise under which Buyer or Merger Sub has rights or benefits or (iii) subject to the governmental filings and other matters referred to in Section 3.4(b), any Law or Judgment, in each case, applicable to Buyer or Merger Sub or their respective properties or assets, except, in the case of clauses (ii) and (iii), for such matters as set forth would not reasonably be expected, individually or in Schedule 4(d) heretothe aggregate, to the Knowledge of Sellerresult in a Material Adverse Change. (b) No consent, neither approval, order or authorization of, registration, declaration or filing with, or notice to, any Governmental Entity is required by or with respect to Buyer or Merger Sub in connection with the execution and delivery by Buyer and Merger Sub of this Agreement, nor the consummation by Buyer and Merger Sub of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or Merger and the 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, Agreement or obtain any authorization, consent, or approval the compliance by Buyer and Merger Sub with the provisions of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where for (i) the filing of the Delaware Certificate of Merger with the Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business and (ii) such other 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 each of Buyer and Merger Sub to perform its obligations under this Agreement, or prevent or materially impede or delay the Parties to consummate consummation of the Merger or any of the other transactions contemplated by hereby or cause a Material Adverse Change. (c) All of the Buyer Shares to be issued in accordance with this Agreement, when so issued, will be duly authorized, validly issued, fully paid, nonassessable and free of all preemptive rights.

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, will (ia) violate any constitutionvalid constitutional provision, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller Amalgamated is subject or any provision of the Certificate of Incorporation its charter or By-laws of Seller bylaws; or (iib) except for the terms of the Amalgamated Credit Agreements, and the Valhi Credit Agreement, 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 material agreement, contract, lease, license, instrument, or other arrangement to which Seller Amalgamated is a party or by which Seller it is bound or to which Seller or any of its material assets is subject (or result in the imposition of any Security Interest upon any of its assets), ; except for 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 Amalgamated 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 Amalgamated 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 Amalgamated or on the ability of the Parties to consummate the transactions contemplated by this Agreement.