Common use of Authority; Conflicts Clause in Contracts

Authority; Conflicts. (a) Except as set forth on Schedule 3.2(a), Seller has the requisite corporate power and authority and has taken all corporate action necessary to execute and deliver this Agreement and the Seller Ancillary Agreements, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement, the Seller Ancillary Agreements and all other instruments and agreements to be executed and delivered by Seller as contemplated hereby and thereby, and the consummation by Seller of the transactions contemplated hereby and thereby, have been duly authorized and approved by the board of directors of Seller. No other corporate action on the part of Seller is necessary to authorize the execution, delivery and performance of this Agreement or the Seller Ancillary Agreements by Seller and the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Seller and (assuming the valid authorization, execution and delivery by Purchaser) constitutes a valid and binding obligation of Seller enforceable against Seller in accordance with its terms, and the Seller Ancillary Agreements and all other instruments and agreements to be executed and delivered by Seller as contemplated hereby, upon execution and delivery by Seller (assuming the valid authorization, execution and delivery by the other parties thereto) will constitute valid and binding obligations of Seller enforceable against Seller in accordance with their terms, in each case except to the extent that their enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles. (b) The execution and delivery of this Agreement, the Seller Ancillary Agreements and such other instruments and agreements do not (or will not, as applicable), and the consummation of the transactions contemplated hereby and thereby will not, (i) conflict with any of the provisions of the certificate of incorporation or by-laws or other equivalent charter documents of Seller or the Company, (ii) subject to the receipt of the Consents referred to in Section 3.6, materially conflict with, result in a material breach of or material default under (with or without notice or lapse of time, or both) or give rise to a right of termination, cancellation or acceleration of any material obligation or to loss of a material benefit under, any Material Contract to which the Company is a party or by which the Company or any of its assets is bound or subject or any material Contract to which Seller is a party of by which Seller or any of its assets is bound or subject, (iii) subject to the receipt of the Consents referred to in Section 3.6, materially contravene any Law or Court Order currently in effect or (iv) result in the creation or imposition of any Encumbrance on any of the Shares (other than those created by Purchaser or arising out of the acquisition or ownership of the Shares by Purchaser) or any properties or assets of the Company, except in the case of such assets or properties of the Company for Permitted Encumbrances.

Authority; Conflicts. (a) Except as set forth on Schedule 3.2(a), Seller Purchaser has the requisite corporate power and authority and has taken all corporate action necessary to execute and deliver this Agreement and the Seller Purchaser Ancillary Agreements, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement, the Seller Purchaser Ancillary Agreements and all other instruments and agreements to be executed and delivered by Seller Purchaser as contemplated hereby and thereby, and the consummation by Seller Purchaser of the transactions contemplated hereby and thereby, have been duly authorized and approved by the board of directors of SellerPurchaser. No other corporate action on the part of Seller Purchaser is necessary to authorize the execution, delivery and performance of this Agreement or the Seller Purchaser Ancillary Agreements by Seller Purchaser and the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Seller Purchaser and (assuming the valid authorization, execution and delivery by PurchaserSeller) constitutes a valid and binding obligation of Seller Purchaser enforceable against Seller Purchaser in accordance with its terms, and the Seller Purchaser Ancillary Agreements and all other instruments and agreements to be executed and delivered by Seller Purchaser as contemplated hereby, upon execution and delivery by Seller Purchaser (assuming the valid authorization, execution and delivery by the other parties thereto) will constitute valid and binding obligations of Seller Purchaser enforceable against Seller Purchaser in accordance with their terms, in each case except to the extent that their enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles. (b) The execution and delivery of this Agreement, the Seller Purchaser Ancillary Agreements and such other instruments and agreements do not (or will not, as applicable), and the consummation of the transactions contemplated by hereby and thereby will not, (i) conflict with any of the provisions of the certificate of incorporation or by-laws or other equivalent charter documents of Seller or the CompanyPurchaser, (ii) subject to the receipt of the Consents referred to in Section 3.64.3, materially conflict with, result in a material breach of or material default under (with or without notice or lapse of time, or both) or give rise to a right of termination, cancellation or acceleration of any material obligation or to loss of a material benefit under, any Material material Contract to which the Company Purchaser is a party or by which the Company Purchaser or any of its assets is bound or subject or any material Contract to which Seller is a party of by which Seller or any of its assets is bound or subject, (iii) subject to the receipt of the Consents and the filing of the notices referred to in Section 3.64.3, materially contravene any Law or any Court Order currently in effect or (iv) result in the creation or imposition of any Encumbrance on any of the Shares (other than those created by Purchaser or arising out of the acquisition or ownership of the Shares by Purchaser) or any properties or assets of the Company, except in the case of such assets or properties of the Company for Permitted Encumbranceseffect.

Authority; Conflicts. (a) Except as set forth on Schedule 3.2(a)JV Entity has all requisite limited liability company authority to execute, Seller has the requisite corporate power deliver and authority and has taken all corporate action necessary to execute and deliver perform this Agreement and each of the Seller JV Entity Ancillary Agreements, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement, Agreement and the Seller JV Entity Ancillary Agreements and all other instruments and agreements to be executed and delivered by Seller as contemplated hereby and thereby, and the consummation by Seller of the transactions contemplated hereby and thereby, JV Entity have been duly authorized and approved by the JV Entity’s board of directors managers and do not require any further authorization or consent of Seller. No other corporate action on the part of Seller is necessary to authorize the execution, delivery and performance of this Agreement JV Entity or the Seller Ancillary Agreements by Seller and the consummation of the transactions contemplated hereby and therebyits members. This Agreement has been duly authorized, executed and delivered by Seller JV Entity and (assuming the valid authorization, execution and delivery of this Agreement by Purchaser▇▇▇▇▇▇▇ and Partner) constitutes a is the legal, valid and binding obligation agreement of Seller JV Entity enforceable against Seller in accordance with its terms, and each of the Seller JV Entity Ancillary Agreements has been duly authorized by JV Entity, and all other instruments and agreements to be executed and delivered by Seller as contemplated hereby, upon execution and delivery by Seller JV Entity will be (assuming the valid authorization, execution and delivery by the other party or parties thereto) will constitute a legal, valid and binding obligations obligation of Seller JV Entity, enforceable against Seller in accordance with their its terms, subject, in the case of this Agreement and each case except of the JV Entity Ancillary Agreements, to the extent that their enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or other similar Laws affecting the enforcement of creditors’ rights generally and by to general equitable equity principles. (b) The execution and delivery of this AgreementAgreement or any of the JV Entity Ancillary Agreements by JV Entity, the Seller Ancillary Agreements and such other instruments and agreements do not (or will not, as applicable), and the consummation of any of the transactions contemplated hereby or thereby by JV Entity or compliance with or fulfillment of the terms, conditions and thereby provisions hereof or thereof by JV Entity will not, : (i) conflict with any of the provisions of the certificate of incorporation or by-laws or other equivalent charter documents of Seller or the Company, (ii) subject to assuming the receipt of all necessary consents and approvals, the Consents referred to filing of all necessary documents and the expiration or termination of any applicable waiting period as described in Section 3.6, materially conflict with8.2(b)(ii), result in a material breach of the terms, conditions or material provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under (with 1) the certificate of formation or without notice operating agreement of JV Entity, (2) any note, instrument, contract, agreement, mortgage, lease, franchise or lapse of time, or both) or give rise to a right of termination, cancellation or acceleration of any material financial obligation or to loss of a material benefit under, any Material Contract to which the Company JV Entity is a party or any of their respective properties is subject or by which JV Entity is bound, (3) any Court Order to which JV Entity is a party or by which the Company or any of its assets is they are bound or subject or (4) any material Contract to which Seller is a party Requirements of by which Seller or any of its assets is bound or subjectLaw affecting JV Entity, (iii) subject to the receipt of the Consents referred to in Section 3.6other than, materially contravene any Law or Court Order currently in effect or (iv) result in the creation or imposition of any Encumbrance on any of the Shares (other than those created by Purchaser or arising out of the acquisition or ownership of the Shares by Purchaser) or any properties or assets of the Company, except in the case of clauses (2), (3) and (4) above, any such assets breaches, defaults, rights or properties loss of rights that, individually or in the aggregate, would not materially impair the ability of JV Entity to perform its obligations hereunder or prevent the consummation of any of the Company for Permitted Encumbrancestransactions contemplated hereby; or (ii) require the approval, consent, authorization or act of, or the making by JV Entity of any declaration, filing or registration with, any Person, except (1) in connection, or in compliance, with the provisions of any Competition Laws, (2) such consents, approvals, filings and notices as may be required under any Requirements of Law applicable to the Business, (3) such filings as may be required in connection with the Taxes described in Section 10.2(a)(iii) and (4) such approvals, consents, authorizations, declarations, filings or registrations the failure of which to be obtained or made would not, individually or in the aggregate, materially impair the ability of JV Entity to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.

Authority; Conflicts. (a) Except as set forth on Schedule 3.2(a), Seller Parent has the all requisite corporate power and authority to execute, deliver and has taken all corporate action necessary to execute and deliver perform this Agreement and each of the Seller Parent Ancillary Agreements, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement, Agreement and the Seller Parent Ancillary Agreements and all other instruments and agreements to be executed and delivered by Seller as contemplated hereby and thereby, and the consummation by Seller of the transactions contemplated hereby and thereby, Parent have been duly authorized and approved by the board its Board of directors Directors and do not require any further authorization or consent of Seller. No other corporate action on the part of Seller is necessary to authorize the execution, delivery and performance of this Agreement Parent or the Seller Ancillary Agreements by Seller and the consummation of the transactions contemplated hereby and therebyits stockholders. This Agreement has been duly authorized, executed and delivered by Seller Parent and (assuming the valid authorization, execution and delivery of this Agreement by Purchaserthe Stockholder Representative and each Selling Party) constitutes a is the legal, valid and binding obligation of Seller Parent enforceable against Seller in accordance with its terms, and each of the Seller Parent Ancillary Agreements has been duly authorized by Parent and all other instruments and agreements to be executed and delivered by Seller as contemplated hereby, upon execution and delivery by Seller Parent will be (assuming the valid authorization, execution and delivery by the other parties theretoStockholder Representative and each Selling Party) will constitute a legal, valid and binding obligations obligation of Seller Parent enforceable against Seller in accordance with their its terms, in each case except to the extent that their as enforceability may be subject to limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws affecting the enforcement of creditors’ rights generally and by the effect of general equitable principlesprinciples of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). (b) Buyer has all requisite power and authority to execute, deliver and perform this Agreement and each of the Buyer Ancillary Agreements. The execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements by Buyer have been duly authorized and approved by its Board of Directors and do not require any further authorization or consent of Buyer or its stockholders. This Agreement has been duly authorized, executed and delivered by Buyer and (assuming the valid authorization, execution and delivery of this AgreementAgreement by the Stockholder Representative and each Selling Party) is the legal, valid and binding obligation of Buyer enforceable in accordance with its terms, and each of the Seller Buyer Ancillary Agreements has been duly authorized by Buyer and such other instruments upon execution and agreements do not delivery by Buyer will be (assuming the valid authorization, execution and delivery by the Stockholder Representative and each Selling Party) a legal, valid and binding obligation of Buyer enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or will not, similar laws affecting the enforcement of creditors’ rights generally and by the effect of general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). (c) Except as applicableset forth on Schedule 6.2(c), neither the execution and delivery of this Agreement or any of the Parent Ancillary Agreements by Parent nor the consummation of any of the transactions contemplated hereby or thereby by Parent, including the Section 253 Merger, nor compliance with or fulfillment of the terms, conditions and thereby will not, provisions hereof or thereof by Parent will: (i) conflict with any of the provisions of the certificate of incorporation or by-laws or other equivalent charter documents of Seller or the Company, (ii) subject to the receipt of the Consents referred to in Section 3.6, materially conflict with, result in a material breach of the terms, conditions or material provisions of or constitute a default, an event of default under (with or without notice an event creating rights of acceleration, termination or lapse of time, or both) or give rise to a right of termination, cancellation or acceleration of any material obligation or to a loss of a material benefit under, any Material Contract to which the Company is a party rights under or by which the Company or any of its assets is bound or subject or any material Contract to which Seller is a party of by which Seller or any of its assets is bound or subject, (iii) subject to the receipt of the Consents referred to in Section 3.6, materially contravene any Law or Court Order currently in effect or (iv) result in the creation or imposition of any Encumbrance on upon any of Parent’s assets, under (1) Parent’s certificate of incorporation or bylaws of Parent, (2) any note, instrument, mortgage, agreement, lease, license franchise, permit or financial obligation to which Parent is a party or any of its assets or business is subject or by which Parent is bound, (3) any Court Order to which Parent is a party or by which any of its assets or business is subject or by which Parent is bound or (4) any Requirements of Law affecting Parent or its assets or business, other than any such conflicts, breaches, defaults or rights that, individually or in the aggregate, would not impair the ability of Parent to perform its obligations hereunder or prevent the consummation of any of the Shares transactions contemplated hereby; or (ii) require the approval, consent, authorization or act of, or the making by Parent of any declaration, filing or registration with, any Governmental Body, except as provided under the HSR Act. (d) Except as set forth on Schedule 6.2(d), neither the execution and delivery of this Agreement or any of the Buyer Ancillary Agreements by Buyer nor the consummation of any of the transactions contemplated hereby or thereby by Buyer, including the Section 253 Merger, nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof by Buyer will: (i) conflict with, result in a breach of the terms, conditions or provisions of or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under or result in the creation or imposition of any Encumbrance upon any of Buyer’s assets, under (1) Buyer’s certificate of incorporation or bylaws of Buyer, (2) any note, instrument, mortgage, agreement, lease, license franchise, permit or financial obligation to which Buyer is a party or any of its assets or business is subject or by which Buyer is bound, (3) any Court Order to which Buyer is a party or by which any of its assets or business is subject or by which Buyer is bound or (4) any Requirements of Law affecting Buyer or its assets or business, other than those created by Purchaser any such conflicts, breaches, defaults or arising out rights that, individually or in the aggregate, would not impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the acquisition transactions contemplated hereby; or (ii) require the approval, consent, authorization or ownership act of, or the making by Buyer of the Shares by Purchaser) any declaration, filing or registration with, any properties or assets of the CompanyGovernmental Body, except in as provided under the case of such assets or properties of the Company for Permitted EncumbrancesHSR Act.

Authority; Conflicts. (a) Except as set forth on Schedule 3.2(a), Seller Parent has the all requisite corporate power and authority to execute, deliver and has taken all corporate action necessary to execute and deliver perform this Agreement and each of the Seller Parent Ancillary Agreements, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement, Agreement and the Seller Parent Ancillary Agreements and all other instruments and agreements to be executed and delivered by Seller as contemplated hereby and thereby, and the consummation by Seller of the transactions contemplated hereby and thereby, Parent have been duly authorized and approved by the board its Board of directors Directors and do not require any further authorization or consent of Seller. No other corporate action on the part of Seller is necessary to authorize the execution, delivery and performance of this Agreement Parent or the Seller Ancillary Agreements by Seller and the consummation of the transactions contemplated hereby and therebyits stockholders. This Agreement has been duly authorized, executed and delivered by Seller Parent and (assuming the valid authorization, execution and delivery of this Agreement by Purchasereach of the Company and Acquisition) constitutes a is the legal, valid and binding obligation of Seller Parent enforceable against Seller in accordance with its terms, and each of the Seller Parent Ancillary Agreements has been duly authorized by Parent and all other instruments and agreements to be executed and delivered by Seller as contemplated hereby, upon execution and delivery by Seller Parent will be (assuming the valid authorization, execution and delivery by each of the other parties thereto) will constitute a legal, valid and binding obligations obligation of Seller Parent enforceable against Seller in accordance with their its terms, in each case except to the extent that their as enforceability may be subject to limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws affecting the enforcement of creditors’ rights generally and by the effect of general equitable principlesprinciples of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). (b) Acquisition has all requisite power and authority to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement by Acquisition have been duly authorized, approved and adopted by Acquisition’s Board of Directors and, except for the approval of this Agreement by Parent in accordance with Section 7.2 and the filing contemplated by Section 4.2, no other corporate proceedings on the part of Acquisition are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by Acquisition and (assuming the valid authorization, execution and delivery of this AgreementAgreement by each of the Company and Parent) is the legal, valid and binding obligation of Acquisition enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the Seller enforcement of creditors’ rights generally and by the effect of general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). (c) Neither the execution and delivery of this Agreement or any of the Parent Ancillary Agreements and such other instruments and agreements do not (or will not, as applicable), and nor the consummation of any of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, conditions and thereby will not, provisions hereof or thereof will: (i) conflict with any of the provisions of the certificate of incorporation or by-laws or other equivalent charter documents of Seller or the Company, (ii) subject to the receipt of the Consents referred to in Section 3.6, materially conflict with, result in a material breach of the terms, conditions or material provisions of or constitute a default, an event of default under (with or without notice an event creating rights of acceleration, termination or lapse of time, or both) or give rise to a right of termination, cancellation or acceleration of any material obligation or to a loss of a material benefit under, any Material Contract to which the Company is a party rights under or by which the Company or any of its assets is bound or subject or any material Contract to which Seller is a party of by which Seller or any of its assets is bound or subject, (iii) subject to the receipt of the Consents referred to in Section 3.6, materially contravene any Law or Court Order currently in effect or (iv) result in the creation or imposition of any Encumbrance on upon any of Parent’s or Acquisition’s assets, under (1) the Parent Charter, By-laws of Parent or Articles of Incorporation or Bylaws of Acquisition, (2) any material note, instrument, mortgage, agreement, lease, license franchise, permit or financial obligation to which either Parent or Acquisition is a party or any of their respective assets or business is subject or by which either Parent or Acquisition is bound, (3) any Court Order to which either Parent or Acquisition is a party or by which any of their respective assets or business is subject or by which either Parent or Acquisition is bound or (4) any Requirements of Law affecting either Parent or Acquisition or their respective assets or business, other than any such conflicts, breaches, defaults or rights that, individually or in the aggregate, would not materially impair the ability of either Parent or Acquisition to perform its obligations hereunder or prevent the consummation of any of the Shares transactions contemplated hereby; or (other than those created ii) require the approval, consent, authorization or act of, or the making by Purchaser either Parent or arising out Acquisition of the acquisition any declaration, filing or ownership of the Shares by Purchaser) or registration with, any properties or assets of the CompanyPerson, except in for the case filing of such assets one or properties more notices of listing of additional shares with The Nasdaq Stock Market, Inc. and the Company for Permitted Encumbrancesfiling contemplated by Section 4.2.

Authority; Conflicts. (a) Except as set forth on Schedule 3.2(a), Seller Buyer has the all requisite corporate power and authority under the Declaration of Trust and has taken all corporate action necessary Chapter 182 of Part I, Title XXII of the Massachusetts General Laws to execute execute, deliver and deliver perform this Agreement and each of the Seller Buyer Ancillary Agreements, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement, Agreement and the Seller Buyer Ancillary Agreements and all other instruments and agreements to be executed and delivered by Seller as contemplated hereby and thereby, and the consummation by Seller of the transactions contemplated hereby and thereby, Buyer have been duly authorized and approved by all requisite action under the board Declaration of directors Trust and Chapter 182 of Seller. No other corporate action on the part of Seller is necessary to authorize the executionPart I, delivery and performance of this Agreement or the Seller Ancillary Agreements by Seller and the consummation Title XXII of the transactions contemplated hereby Massachusetts General Laws and therebydo not require any further authorization or consent of Buyer or its equityholders. This Agreement has been duly authorized, executed and delivered by Seller Buyer and (assuming the valid authorization, execution and delivery of this Agreement by Purchasereach of Seller Parent and the Company) constitutes a is the legal, valid and binding obligation agreement of Seller Buyer enforceable against Seller in accordance with its terms, and each of the Seller Buyer Ancillary Agreements has been duly authorized by Buyer, and all other instruments and agreements to be executed and delivered by Seller as contemplated hereby, upon execution and delivery by Seller Buyer will be (assuming the valid authorization, execution and delivery by Seller Parent or the other parties theretoCompany, as applicable, where Seller Parent or the Company, as applicable, is a party) will constitute a legal, valid and binding obligations obligation of Seller Buyer, enforceable against Seller in accordance with their its terms, subject, in the case of this Agreement and each case except of the Buyer Ancillary Agreements, to the extent that their enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or other similar Laws affecting the enforcement of creditors’ rights generally and by to general equitable equity principles. (b) The execution and delivery of this AgreementAgreement or any of the Buyer Ancillary Agreements by Buyer, the Seller Ancillary Agreements and such other instruments and agreements do not (or will not, as applicable), and the consummation of any of the transactions contemplated hereby or thereby by Buyer and thereby compliance with or fulfillment of the terms, conditions and provisions hereof or thereof by Buyer will not, : (i) conflict with any of the provisions of the certificate of incorporation or by-laws or other equivalent charter documents of Seller or the Company, (ii) subject to assuming the receipt of all necessary consents and approvals, the Consents referred to filing of all necessary documents and the expiration or termination of any applicable waiting period as described in Section 3.6, materially conflict with6.2(b)(ii), result in a material breach of the terms, conditions or material provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under (with 1) the Declaration of Trust, (2) any note, instrument, contract, agreement, mortgage, lease, franchise or without notice or lapse of time, or both) or give rise to a right of termination, cancellation or acceleration of any material financial obligation or to loss of a material benefit under, any Material Contract to which the Company Buyer is a party or any of its properties is subject or by which they are bound, (3) any Court Order to which Buyer is a party or by which the Company or any of its assets it is bound or subject or (4) any material Contract to which Seller is a party Requirements of by which Seller or any of its assets is bound or subjectLaw affecting Buyer, (iii) subject to the receipt of the Consents referred to in Section 3.6other than, materially contravene any Law or Court Order currently in effect or (iv) result in the creation or imposition of any Encumbrance on any of the Shares (other than those created by Purchaser or arising out of the acquisition or ownership of the Shares by Purchaser) or any properties or assets of the Company, except in the case of clauses (2), (3) and (4) above, any such assets breaches, defaults, rights or properties loss of rights that, individually or in the aggregate, would not materially impair the ability of Buyer to perform its obligations hereunder or prevent or materially delay the consummation of any of the Company for Permitted Encumbrancestransactions contemplated hereby; or (ii) require the approval, consent, authorization or act of, or the making by Buyer of any declaration, filing or registration with, any Governmental Body, except (1) in connection, or in compliance, with the provisions of the HSR Act or similar Competition Laws in foreign jurisdictions, (2) the MDPU Approval, (3) such consents, approvals, filings and notices as may be required under any Requirements of Law applicable to the Business, (4) such filings as may be required in connection with the Taxes described in Section 2.1(c)(viii) and (5) such approvals, consents, authorizations, declarations, filings or registrations the failure of which to be obtained or made would not, individually or in the aggregate, materially impair the ability of Buyer to perform its obligations hereunder or prevent or delay the consummation of any of the transactions contemplated hereby.

Authority; Conflicts. (a) Except as set forth on Schedule 3.2(a), Such Seller has the requisite corporate power and authority to execute, deliver and has taken all corporate action necessary to execute and deliver perform this Agreement and to execute, deliver and perform each of the Sellers’ Closing Documents to which such Seller Ancillary Agreementsis a party. To the extent such Seller is not an individual, such Seller is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization, with full power and authority to enter into and to perform all its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement, the Seller Ancillary Agreements and all other instruments and agreements to be executed and delivered by Seller as contemplated hereby and thereby, and the consummation by Seller of the transactions contemplated hereby and thereby, have been duly authorized and approved by the board of directors of Seller. No other corporate action on the part of Seller is necessary to authorize the execution, delivery and performance of under this Agreement or and in connection with the Seller Ancillary Agreements by Seller and the consummation of the transactions contemplated hereby and therebyContemplated Transactions. This Agreement has been duly authorized, executed and delivered by such Seller and is (assuming the valid authorization, execution and delivery by Purchaserthe other parties hereto) constitutes a the legal, valid and binding obligation of Seller such Seller, enforceable against such Seller in accordance with its terms, and the Seller Ancillary Agreements and all other instruments and agreements to be executed and delivered by Seller as contemplated hereby, upon execution and delivery by Seller (assuming the valid authorization, execution and delivery by the other parties thereto) will constitute valid and binding obligations of Seller enforceable against Seller in accordance with their terms, in each case except to the extent that their enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws relating to or other similar Laws affecting the enforcement of creditors’ rights generally or debtors’ obligations and to principles of equity, and each of the Sellers’ Closing Document to which such Seller is a party has been duly authorized by general equitable principlessuch Seller and, upon execution and delivery by such Seller, will be (assuming the valid execution and delivery by the other party or parties thereto) the legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, in each case subject to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights or debtors’ obligations and to principles of equity. (b) The Except as set forth in Schedule 3.1(b), neither the execution and delivery by such Seller of this Agreement, the Seller Ancillary Agreements and such other instruments and agreements do not (or will not, as applicable), Agreement and the consummation by such Seller of the transactions contemplated hereby Contemplated Transactions, nor the compliance by such Seller with, or fulfillment by Seller of, the terms, conditions and thereby will not, provisions hereof will: (i) conflict with any of the provisions of the certificate of incorporation or by-laws or other equivalent charter documents of Seller or the Company, (ii) subject to the receipt of the Consents referred to in Section 3.6, materially conflict with, result in a material breach violation or Breach of the terms, conditions or material default under (with or without notice or lapse of timeprovisions of, or both) constitute a default, an event of default or give rise to a right an event creating rights of terminationacceleration, termination or cancellation or acceleration of any material obligation or to a loss of a material benefit rights under, any Material Contract to which the Company is a party or by which the Company or any of its assets is bound or subject or any material Contract to which Seller is a party of by which Seller or any of its assets is bound or subject, (iii) subject to the receipt of the Consents referred to in Section 3.6, materially contravene any Law or Court Order currently in effect or (iv) result in the creation or imposition of any Encumbrance on upon any of the Shares Interests, under (1) the Organizational Documents (if applicable) governing such Seller, (2) any note, instrument, mortgage, lease or financial obligation to which such Seller is a party or by which such Seller is bound, (3) any Order to which such Seller is a party or by which such Seller is bound, or (4) any Legal Requirements affecting such Seller, other than those created by Purchaser or arising out of the acquisition or ownership of the Shares by Purchaser) or any properties or assets of the Companythan, except in the case of clauses (2), (3) and (4) above, any such assets violations, Breaches, defaults, rights or properties loss of rights that, individually or in the aggregate, would not have a Material Adverse Effect or would not prevent the consummation of any of the Company for Permitted EncumbrancesContemplated Transactions; or (ii) require the approval, consent, authorization or act of, or the making by such Seller of any declaration, filing or registration with, any Person, except in connection or in compliance with the provisions of the HSR Act or any other applicable antitrust, competition or trade regulatory Legal Requirements (“Antitrust Laws”).

Authority; Conflicts. (a) Except as set forth on Schedule 3.2(a), Seller Parent has the all requisite corporate power and authority and has taken all corporate action necessary to execute and deliver this Agreement and each of the Seller Parent Ancillary Agreements, Agreements and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebythereunder. The execution, delivery and performance of this Agreement, the Seller Agreement and each Parent Ancillary Agreements and all other instruments and agreements to be executed and delivered by Seller as contemplated hereby and thereby, and the consummation by Seller of the transactions contemplated hereby and thereby, Parent have been duly authorized and approved by the board do not require any further authorization or consent of directors of Seller. No other corporate action on the part of Seller is necessary to authorize the execution, delivery and performance of this Agreement Parent or the Seller Ancillary Agreements by Seller and the consummation of the transactions contemplated hereby and therebyits stockholders. This Agreement has been duly authorized, executed and delivered by Seller Parent and (assuming the valid authorization, execution and delivery of this Agreement by Purchasereach of the Company, AcquisitionCo and of the Representative) constitutes is a legal, valid and binding obligation agreement of Seller Parent enforceable against Seller in accordance with its terms, and each of the Seller Parent Ancillary Agreements has been duly authorized by Parent and all other instruments and agreements to be executed and delivered by Seller as contemplated hereby, upon execution and delivery by Seller Parent will be (assuming the valid authorization, execution and delivery by each of the other parties thereto) will constitute a legal, valid and binding obligations obligation of Seller Parent enforceable against Seller in accordance with their its terms, in each case except case, subject to the extent that their enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principlesGeneral Exceptions. (b) AcquisitionCo has all requisite power and authority to execute, deliver and perform this Agreement and each of the AcquisitionCo Ancillary Agreements. The execution, delivery and performance of this Agreement and each Acquisition Ancillary Agreement by AcquisitionCo have been duly authorized and approved by its board of directors and, except for the approval of this Agreement by Parent in accordance with Section 8.2 and the filing of the certificate of merger as contemplated by Section 4.2(b), no other corporate proceedings on the part of AcquisitionCo are necessary to authorize this Agreement or any of the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by AcquisitionCo and (assuming the valid authorization, execution and delivery of this Agreement by each of the Company, Parent and the Representative) is a legal, valid and binding obligation of AcquisitionCo enforceable in accordance with its terms, subject to the General Exceptions. (c) Except as set forth on Schedule 7.2(c), neither the execution and delivery of this Agreement, any of the Seller Parent Ancillary Agreements and such other instruments and agreements do not (or will not, as applicable), and any of the AcquisitionCo Ancillary Agreements or the consummation of any of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, conditions and thereby will not, provisions hereof or thereof will: (i) conflict with any of the provisions of the certificate of incorporation or by-laws or other equivalent charter documents of Seller or the Company, (ii) subject to the receipt of the Consents referred to in Section 3.6, materially conflict with, result in a material breach of the terms, conditions or material default under (with or without notice or lapse of timeprovisions of, or both) constitute a default, an event of default or give rise to a right an event creating rights of terminationacceleration, termination or cancellation or acceleration of any material obligation or to a loss of a material benefit rights under, any Material Contract to which the Company is a party or by which the Company or any of its assets is bound or subject or any material Contract to which Seller is a party of by which Seller or any of its assets is bound or subject, (iii) subject to the receipt of the Consents referred to in Section 3.6, materially contravene any Law or Court Order currently in effect or (iv) result in the creation or imposition of any Encumbrance on upon any of Parent’s or AcquisitionCo’s assets, under (A) the Shares certificate of incorporation or bylaws of Parent or the certificate of incorporation or bylaws of AcquisitionCo, (B) any material note, instrument, Contract, mortgage, lease, license, franchise, permit or other than those created by Purchaser authorization, right, restriction or arising out of the acquisition obligation to which either Parent or ownership of the Shares by Purchaser) AcquisitionCo is a party or any properties of their respective assets or business is subject or by which either Parent or AcquisitionCo is bound, (C) any Court Order to which either Parent or AcquisitionCo is a party or by which any of their respective assets or business is subject or by which either Parent or AcquisitionCo is bound or (D) any Requirements of Law affecting either Parent or AcquisitionCo or their respective assets or business; or (ii) subject to the accuracy of the Company’s representations and warranties set forth in Section 5.4, and assuming that the transactions contemplated by this Agreement do not meet the “size-of-person” test under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, require the approval, consent, authorization or act of, or the making by the Parent or AcquisitionCo of any declaration, filing or registration with, any Person, except in for the case of such assets or properties filing of the Company for Permitted Encumbrancescertificate of merger as contemplated by Section 4.2(b) with the Secretary of State of the State of Delaware.

Authority; Conflicts. (a) Except as set forth on Schedule 3.2(a), Seller Parent has the all requisite corporate power and authority to execute, deliver and has taken all corporate action necessary to execute and deliver perform this Agreement and each of the Seller Parent Ancillary Agreements, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement, Agreement and the Seller Parent Ancillary Agreements and all other instruments and agreements to be executed and delivered by Seller as contemplated hereby and thereby, and the consummation by Seller of the transactions contemplated hereby and thereby, Parent have been duly authorized and approved by the board its Board of directors Directors and do not require any further authorization or consent of Seller. No other corporate action on the part of Seller is necessary to authorize the execution, delivery and performance of this Agreement Parent or the Seller Ancillary Agreements by Seller and the consummation of the transactions contemplated hereby and therebyits stockholders. This Agreement has been duly authorized, executed and delivered by Seller Parent and (assuming the valid authorization, execution and delivery of this Agreement by Purchasereach of the Company, Sub and the Shareholder Representative) constitutes a is the legal, valid and binding obligation of Seller Parent enforceable against Seller in accordance with its terms, and each of the Seller Parent Ancillary Agreements has been duly authorized by Parent and all other instruments and agreements to be executed and delivered by Seller as contemplated hereby, upon execution and delivery by Seller Parent will be (assuming the valid authorization, execution and delivery by each of the other parties thereto) will constitute a legal, valid and binding obligations obligation of Seller Parent enforceable against Seller in accordance with their its terms, in each case all except to the extent that their as enforceability may be subject to limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws affecting the enforcement of creditors’ rights generally and by the effect of general equitable principlesprinciples of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). (b) Sub has all requisite power and authority to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement by Sub have been duly authorized, approved and adopted by Sub’s Board of Directors and, except for the approval of this Agreement by Parent in accordance with Section 7.2 and the filing contemplated by Section 4.2, no other corporate proceedings on the part of Sub are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by Sub and (assuming the valid authorization, execution and delivery of this AgreementAgreement by each of the Company, Parent and the Seller Shareholder Representative) is the legal, valid and binding obligation of Sub enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by the effect of general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). (c) Except as set forth on Schedule 6.2(c), neither the execution and delivery of this Agreement or any of the Parent Ancillary Agreements and such other instruments and agreements do not (or will not, as applicable), and nor the consummation of any of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, conditions and thereby will not, provisions hereof or thereof will: (i) conflict with any of the provisions of the certificate of incorporation or by-laws or other equivalent charter documents of Seller or the Company, (ii) subject to the receipt of the Consents referred to in Section 3.6, materially conflict with, result in a material breach of the terms, conditions or material provisions of or constitute a default, an event of default under (with or without notice an event creating rights of acceleration, termination or lapse of time, or both) or give rise to a right of termination, cancellation or acceleration of any material obligation or to a loss of a material benefit under, any Material Contract to which the Company is a party rights under or by which the Company or any of its assets is bound or subject or any material Contract to which Seller is a party of by which Seller or any of its assets is bound or subject, (iii) subject to the receipt of the Consents referred to in Section 3.6, materially contravene any Law or Court Order currently in effect or (iv) result in the creation or imposition of any Encumbrance on upon any of Parent’s or Sub’s assets, under (1) the Shares Parent Charter, By-laws of Parent or Articles of Incorporation or Bylaws of Sub, (other than those created by Purchaser 2) any note, instrument, mortgage, agreement, lease, license franchise, permit or arising out of the acquisition financial obligation to which either Parent or ownership of the Shares by Purchaser) Sub is a party or any properties of their respective assets or business is subject or by which either Parent or Sub is bound, (3) any Court Order to which either Parent or Sub is a party or by which any of their respective assets or business is subject or by which either Parent or Sub is bound or (4) any Requirements of the CompanyLaw applicable to either Parent or Sub or their respective assets or business, except other than, in the case of clause (2), any such assets conflicts, breaches, defaults or properties rights that, individually or in the aggregate, would not materially impair the ability of either Parent or Sub to perform its obligations hereunder, have a material adverse effect on the assets, business, operations, liabilities, profits, or condition (financial or otherwise) of Parent, or prevent the consummation of any of the Company transactions contemplated hereby; or (ii) require the approval, consent, authorization or act of, or the making by either Parent or Sub of any declaration, filing or registration with, any Person, except as provided under the HSR Act, the Securities Act and the Exchange Act and except for Permitted Encumbrancesthe filing contemplated by Section 4.2.

Authority; Conflicts. (a) Except as set forth on Schedule 3.2(a), Seller Parent has the all requisite corporate power and authority and has taken all corporate action necessary to execute and deliver this Agreement and the Seller Ancillary Agreements, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereunder. The execution, delivery and performance of this Agreement, the Seller Ancillary Agreements and all other instruments and agreements to be executed and delivered Agreement by Seller as contemplated hereby and thereby, and the consummation by Seller of the transactions contemplated hereby and thereby, Parent have been duly authorized and approved by the board do not require any further authorization or consent of directors of Seller. No other corporate action on the part of Seller is necessary to authorize the execution, delivery and performance of this Agreement Parent or the Seller Ancillary Agreements by Seller and the consummation of the transactions contemplated hereby and therebyits stockholders. This Agreement has been duly authorized, executed and delivered by Seller Parent and (assuming the valid authorization, execution and delivery of this Agreement by Purchasereach of the Company and the Representative) constitutes is a legal, valid and binding obligation agreement of Seller Parent enforceable against Seller in accordance with its terms, subject only to the General Exceptions. (b) AcquisitionCo has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement by AcquisitionCo have been duly authorized and, except for the adoption of this Agreement by Parent in accordance with Section 8.2 and the Seller Ancillary Agreements and all filing of the certificate of merger as contemplated by Section 4.2(b), no other instruments and agreements corporate proceedings on the part of AcquisitionCo are necessary to be authorize this Agreement or any of the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by Seller as contemplated hereby, upon execution AcquisitionCo and delivery by Seller (assuming the valid authorization, execution and delivery of this Agreement by each of the other parties theretoCompany and the Representative) will constitute is a legal, valid and binding obligations obligation of Seller AcquisitionCo enforceable against Seller in accordance with their its terms, in each case except subject only to the extent that their enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principlesGeneral Exceptions. (bc) The Neither the execution and delivery by Parent or AcquisitionCo of this Agreement, the Seller Ancillary Agreements and such other instruments and agreements do not (or will not, as applicable), and Agreement nor the consummation by Parent or AcquisitionCo of any of the transactions contemplated hereby nor compliance with or fulfillment of the terms, conditions and thereby will not, provisions hereof by Parent or AcquisitionCo will: (i) conflict with any of the provisions of the certificate of incorporation or by-laws or other equivalent charter documents of Seller or the Company, (ii) subject to the receipt of the Consents referred to in Section 3.6, materially conflict with, result in a material breach of the terms, conditions or material default under (with or without notice or lapse of timeprovisions of, or both) constitute a default, an event of default or give rise to a right an event creating rights of terminationacceleration, termination or cancellation or acceleration of any material obligation or to a loss of a material benefit rights under, any Material Contract to which the Company is a party or by which the Company or any of its assets is bound or subject or any material Contract to which Seller is a party of by which Seller or any of its assets is bound or subject, (iii) subject to the receipt of the Consents referred to in Section 3.6, materially contravene any Law or Court Order currently in effect or (iv) result in the creation or imposition of any Encumbrance on upon any of Parent’s or AcquisitionCo’s assets, under (A) the Shares certificate of incorporation or bylaws of Parent or the certificate of incorporation or bylaws of AcquisitionCo, (B) any material note, instrument, Contract, mortgage, lease, license, franchise, permit or other than those created by Purchaser authorization, right, restriction or arising out of the acquisition obligation to which either Parent or ownership of the Shares by Purchaser) AcquisitionCo is a party or any properties of their respective assets or business is subject or by which either Parent or AcquisitionCo is bound, (C) any Court Order to which either Parent or AcquisitionCo is a party or by which any of their respective assets or business is subject or by which either Parent or AcquisitionCo is bound or (D) any Law affecting either Parent or AcquisitionCo or their respective assets or business; or (ii) subject to the accuracy of the Company’s representations and warranties set forth in Section 5.4, and given Company’s confirmation that it is its own “ultimate parent entity” and that its financial statements will, at closing, result in a failure to meet the “size-of-person” test under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (“HSR”) such that no HSR filing is required in connection with the transactions contemplated by this Agreement, require the approval, consent, authorization or act of, or the making by Parent or AcquisitionCo of any declaration, filing or registration with, any Person, except in for the case of such assets or properties filing of the Company for Permitted Encumbrancescertificate of merger as contemplated by Section 4.2(b) with the Secretary of State of the State of Delaware.

Authority; Conflicts. (a) Except as set forth on Schedule 3.2(a), Seller Aon has the requisite full corporate power and authority to execute, deliver and has taken all corporate action necessary to execute and deliver this Agreement and the Seller Ancillary Agreements, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement. Each Seller Group Member has full corporate power and authority to execute, deliver and perform each of the Seller Ancillary Agreements to which it is a party. This Agreement and all other instruments and agreements to be executed and delivered by Seller as contemplated hereby and thereby, and the consummation by Seller each of the transactions contemplated hereby and thereby, have been duly authorized and approved by the board of directors of Seller. No other corporate action on the part of Seller is necessary to authorize the execution, delivery and performance of this Agreement or the Seller Ancillary Agreements by to which a Seller and Group Member is a party constitute the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Seller and (assuming the valid authorization, execution and delivery by Purchaser) constitutes a valid and binding obligation of Seller enforceable against Seller in accordance with its terms, and the Seller Ancillary Agreements and all other instruments and agreements to be executed and delivered by Seller as contemplated hereby, upon execution and delivery by Seller (assuming the valid authorization, execution and delivery by the other parties thereto) will constitute valid and binding obligations of Seller each such party, enforceable against Seller in accordance with their respective terms, in each case except to the extent that their enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium moratorium, and similar laws relating to or other similar Laws affecting the enforcement of creditors’ rights generally and by to general equitable equity principles. (b) The Except as set forth in Schedule 5.4, none of the execution and delivery by Aon of this Agreement, the execution and delivery by any Seller Group Member of any Seller Ancillary Agreements and such other instruments and agreements do not (Agreement or will not, as applicable), and the consummation by any Seller Group Member of any of the transactions contemplated hereby or thereby, nor compliance by any Seller Group Member with, or fulfillment by Aon of, the terms, conditions and thereby will not, provisions hereof or thereof will: (i) conflict with any of the provisions of the certificate of incorporation or by-laws or other equivalent charter documents of Seller or the Company, (ii) subject to assuming the receipt of all necessary consents and approvals and the Consents referred to filing of all necessary documents as described in Section 3.6, materially conflict with5.4(b)(iii), result in a material violation or breach of the terms, conditions or material default under (with or without notice or lapse of timeprovisions of, or both) constitute a default, an event of default or give rise to a right an event creating rights of terminationacceleration, termination or cancellation or acceleration of any material obligation or to a loss of a material benefit rights under, any Material Contract to which the Company is a party or by which the Company or any of its assets is bound or subject or any material Contract to which Seller is a party of by which Seller or any of its assets is bound or subject, (iii) subject to the receipt of the Consents referred to in Section 3.6, materially contravene any Law or Court Order currently in effect or (iv) result in the creation or imposition of any Encumbrance on upon a Seller or any of the Shares (other than those created by Purchaser or arising out any of the acquisition assets of a Seller or ownership any of the Companies, under the Organizational Documents of a Seller or any of the Companies, (ii) assuming the receipt of all necessary consents and approvals and the filing of all necessary documents as described in Section 5.4(b)(iii), result in a violation or breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Encumbrance upon a Seller or any of the Shares by Purchaser) or any properties asset of a Seller or assets any of the CompanyCompanies, under (1) any of the Business Agreements, (2) any Company Plan, (3) any note, instrument, mortgage, lease, franchise or financial obligation or material agreement to which a Seller is a party or by which a Seller is bound, (4) any Court Order to which a Seller or any of the Companies is a party or by which a Seller or any of the Companies is bound, (5) any Requirements of Law affecting a Seller or any of the Companies or (6) any Governmental Permit, other than, in each case, any such violations, breaches, defaults, rights, loss of rights or Encumbrances that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or prevent the consummation of any of the transactions contemplated hereby, or (iii) require the approval, consent, authorization or act of, or the making by a Seller or any of the Companies of any declaration, filing or registration with, any Administrative Authority, except (1) in connection, or in compliance, with the provisions of the HSR Act, European Community Council Regulation (EC) No. 139/2004, or similar competition Requirements of Law in foreign jurisdictions, (2) acquisition of control statement filings and preacquisition statements required under applicable state insurance holding company system laws and regulations and any other insurance regulatory approvals, consents, filings or notices required by any applicable insurance Requirements of Law, (3) such filings as may be required in connection with the Taxes described in Section 8.1, and (4) such approvals, consents, authorizations, declarations, filings or registrations the failure of which to be obtained or made would not, individually or in the case aggregate, reasonably be expected to have a Material Adverse Effect or prevent the consummation of such assets or properties any of the Company for Permitted Encumbrancestransactions contemplated hereby, or materially impair the operation of the Warranty Business after the Closing.

Authority; Conflicts. (a) Except as set forth on Schedule 3.2(a), Seller Each of Buyer and each Buyer Party has the requisite corporate full power and authority and has taken all corporate action necessary to execute and deliver this Agreement and each of the Seller Ancillary Agreements, Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement, the Seller Agreement and such Ancillary Agreements and all other instruments and agreements to be executed and delivered by Seller as contemplated hereby and thereby, and the consummation by Seller of the transactions contemplated hereby and thereby, have been duly authorized and approved by the board of directors of Seller. No other corporate action on the part of Seller is necessary to authorize the execution, delivery and performance of this Agreement or the Seller Ancillary Agreements by Seller and the consummation of the transactions contemplated hereby and therebythereby by Buyer and each Buyer Party have been duly and validly authorized and approved by all requisite corporate or other similar action on the part of Buyer and each Buyer Party. This Agreement has been duly and validly authorized, executed and delivered by Seller Buyer, and (assuming the valid authorization, execution and delivery of this Agreement by PurchaserSeller) constitutes a is the legal, valid and binding obligation of Seller Buyer, enforceable against Seller in accordance with its terms, and each of the Seller Ancillary Agreements to which Buyer or any Buyer Party is or will be a party has been duly and all other instruments and agreements to be executed and delivered validly authorized by Seller as contemplated herebyBuyer or such Buyer Party and, upon execution and delivery by Seller Buyer or such Buyer Party, will be (assuming the valid authorization, execution and delivery by the other party or parties theretothereto who are not Affiliates of Buyer) will constitute a legal, valid and binding obligations obligation of Seller Buyer or such Buyer Party enforceable against Seller in accordance with their its terms, subject in each case except to the extent that their enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principlesEnforceability Exceptions. (b) The execution and delivery by Buyer or any Buyer Party of this AgreementAgreement or any of the Ancillary Agreements, the Seller Ancillary Agreements and such other instruments and agreements do not (consummation by Buyer or will not, as applicable), and the consummation any Buyer Party of the transactions contemplated hereby or thereby or compliance by Buyer or any Buyer Party with or fulfillment by Buyer or any Buyer Party of the terms, conditions and thereby provisions hereof or thereof will not, with or without the giving of notice or passage of time or both: (i) conflict with any assuming that the Governmental Consents set forth on Section 6.2(b)(iii)(A) of the provisions of the certificate of incorporation Buyer Disclosure Schedule are made or by-laws or other equivalent charter documents of Seller or the Companyobtained, (ii) subject to the receipt of the Consents referred to in Section 3.6, materially conflict withas applicable, result in a material breach or violation of the terms, conditions or material default under provisions of (with A) the charter, bylaws, certificate of formation or without notice other applicable organizational documents of Buyer or lapse of time, any Buyer Party or both) or give rise to a right of termination, cancellation or acceleration any effective resolution of any material obligation of their respective directors or to loss of a material benefit under, shareholders or (B) any Material Contract to which the Company is a party Applicable Law affecting Buyer or by which the Company any Buyer Party or any of its assets is bound their respective properties or subject assets; (ii) result in a breach or violation, in any material Contract to which Seller is a party of by which Seller or any of its assets is bound or subjectrespect, (iii) subject to the receipt of the Consents referred to in Section 3.6terms, materially contravene any Law conditions or Court Order currently in effect provisions of, or (iv) constitute a default, an event of default or an event creating rights of acceleration, termination, modification or cancellation or a loss of rights under, or result in the creation or imposition of any Encumbrance on under any Contract to which Buyer or any Buyer Party is party or by which any of their respective properties or assets are subject or bound, except for any such breaches, violations, creations or losses that, individually or in the aggregate, would not reasonably be expected to prohibit or materially impair or delay the ability of Buyer and any of the Shares Buyer Parties to perform its material obligations under this Agreement and the Ancillary Agreements; or (iii) require any (A) Governmental Consent or (B) Third-Party Consent (other than any Third-Party Consents required in connection with the transactions contemplated by the Transition Services Agreement) to be made or obtained, as applicable, by Buyer or its Affiliates, except for those created by Purchaser or arising out Governmental Consents set forth on Section 6.2(b)(iii)(A) of the acquisition or ownership of the Shares by Purchaser) or any properties or assets of the Company, except in the case of such assets or properties of the Company for Permitted EncumbrancesBuyer Disclosure Schedule.

Authority; Conflicts. (a) Except as set forth on Schedule 3.2(a)Subject only to the requisite approval of the Merger and this Agreement by the Company's stockholders, Seller Company has the all requisite corporate power and authority to execute, deliver and has taken all corporate action necessary to execute and deliver perform this Agreement and the Seller Ancillary Agreements, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance of this Agreement, the Seller Ancillary Agreements and all other instruments and agreements to be executed and delivered by Seller as contemplated hereby and thereby, and the consummation by Seller of the transactions contemplated hereby and thereby, have been duly authorized and approved by the board of directors of Seller. No other corporate action on the part of Seller is necessary to authorize the execution, delivery and performance of this Agreement or the Seller Ancillary Agreements by Seller and the consummation of the transactions contemplated hereby have been duly authorized and therebyapproved by Company's Board of Directors, and no other corporate action is necessary on the part of Company except for the requisite approval by Company's stockholders. Under applicable law and the Company's charter documents, the vote of the stockholders of the Company who will have executed and delivered to Parent as of the Closing a Stockholders Agreement is sufficient for all corporate purposes to authorize the Merger, this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller Company and (assuming constitutes the valid authorization, execution and delivery by Purchaser) constitutes a valid and binding obligation of Seller enforceable against Seller in accordance with its terms, and the Seller Ancillary Agreements and all other instruments and agreements to be executed and delivered by Seller as contemplated hereby, upon execution and delivery by Seller (assuming the valid authorization, execution and delivery by the other parties thereto) will constitute valid and binding obligations of Seller Company, enforceable against Seller in accordance with their terms, in each case except to the extent that their enforceability may be terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principlesEnforceability Exclusions. (b) The execution Except as set forth in Section 3.4 of the Company Disclosure Letter and subject only to the approval of the Merger and this Agreement by the Company's stockholders, the execution, delivery and performance of this Agreement, the Seller Ancillary Agreements and such other instruments and agreements do not (or will Agreement by Company does not, and, as applicable)of the Effective Time, and the consummation of the transactions contemplated hereby hereby, and thereby compliance with or fulfillment of the terms, conditions and provisions hereof, will not, : (i) conflict Conflict with any provision of the provisions Articles of the certificate Incorporation or Bylaws of incorporation Company, as amended, or by-laws Contract, Authorization, Court Order or Law applicable to Company or its properties or assets, other equivalent charter documents of Seller or than Conflicts which would not have a Material Adverse Effect on the Company, ; or (ii) subject require the Authorization of, or registration, declaration or filing with, any Governmental Entity or any third party (so as not to trigger any Conflict), by or with respect to Company in connection with the receipt execution and delivery of this Agreement or the consummation of the Consents referred to in Section 3.6transactions contemplated hereby, materially conflict withexcept for (A) the filing of the Certificate of Merger and Articles of Merger with the Delaware Secretary of State and Maryland State Department of Assessments and Taxation, result in respectively, (B) such Authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws, (C) such filings as may be required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (D) such other Authorizations, registrations, declarations and filings which if not obtained or made would not have a material breach of or material default under (with or without notice or lapse of time, or both) or give rise to a right of termination, cancellation or acceleration of any material obligation or to loss of a material benefit under, any Material Contract to which adverse effect on the Company is a party or by which the Company or any of its assets is bound or subject or any material Contract to which Seller is a party of by which Seller or any of its assets is bound or subject, (iii) subject to the receipt of the Consents referred to in Section 3.6, materially contravene any Law or Court Order currently in effect or (iv) result in the creation or imposition of any Encumbrance on any of the Shares (other than those created by Purchaser or arising out of the acquisition or ownership of the Shares by Purchaser) or any properties or assets of the Company, except in the case of such assets or properties ability of the Company for Permitted Encumbrancesto consummate the transactions contemplated hereby, and (E) such Authorizations, filings and registrations which are set forth on Section 3.4 of the Company Disclosure Letter.

Authority; Conflicts. (a) Except as set forth on Schedule 3.2(a), Seller Each of Parent and Sub has the all requisite corporate power and authority to execute, deliver and has taken all corporate action necessary to execute and deliver perform this Agreement and the Seller Ancillary Agreements, Agreements to perform its obligations hereunder and thereunder which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement, Agreement and the Seller Ancillary Agreements and all other instruments and agreements to be executed and delivered by Seller as contemplated hereby and thereby, and the consummation by Seller of the transactions contemplated hereby and thereby, have been duly authorized and approved by the board of directors of Seller. No other corporate action on the part of Seller which it is necessary to authorize the execution, delivery and performance of this Agreement or the Seller Ancillary Agreements by Seller and the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Seller and (assuming the valid authorization, execution and delivery by Purchaser) constitutes a valid and binding obligation of Seller enforceable against Seller in accordance with its terms, and the Seller Ancillary Agreements and all other instruments and agreements to be executed and delivered by Seller as contemplated hereby, upon execution and delivery by Seller (assuming the valid authorization, execution and delivery by the other parties thereto) will constitute valid and binding obligations of Seller enforceable against Seller in accordance with their terms, in each case except to the extent that their enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles. (b) The execution and delivery of this Agreement, the Seller Ancillary Agreements and such other instruments and agreements do not (or will not, as applicable), party and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by Parent's and Sub's Board of Directors, and no other corporate action is necessary on the part of either Parent or Sub. This Agreement has been, and the Ancillary Agreements will be, duly executed and delivered by Parent and Sub and constitutes, and will constitute, the valid and binding obligation of Parent and Sub, enforceable in accordance with their terms subject to Enforceability Exclusions. The execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party by each of Parent and Sub does not, and, as of the Effective Time, the consummation of the transactions contemplated hereby and thereby, and compliance with or fulfillment of the terms, conditions and provisions hereof and thereof, will not, : (i) conflict Conflict with any provision of the provisions Certificate of Incorporation or Bylaws, as amended, of either Parent or Sub, or Contract, Authorization, Court Order or Law applicable to either Parent or Sub or their respective properties or assets, other than Conflicts which would not have a material adverse effect on the certificate ability of incorporation either Parent or by-laws or other equivalent charter documents of Seller or Sub to consummate the Company, transactions contemplated hereby; or (ii) subject require any Authorization, or registration, declaration or filing with any Governmental Entity or any third party (so as not to trigger any Conflict), by or with respect to Parent or Sub in connection with the receipt execution and delivery of this Agreement and the Ancillary Agreements or the consummation of the Consents referred to in Section 3.6transactions contemplated hereby and thereby, materially conflict withexcept for (A) the filing of the Certificate of Merger and Articles of Merger with the Delaware Secretary of State and the Maryland State Department of Assessments and Taxation, result in respectively, (B) such Authorizations, registrations, declarations and filings as may be required under applicable state and federal securities laws and the laws of any foreign country, (C) such filings as may be required under the HSR Act, and (D) such other Authorizations, filings, declarations and registrations which if not obtained or made would not have a material breach adverse effect on the ability of Parent or material default under (with or without notice or lapse of time, or both) or give rise Sub to a right of termination, cancellation or acceleration of any material obligation or to loss of a material benefit under, any Material Contract to which consummate the Company is a party or by which the Company or any of its assets is bound or subject or any material Contract to which Seller is a party of by which Seller or any of its assets is bound or subject, (iii) subject to the receipt of the Consents referred to in Section 3.6, materially contravene any Law or Court Order currently in effect or (iv) result in the creation or imposition of any Encumbrance on any of the Shares (other than those created by Purchaser or arising out of the acquisition or ownership of the Shares by Purchaser) or any properties or assets of the Company, except in the case of such assets or properties of the Company for Permitted Encumbrancestransactions contemplated hereby.

Authority; Conflicts. (a) Except Buyer (and as set forth on Schedule 3.2(a)of the Closing, Seller each Designated Purchaser) has the requisite corporate or other entity power and authority to execute, deliver and has taken all corporate action necessary to execute and deliver perform this Agreement and each of the Seller Buyer Ancillary Agreements, Agreements to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebywhich it is a party. The execution, delivery and performance of this Agreement, Agreement and the Seller Buyer Ancillary Agreements by Buyer (and all other instruments and agreements to be executed and delivered by Seller as contemplated hereby and thereby, and the consummation by Seller of the transactions contemplated hereby and thereby, each Designated Purchaser) have been duly authorized and approved by the board all requisite corporate or other entity action and do not require any further authorization or consent of directors of Seller. No other corporate action on the part of Seller is necessary to authorize the execution, delivery and performance of this Agreement Buyer (or the Seller Ancillary Agreements by Seller and the consummation of the transactions contemplated hereby and therebyany Designated Purchaser) or its equityholders. This Agreement has been duly authorized, executed and delivered by Seller Buyer and (assuming the valid authorization, execution and delivery of this Agreement by PurchaserSeller Parent) constitutes a is the legal, valid and binding obligation agreement of Seller Buyer enforceable against Seller in accordance with its terms, and each of the Seller Buyer Ancillary Agreements has been (or, as applicable, with respect to each Designated Purchaser, as of the Closing, will be) duly authorized by Buyer (or the applicable Designated Purchaser), and all other instruments and agreements to be executed and delivered by Seller as contemplated hereby, upon execution and delivery by Seller Buyer (or, as applicable, any Designated Purchaser) will be (assuming the valid authorization, execution and delivery by the other parties Seller Parent, where Seller Parent is a party, and any Selling Party that is party thereto) will constitute a legal, valid and binding obligations obligation of Seller Buyer (or, as applicable, any Designated Purchaser), enforceable against Seller in accordance with their its terms, subject, in the case of this Agreement and each case except of the Buyer Ancillary Agreements, to the extent that their enforceability may be subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws of general application relating to or other similar Laws affecting the enforcement of creditors’ rights generally and by to general equitable equity principles, whether considered in a proceeding at law or in equity. (b) The execution and delivery of this Agreement, Agreement or any of the Seller Buyer Ancillary Agreements and such other instruments and agreements do not by Buyer (or will notor, as applicable, any Designated Purchaser), and the consummation of any of the transactions contemplated hereby or thereby by Buyer (or, as applicable, any Designated Purchaser) and thereby compliance with or fulfillment of the terms, conditions and provisions hereof or thereof by Buyer (or, as applicable, any Designated Purchaser) will not, : (i) conflict with assuming the receipt of all necessary consents and approvals, the filing of all necessary documents and the expiration or termination of any applicable waiting period as described in Section 6.2(b)(ii), result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under (1) the certificate of incorporation or formation or by-laws or other equivalent charter documents operating agreement (or similar organizational documents) of Seller Buyer (or the Companyany Designated Purchaser), (ii2) subject to the receipt of the Consents referred to in Section 3.6any note, materially conflict withinstrument, result in a material breach of contract, agreement, mortgage, lease, franchise or material default under (with or without notice or lapse of time, or both) or give rise to a right of termination, cancellation or acceleration of any material financial obligation or to loss of a material benefit under, any Material Contract to which the Company Buyer (or any Designated Purchaser) is a party or any of its properties is subject or by which they are bound, (3) any Governmental Order to which Buyer (or any Designated Purchaser) is a party or by which the Company or any of its assets it is bound or subject (4) any Requirements of Law affecting Buyer (or any material Contract to which Seller is a party of by which Seller or any of its assets is bound or subjectDesignated Purchaser), (iii) subject to the receipt of the Consents referred to in Section 3.6other than, materially contravene any Law or Court Order currently in effect or (iv) result in the creation or imposition of any Encumbrance on any of the Shares (other than those created by Purchaser or arising out of the acquisition or ownership of the Shares by Purchaser) or any properties or assets of the Company, except in the case of clauses (2), (3) and (4) above, any such assets breaches, defaults, rights or properties loss of rights that, individually or in the aggregate, would not materially impair the ability of Buyer (or any Designated Purchaser) to perform its obligations hereunder or prevent the consummation of any of the Company for Permitted Encumbrancestransactions contemplated hereby; or (ii) require the approval, consent, authorization or act of, or the making by Buyer (or any Designated Purchaser) of any declaration, filing or registration with, any Governmental Body, except (1) in connection, or in compliance, with the provisions of the HSR Act or similar Competition Laws in foreign jurisdictions, (2) such filings as may be required in connection with the Taxes described in Section 8.2(a)(iv) and (3) such approvals, consents, authorizations, declarations, filings or registrations the failure of which to be obtained or made would not, individually or in the aggregate, materially impair the ability of Buyer (or any Designated Purchaser) to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.

Authority; Conflicts. (a) Except as set forth on Schedule 3.2(a), Seller Each of the Company and Parent has the requisite corporate power and authority and has taken all corporate action necessary in order to execute execute, deliver and deliver perform this Agreement and the Seller Ancillary Agreements, to perform its obligations hereunder and thereunder each other agreement or certificate delivered pursuant hereto and to consummate the transactions contemplated hereby in each such agreement. This Agreement and thereby. The executioneach other agreement or certificate delivered pursuant hereto has been duly authorized, delivery and performance of this Agreement, the Seller Ancillary Agreements and all other instruments and agreements to be executed and delivered by Seller as contemplated hereby and thereby, and the consummation by Seller each of the transactions contemplated hereby Company and thereby, have been duly authorized Parent and approved by the board of directors of Seller. No other corporate action on the part of Seller is necessary to authorize the execution, delivery and performance of this Agreement each such agreement constitutes or the Seller Ancillary Agreements by Seller and the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Seller and will constitute (assuming the valid authorization, execution and delivery of this Agreement and each other agreement or certificate delivered pursuant hereto by PurchaserBuyer) constitutes a the legal, valid and binding obligation of Seller each of the Company and Parent enforceable against Seller in accordance with its terms, and the Seller Ancillary Agreements and all other instruments and agreements to be executed and delivered by Seller as contemplated hereby, upon execution and delivery by Seller (assuming the valid authorization, execution and delivery by the other parties thereto) will constitute valid and binding obligations of Seller enforceable against Seller in accordance with their terms, in each case except to the extent that their enforceability may be subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and other similar Laws laws of general application relating to or affecting creditors' rights and to general equity principles (the enforcement of creditors’ rights generally and by general equitable principles"Bankruptcy Exception"). (b) The Assuming compliance with the HSR Act, neither the execution and delivery of this Agreement, the Agreement by Seller Ancillary Agreements and such other instruments and agreements do not (or will not, as applicable), and the consummation of any of the transactions contemplated hereby and thereby will notherein or in any other agreement or certificate delivered pursuant hereto, (i) conflict nor compliance with any or fulfillment of the terms, conditions and provisions of the certificate of incorporation or by-laws or other equivalent charter documents of Seller or the Companythereof, (ii) subject to the receipt of the Consents referred to in Section 3.6except as set forth on Schedule 3.3, materially will conflict with, result in a material breach of the terms, conditions or material default under (with or without notice or lapse of timeprovisions of, or both) constitute a default (or give rise to an event that with the passage of time will become a right default), an event of terminationdefault or an event creating rights of acceleration, termination or cancellation or acceleration of any material obligation or to a loss of a material benefit rights under, any Material Contract to which the Company is a party or by which the Company or any of its assets is bound or subject or any material Contract to which Seller is a party of by which Seller or any of its assets is bound or subject, (iii) subject to the receipt of the Consents referred to in Section 3.6, materially contravene any Law or Court Order currently in effect or (iv) result in the creation or imposition of any Encumbrance on upon any of the Shares (other than those created by Purchaser or arising out any of the acquisition or ownership of the Shares by Purchaser) or any properties or assets of the Company, except under (i) the Organizational Documents of either Parent or the Company, (ii) any Material Contract (as defined in the case of such assets Section 3.14), franchise or properties of financial obligation to which Parent or the Company for Permitted Encumbrancesis a party or by which Parent or the Company is bound, (iii) any Order to which Parent or the Company is a party or by which Parent or the Company is bound or (iv) any Law by which Parent or the Company is bound.

Authority; Conflicts. (a) Except as set forth on Schedule 3.2(a)Each of Seller, HFSG and each Seller Party has the requisite corporate full power and authority and has taken all corporate action necessary to execute and deliver this Agreement and each of the Seller Ancillary Agreements, Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement, the Seller Agreement and such Ancillary Agreements and all other instruments and agreements to be executed and delivered by Seller as contemplated hereby and thereby, and the consummation by Seller of the transactions contemplated hereby and therebythereby by Seller, HFSG and each Seller Party have been duly and validly authorized and approved by the board of directors of Seller. No all requisite corporate or other corporate similar action on the part of Seller, HFSG and each Seller Party and, in the case of HFSG, no action by its stockholders is necessary to authorize required in connection with the execution, delivery and performance of this Agreement or the Seller and such Ancillary Agreements by Seller and the consummation of the transactions contemplated hereby and therebythereby by Seller, HFSG and each Seller Party. Hartford Financial Services, LLC has duly and validly obtained all required board and member approvals necessary to transfer the Transferred Equity Interests to Buyer at the Closing. This Agreement has been duly and validly authorized, executed and delivered by Seller and HFSG, and (assuming the valid authorization, execution and delivery of this Agreement by PurchaserBuyer) constitutes a is the legal, valid and binding obligation of Seller and HFSG, enforceable against Seller in accordance with its terms, and each of the Seller Ancillary Agreements to which Seller or any Seller Party is or will be a party has been duly and all other instruments and agreements to be executed and delivered validly authorized by Seller as contemplated herebyor such Seller Party and, upon execution and delivery by Seller or such Seller Party, will be (assuming the valid authorization, execution and delivery by the other party or parties theretothereto who are not Affiliates of Seller) will constitute a legal, valid and binding obligations obligation of Seller or such Seller Party enforceable against Seller in accordance with their its terms, subject in each case except to the extent that their enforceability may be subject to applicable bankruptcy, reorganization, insolvency, reorganizationmoratorium, moratorium rehabilitation, liquidation, fraudulent conveyance and similar laws relating to or other similar Laws affecting the enforcement of creditors’ rights generally and by to general equitable principlesequity principles (regardless of whether enforceability is considered in a proceeding in equity or at law) (such exceptions, the “Enforceability Exceptions”). (b) The execution and delivery by Seller, HFSG or any Seller Party of this AgreementAgreement or any of the Ancillary Agreements, the performance and consummation by Seller, HFSG or any Seller Ancillary Agreements and such other instruments and agreements do not (or will not, as applicable), and the consummation Party of the transactions contemplated hereby or thereby or compliance by Seller, HFSG or any Seller Party with or fulfillment by Seller, HFSG or any Seller Party of the terms, conditions and thereby provisions hereof or thereof will not, with or without the giving of notice or passage of time or both: (i) conflict with any assuming that the Governmental Consents set forth on Section 4.2(b)(iii)(A) of the provisions of the certificate of incorporation Seller Disclosure Schedule are made or by-laws or other equivalent charter documents of Seller or the Companyobtained, (ii) subject to the receipt of the Consents referred to in Section 3.6, materially conflict withas applicable, result in a material breach or violation of the terms, conditions or material default under provisions of (with A) the charter, bylaws, certificate of formation or without notice other applicable organizational documents of Seller, HFSG, HRS or lapse of time, any Seller Party or both) or give rise to a right of termination, cancellation or acceleration any effective resolution of any material obligation of their respective directors or to loss of a material benefit undershareholders or members, any Material Contract to which the Company is a party or by which the Company or any of its assets is bound or subject or any material Contract to which Seller is a party of by which Seller or any of its assets is bound or subjectas applicable, (iii) subject to the receipt of the Consents referred to in Section 3.6, materially contravene any Law or Court Order currently in effect or (iv) result in the creation or imposition of any Encumbrance on any of the Shares (other than those created by Purchaser or arising out of the acquisition or ownership of the Shares by Purchaser) or any properties or assets of the Company, except in the case of such assets or properties of the Company for Permitted Encumbrances.or

Authority; Conflicts. (a) Except as set forth on Schedule 3.2(a), Seller Buyer has the requisite all corporate power and authority and has taken all corporate action necessary to execute and deliver this Agreement and each of the Seller Buyer Ancillary Agreements, Agreements and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebythereunder. The execution, delivery and performance of this Agreement, the Seller Ancillary Agreements and all other instruments and agreements to be executed and delivered by Seller as contemplated hereby and thereby, Agreement and the consummation by Seller of the transactions contemplated hereby and thereby, have been duly authorized and approved by the board of directors of Seller. No other corporate action on the part of Seller is necessary to authorize the execution, delivery and performance of this Agreement or the Seller Buyer Ancillary Agreements by Seller Buyer and the consummation of the transactions contemplated hereby and therebythereby have been duly authorized and do not require any further authorization or consent of Buyer or its stockholders. This Agreement has been duly authorized, executed and delivered by Seller Buyer and (assuming the valid authorization, execution and delivery of this Agreement by PurchaserSeller) constitutes is a legal, valid and binding obligation agreement of Seller Buyer enforceable against Seller in accordance with its terms, and each of the Seller Buyer Ancillary Agreements has been duly authorized by Buyer and all other instruments and agreements to be executed and delivered by Seller as contemplated hereby, upon execution and delivery by Seller Buyer will be (assuming the valid authorization, execution and delivery by each of the other parties thereto) will constitute a legal, valid and binding obligations obligation of Seller Buyer enforceable against Seller in accordance with their its terms, in each case except subject to the extent that their enforceability may be subject to applicable effect of (i) bankruptcy, insolvency, reorganization, moratorium or and other similar Laws laws of general application relating to the relief of debtors or relating to or affecting the enforcement of creditors’ rights generally rights, and by (ii) general principles of equity and rules of law and equity governing specific performance, injunctive relief and other equitable principlesremedies. (b) The Neither the execution and delivery of this Agreement, any of the Seller Buyer Ancillary Agreements and such other instruments and agreements do not (or will not, as applicable), and the consummation of the other transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, conditions and thereby will not, provisions hereof or thereof will: (i) conflict with any of the provisions of the certificate of incorporation or by-laws or other equivalent charter documents of Seller or the Company, (ii) subject to the receipt of the Consents referred to in Section 3.6, materially conflict with, result in a material breach of the terms, conditions or material default under (with or without notice or lapse of timeprovisions of, or both) constitute a default, an event of default or give rise to a right an event creating rights of terminationacceleration, termination or cancellation or acceleration of any material obligation or to a loss of a material benefit rights under, any Material Contract to which the Company is a party or by which the Company or any of its assets is bound or subject or any material Contract to which Seller is a party of by which Seller or any of its assets is bound or subject, (iii) subject to the receipt of the Consents referred to in Section 3.6, materially contravene any Law or Court Order currently in effect or (iv) result in the creation or imposition of any Encumbrance on upon any of Buyer’s assets, under (A) the certificate of incorporation or bylaws of Buyer, (B) any material note, instrument, Contract, mortgage, lease, license, franchise, permit or other authorization, right, restriction or obligation to which Buyer is a party or by which any of its assets or business is subject or by which Buyer is bound, (C) any Court Order to which Buyer is a party or by which any of its assets or business is subject or by which Buyer is bound or (D) any Requirements of Law affecting Buyer or its assets or business; or (ii) require the approval, consent, authorization or act of, or the making by Buyer of any declaration, filing or registration with, any Person except as may be necessary or advisable under any applicable antitrust or competition Requirements of Law and except for such approvals, consents, authorizations, declarations, filings or registrations the failure of which to be obtained or made would not reasonably be expected to materially impair the ability of Buyer to perform any of its obligations hereunder or under any of the Shares (other than those created by Purchaser Buyer Ancillary Agreements or arising out reasonably be expected to prevent the consummation of the acquisition transactions contemplated hereby or ownership of the Shares by Purchaser) or any properties or assets of the Company, except in the case of such assets or properties of the Company for Permitted Encumbrancesthereby.