Common use of Authorization; Noncontravention Clause in Contracts

Authorization; Noncontravention. (a) Each Seller has the requisite limited liability company power and authority, and has taken all limited liability company action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby, the consummation by each Seller of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, duly authorized and approved by all necessary limited liability company, member or other action. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller as contemplated hereby will be, duly executed and delivered by each Seller. Assuming that this Agreement and all such other instruments and agreements constitute valid and binding obligations of Purchaser and each other Person (other than Sellers) party thereto, this Agreement and all such other instruments and agreements constitute valid and binding obligations of each Seller enforceable against such Person in accordance with the terms thereof, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law). (b) The execution and delivery of this Agreement and all other instruments and agreements to be delivered by each Seller as contemplated hereby do not, 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 bylaws or similar governance documents of each Seller or the Purchased Companies, in each case as amended to the date of this Agreement, (ii) subject to receipt of the consents, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, conflict with or result in a breach of, or constitute a default under, or result in the acceleration of any obligation or loss of any benefits under, any Material Contract or (iii) subject to (x) the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (y) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, contravene any Law or any Order applicable to any Seller or the Purchased Companies, except, in the case of clauses (ii) and (iii) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Authorization; Noncontravention. (a) Each Seller Purchaser has the requisite limited liability company corporate power and authority, authority and has taken all limited liability company corporate or other action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller Purchaser as contemplated hereby and therebyhereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller Purchaser of this Agreement and all other instruments and agreements to be delivered by such Seller Purchaser as contemplated hereby, the consummation by each Seller it of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, duly authorized and approved by all necessary limited liability company, member or other actionthe board of directors of Purchaser. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller Purchaser as contemplated hereby will be, duly executed and delivered by each SellerPurchaser. Assuming that this Agreement and all such other instruments and agreements constitute valid and binding obligations of Purchaser each Seller and each other Person (other than SellersPurchaser) party thereto, this Agreement and all such other instruments and agreements constitute valid and binding obligations of each Seller Purchaser, enforceable against such Person Purchaser in accordance with the terms thereof, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law). (b) The execution and delivery of this Agreement and all other instruments and agreements to be delivered by each Seller Purchaser as contemplated hereby do not, and the consummation of the transactions contemplated hereby and thereby will not not, (i) conflict with any of the provisions of the certificate of incorporation or bylaws by-laws or similar governance documents of each Seller or the Purchased CompaniesPurchaser, in each case case, as amended to the date of this Agreement, (ii) subject to receipt of the consents, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, conflict with or result in a breach of, or constitute a default under, or result in the acceleration of any obligation or loss of any benefits under, any Material Contract or other instrument to which Purchaser is a party or by which Purchaser or any of its properties or assets are bound or (iii) subject to (x) the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (y) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.2(b) and Section 4.6 5.3 of the Sellers Purchaser Disclosure Letter, contravene any Law or any Order applicable to Purchaser or by which any Seller of its properties or the Purchased Companiesassets are bound, except, except in the case of clauses (ii) and (iii) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have do not had and would not reasonably be expected to haveto, individually or in the aggregate, a Material Adverse Effectprevent, materially delay or impair Purchaser’s ability to consummate the transactions contemplated by this Agreement.

Authorization; Noncontravention. (a) Each Seller has Authorization. Such Investor, such Existing Investor and the requisite limited liability company Investors’ Representative have all necessary power and authority, and has taken all limited liability company action necessary authority to execute and deliver this Agreement and all other instruments the Amended and agreements to be delivered by such Seller as contemplated hereby and therebyRestated Stockholder Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, including the authorization by the Investors and the Existing Investors of the Investors’ Representative to take actions on their behalf as set forth in Section 5.05 of this Agreement and Section 2.06 of the Amended and Restated Stockholder Agreement. The execution, delivery and performance by each Seller of this Agreement and all other instruments the Amended and agreements to be delivered by such Seller as contemplated hereby, Restated Stockholder Agreement and the consummation by each Seller such Investor, the Existing Investors and the Investors’ Representative of the transactions contemplated hereby and thereby thereby, including the authorization by the Investors and the performance Existing Investors of its obligations hereunder the Investors’ Representative to take actions on their behalf as set forth in Section 5.05 of this Agreement and thereunder Section 2.06 of the Amended and Restated Stockholder Agreement, have been, been duly and in the case of documents required to be delivered at the Closing will be, duly validly authorized and approved by all necessary limited liability company, member corporate or other action. This Agreement has beenbeen duly executed and delivered by such Investor, the Existing Investors and the Investors’ Representative and (assuming due authorization, execution and delivery by the Company) constitutes, and all other instruments the Amended and agreements to be Restated Stockholder Agreement, when executed and delivered by each Seller as contemplated hereby of the Investors, the Existing Investors and the Investors’ Representative (assuming due authorization, execution and delivery by the Company and any other parties thereto), will beconstitute, duly executed and delivered by each Seller. Assuming that this Agreement and all such other instruments and agreements constitute a valid and binding obligations obligation of Purchaser such Investor, the Existing Investors and each other Person (other than Sellers) party theretothe Investors’ Representative, this Agreement and all such other instruments and agreements constitute valid and binding obligations of each Seller enforceable against such Person Investor, the Existing Investors and the Investors’ Representative in accordance with the terms thereoftheir terms, except to the extent that such enforcement as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or and other similar Laws relating to or affecting the enforcement of creditors’ rights generally and or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at lawLaw). (b) The execution and delivery of this Agreement and all other instruments and agreements to be delivered by each Seller as contemplated hereby do not, 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 bylaws or similar governance documents of each Seller or the Purchased Companies, in each case as amended to the date of this Agreement, (ii) subject to receipt of the consents, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, conflict with or result in a breach of, or constitute a default under, or result in the acceleration of any obligation or loss of any benefits under, any Material Contract or (iii) subject to (x) the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (y) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, contravene any Law or any Order applicable to any Seller or the Purchased Companies, except, in the case of clauses (ii) and (iii) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Authorization; Noncontravention. (a) Each Seller has and its Subsidiaries have the requisite corporate, limited liability company company, partnership or similar power and authority, as applicable, and has have taken all corporate, limited liability company company, partnership or similar action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller and its Subsidiaries as contemplated hereby and thereby, to perform its their respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller and its Subsidiaries, as applicable, of this Agreement and all other instruments and agreements to be delivered by such Seller and its Subsidiaries as contemplated hereby, the consummation by each Seller and its Subsidiaries, as applicable, of the transactions contemplated hereby and thereby and the performance of its their respective obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, duly authorized and approved by all necessary corporate, limited liability company, member partnership, stockholder, member, partner or other action. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller and its Subsidiaries as contemplated hereby will be, duly executed and delivered by each SellerSeller and its Subsidiaries, as applicable. Assuming that this Agreement and all such other instruments and agreements constitute valid and binding obligations of Purchaser and each other Person (other than SellersSeller and its Subsidiaries) party thereto, this Agreement and all such other instruments and agreements constitute valid and binding obligations of each Seller and its Subsidiaries, as applicable, enforceable against such Person in accordance with the terms thereof, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law). (b) The execution and delivery of this Agreement and all other instruments and agreements to be delivered by each Seller and its Subsidiaries as contemplated hereby do not, 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 bylaws by-laws or similar governance documents of each Seller or the Purchased Companiesand its Subsidiaries, as applicable, in each case as amended to the date of this Agreement, (ii) subject to receipt of the consents, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.6 4.3 of the Sellers Seller Disclosure Letter, conflict with or result in a breach of, or constitute a default under, any Assumed Contract or result in other instrument by which the acceleration of any obligation or loss of any benefits under, any Material Contract Purchased Assets are bound or (iii) subject to (x) the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (y) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.2(b) and Section 4.6 4.3 of the Sellers Seller Disclosure Letter, contravene any Law or any Order applicable to any Seller or its Subsidiaries or by which any of the Purchased CompaniesAssets are bound, except, in the case of clauses (ii) and (iii) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Authorization; Noncontravention. (a) Each Seller Vodafone has the requisite limited liability company corporate power and authority, and has taken all limited liability company action necessary authority to execute and deliver this Agreement and the Escrow Agreement (including all other instruments and agreements to be delivered executed pursuant thereto by such Seller as contemplated hereby and therebythe parties thereto), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and the Escrow Agreement (including all other instruments executed pursuant thereto by the parties thereto) by Vodafone and agreements to be delivered by such Seller as contemplated hereby, the consummation by each Seller Vodafone of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of Vodafone. No other corporate action on the part of Vodafone is necessary to authorize the execution, delivery and performance of this Agreement and the performance Escrow Agreement (including all instruments executed pursuant thereto by the parties thereto) by Vodafone and the consummation of its the trans- actions contemplated hereby and thereby. This Agreement and the Escrow Agreement (including all instruments executed pursuant thereto by the parties thereto) have been duly executed and delivered by Vodafone and, assuming that this Agreement and the Escrow Agreement (including all instruments executed pursuant thereto by the parties thereto) constitute valid and binding obligations hereunder of the Verizon Selling Shareholders and thereunder have beenthe Purchasers, and in the case of documents required to be delivered at the Closing will beEscrow Agreement, duly authorized and approved by all necessary limited liability companythe Escrow Agent, member or other action. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller as contemplated hereby will be, duly executed and delivered by each Seller. Assuming that this Agreement and all such other instruments and agreements constitute valid and binding obligations of Purchaser and each other Person (other than Sellers) party theretoVodafone, this Agreement and all such other instruments and agreements constitute valid and binding obligations of each Seller enforceable against such Person Vodafone in accordance with the terms thereofits terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws affecting the enforcement of creditors’ ' rights generally generally, and by general equitable principles (whether considered in a proceeding in equity or at law). (b) principles. The execution and delivery of this Agreement and the Escrow Agreement (including all other instruments and agreements to be delivered executed pursuant thereto by each Seller as contemplated hereby the parties thereto) do not, and the consummation of the transactions contemplated hereby by this Agreement and thereby the Escrow Agreement (including all instruments executed pursuant thereto by the parties thereto) will not not, (i) conflict with any of the provisions of the certificate or articles of incorporation or bylaws by-laws (or similar governance documents comparable documents) of each Seller or the Purchased Companies, in each case Vodafone as amended to the date of this Agreement, (ii) subject to receipt of the consentsconflict with, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, conflict with or result in a breach ofof or default under (with or without notice or lapse of time, or constitute a default under, or result in the acceleration of any obligation or loss of any benefits underboth), any Material Contract to which Vodafone is a party or by which Vodafone or any of its assets is bound or subject, or (iii) subject to (x) the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (y) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter5.5, contravene any Law domestic or foreign law, rule or regulation or any Order applicable to any Seller order, writ, judgment, injunction, decree, determination or the Purchased Companiesaward currently in effect, exceptwhich, in the case of clauses (ii) and (iii) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have not had and would not reasonably be expected to have, individually or in the aggregate, a Vodafone Material Adverse Effect.

Authorization; Noncontravention. (a) Each Seller of Parent and Sub has the requisite limited liability company corporate power and authority, and has taken all limited liability company action necessary authority to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby and therebythe Escrow Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and the Escrow Agreement (including all other instruments executed pursuant thereto by the parties thereto) by Parent and agreements to be delivered by such Seller as contemplated hereby, Sub and the consummation by each Seller Parent and Sub of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, been duly authorized and approved by the respective Boards of Directors of each of Parent and Sub. No other corporate or shareholder action on the part of either Parent or Sub is necessary to authorize the execution, delivery and performance of this Agreement and the Escrow Agreement (including all necessary limited liability company, member or other actioninstruments executed pursuant thereto by the parties thereto) by each of Parent and Sub and the consummation of the transactions contemplated hereby and thereby. This Agreement has been, and the Escrow Agreement (including all other instruments and agreements to be executed and delivered pursuant thereto by each Seller as contemplated hereby will be, the parties thereto) have been duly executed and delivered by each Seller. Assuming of Parent and Sub and, assuming that this Agreement and the Escrow Agreement (including all such other instruments and agreements executed pursuant thereto by the parties thereto) constitute valid and binding obligations of Purchaser the Verizon Selling Shareholders and each other Person (other than Sellers) party theretoVodafone and in the case of the Escrow Agreement, this Agreement and all such other instruments and agreements the Escrow Agent, constitute valid and binding obligations of each Seller of Parent and Sub, enforceable against such Person each of Parent and Sub in accordance with the terms thereoftheir terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws affecting the enforcement of creditors’ ' rights generally generally, and by general equitable principles (whether considered in a proceeding in equity or at law). (b) principles. The execution and delivery of this Agreement and the Escrow Agreement (including all other instruments and agreements to be delivered executed pursuant thereto by each Seller as contemplated hereby the parties thereto) do not, and the consummation of the transactions contemplated hereby by this Agreement and thereby the Escrow Agreement (including all instruments executed pursuant thereto by the parties thereto) will not not, (i) conflict with any of the provisions of the certificate or articles of incorporation or bylaws by-laws (or similar governance documents comparable documents) of each Seller Parent or the Purchased CompaniesSub, in each case as amended to the date of this Agreement, (ii) subject to receipt of the consentsconflict with, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, conflict with or result in a breach of, of or constitute a default under, any Contract to which Parent or result in the acceleration Sub is a party or by which Parent or Sub or any of any obligation their respective assets is bound or loss of any benefits undersubject, any Material Contract or (iii) subject to (x) the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (y) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter6.3, contravene any Law domestic or foreign law, rule or regulation or any Order applicable to any Seller order, writ, judgment, injunction, decree, determination or the Purchased Companiesaward currently in effect, exceptwhich, in the case of clauses (ii) and (iii) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have not had and would not reasonably be expected to have, individually or in the aggregate, a Purchasers Material Adverse Effect.

Authorization; Noncontravention. (a) Each Seller of Parent and MergerCo has the requisite limited liability company corporate power and authority, and has taken all limited liability company action necessary authority to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby and therebyAgreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by each Seller of this Agreement by Parent and all other instruments MergerCo and agreements to be delivered by such Seller as contemplated hereby, the consummation by each Seller of them of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, been duly authorized and approved by all the board of directors of each of Parent and MergerCo and by Parent as the sole stockholder of MergerCo. No other corporate action on the part of either Parent or MergerCo is necessary limited liability companyto authorize the execution, member or delivery and performance of this Agreement by each of Parent and MergerCo and the consummation of the transactions contemplated hereby (other actionthan the filing of the Certificate of Merger). This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller as contemplated hereby will be, been duly executed and delivered by each Seller. Assuming of Parent and MergerCo and, assuming that this Agreement and all such other instruments and agreements constitute constitutes a valid and binding obligations obligation of Purchaser and each other Person (other than Sellers) party theretothe Company, this Agreement and all such other instruments and agreements constitute constitutes a valid and binding obligations obligation of each Seller of Parent and MergerCo, enforceable against such Person each of Parent and MergerCo in accordance with the terms thereofits terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws affecting the enforcement of creditors’ rights generally generally, and by general equitable principles (whether considered in a proceeding in equity or at law). (b) principles. The execution and delivery of this Agreement and all other instruments and agreements to be delivered by each Seller as contemplated hereby do not, and the consummation of the transactions contemplated hereby and thereby by this Agreement will not not, (ia) conflict with any of the provisions of the certificate of incorporation or bylaws by-laws of Parent or similar governance documents of each Seller or the Purchased CompaniesMergerCo, in each case as amended to the date of this Agreement, (iib) subject to receipt of the consentsconflict with, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, conflict with or result in a breach ofof or default under (with or without notice or lapse of time, or constitute both) any material contract, agreement, indenture, mortgage, deed of trust, lease or other instrument to which Parent or MergerCo is a default under, party or result in the acceleration by which Parent or MergerCo or any of any obligation their assets is bound or loss of any benefits under, any Material Contract subject or (iiic) subject to (x) the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (y) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, contravene any Law or any Order applicable to any Seller or the Purchased Companies, except, in the case of clauses (ii) and (iii) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.Section

Authorization; Noncontravention. (a) Each Seller of the Verizon Selling Shareholders has the requisite limited liability company corporate power and authority, and has taken all limited liability company action necessary authority to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby and therebyEscrow Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and the Escrow Agreement (including all other instruments executed pursuant thereto by the parties thereto) by each of the Verizon Selling Shareholders and agreements to be delivered by such Seller as contemplated hereby, the consummation by each Seller of them of the transactions contemplated thereby have been duly authorized and approved by Verizon's Boards of Directors. No other corporate action on the part of Verizon or any of the Verizon Selling Shareholders is necessary to authorize the execution, delivery and performance of this Agreement and the Escrow Agreement (including all instruments executed pursuant thereto by the parties thereto) by the Verizon Selling Shareholders and the consummation of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, duly authorized and approved by all necessary limited liability company, member or other actionthereby. This Agreement has been, and the Escrow Agreement (including all other instruments and agreements to be executed and delivered pursuant thereto by each Seller as contemplated hereby will be, the parties thereto) have been duly executed and delivered by each Seller. Assuming of the Verizon Selling Shareholders and, assuming that this Agreement and the Escrow Agreement (including all such other instruments and agreements executed pursuant thereto by the parties thereto) constitute valid and binding obligations of Purchaser Vodafone, the Purchasers and each other Person (other than Sellers) party theretothe Escrow Agent, this Agreement and all such other instruments and agreements constitute valid and binding obligations of each Seller of the Verizon Selling Shareholders, enforceable against such Person each of them in accordance with the terms thereoftheir respective terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws affecting the enforcement of creditors’ ' rights generally generally, and by general equitable principles (whether considered in a proceeding in equity or at law). (b) principles. The execution and delivery of this Agreement and the Escrow Agreement (including all other instruments and agreements to be delivered executed pursuant thereto by each Seller as contemplated hereby the parties thereto) do not, and the consummation of the transactions contemplated hereby by this Agreement and thereby the Escrow Agreement (including all instruments executed pursuant thereto by the parties thereto) will not not, (i) conflict with any of the provisions of the certificate or articles of incorporation or bylaws by-laws (or similar governance documents comparable documents) of each Seller or any of the Purchased CompaniesVerizon Selling Shareholders, in each case as amended to the date of this Agreement, (ii) subject to receipt of the consentsconflict with, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, conflict with or result in a breach of, of or constitute a default under, any Contract to which any of the Verizon Selling Shareholders is a party or result in by which any of the acceleration Verizon Selling Shareholders or any of any obligation their respective assets is bound or loss of any benefits undersubject, any Material Contract or (iii) subject to (x) the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (y) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter4.5, contravene any Law domestic or foreign law, rule or regulation or any Order applicable to any Seller order, writ, judgment, injunction, decree, determination or the Purchased Companiesaward currently in effect, exceptwhich, in the case of clauses (ii) and (iii) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have not had and would not reasonably be expected to have, individually or in the aggregate, a Verizon Selling Shareholders Material Adverse Effect.

Authorization; Noncontravention. (a) Each Seller of Parent and Merger Sub has the requisite limited liability company corporate power and authority, authority (or the equivalent thereof) and has taken all limited liability company corporate or other action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller Parent and Merger Sub as contemplated hereby and therebyhereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller Parent and Merger Sub of this Agreement and all other instruments and agreements to be delivered by such Seller Parent and Merger Sub as contemplated hereby, the consummation by each Seller it of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, been duly authorized and approved by all necessary limited liability companythe board of directors (or similar governing body) of Parent and Merger Sub, member or other actionas applicable. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller Parent and Merger Sub as contemplated hereby will be, duly executed and delivered by each SellerParent and Merger Sub. Assuming that this Agreement and all such other instruments and agreements constitute constitutes a valid and binding obligations of Purchaser the Company, the Shareholders’ Representative and each other Person (other than SellersParent and Merger Sub) party theretohereto, this Agreement constitutes a valid and binding obligations of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally, and by general equitable principles. Assuming that all such other instruments and agreements to be delivered by Parent and Merger Sub as contemplated hereby constitute valid and binding obligations of the Company, Shareholders’ Representative and each Seller other Person (other than Parent and Merger Sub) party thereto, such instruments and agreements will constitute valid and binding obligations of Parent and Merger Sub enforceable against such Person Parent and Merger Sub in accordance with the terms thereoftheir terms, except to the extent that as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law)principles. (b) The execution and delivery of this Agreement and all other instruments and agreements to be delivered by each Seller Parent and Merger Sub as contemplated hereby do not, and the consummation of the transactions contemplated hereby and thereby will not not, (i) conflict with any of the provisions of the certificate articles of incorporation or bylaws (or similar governance documents governing documents) of each Seller or the Purchased CompaniesParent and Merger Sub, in each case as amended to the date of this Agreement, (ii) subject to receipt of the consents, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, conflict with or result in a breach of, or constitute a default under, or result in the acceleration of any obligation or loss of any benefits under, any Material Contract or other instrument to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective properties or assets are bound or (iii) subject to (x) the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (y) receipt of the consents, consents approvals, authorizations, declarations, filings and notices referred to in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter4.03, contravene any Law or any Order applicable to Parent or by which any Seller of its properties or the Purchased Companies, except, assets are bound except (in the case of clauses (ii) and (iii) above, ) for such conflicts, breachesviolations, defaults, consents, approvals, authorizations, declarations, filings breaches or notices defaults which have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectmaterial adverse effect on the ability of Parent to consummate the transactions contemplated hereby.

Authorization; Noncontravention. (a) Each Seller of Parent and Merger Sub has the requisite limited liability company corporate power and authority, and has taken all limited liability company corporate action necessary or required, to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby and therebyAgreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by each Seller of this Agreement by Parent and all other instruments and agreements to be delivered by such Seller as contemplated herebyMerger Sub, the consummation by each Seller of them of the transactions contemplated hereby and thereby and the performance by each of its them of their respective obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, been duly authorized and approved approved. No other corporate action on the part of either of Parent or Merger Sub is necessary to authorize the execution, delivery and performance of this Agreement by all necessary limited liability company, member or other actioneach of Parent and Merger Sub and the consummation of the transactions contemplated hereby. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller as contemplated hereby will be, been duly executed and delivered by each Seller. Assuming of Parent and Merger Sub and, assuming that this Agreement and all such other instruments and agreements constitute constitutes a valid and binding obligations obligation of Purchaser and each other Person (other than Sellers) party theretothe Company, this Agreement and all such other instruments and agreements constitute constitutes a valid and binding obligations obligation of each Seller of Parent and Merger Sub, enforceable against such Person each of Parent and Merger Sub in accordance with the terms thereofits terms, except to the extent that such enforcement its enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws affecting the enforcement of creditors’ rights generally generally, and by general equitable principles (whether considered in a proceeding in equity or at law)principles. (b) The execution and delivery of this Agreement and all other instruments and agreements to be delivered by each Seller as contemplated hereby do not, and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby by this Agreement will not not, (i) conflict with any of the provisions of the certificate of incorporation or bylaws or similar governance documents of each Seller Parent or the Purchased Companiescertificate of incorporation or bylaws of Merger Sub, in each case as amended to the date of this Agreementhereof, (ii) subject to receipt of the consents, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.6 of required under the Sellers Disclosure LetterAntitrust Laws, conflict with or with, result in a breach ofof or default under (including a breach due to the failure to notify or obtain the prior consent or waiver of any Person), or constitute give rise to a default underright to modify or terminate, or result in the acceleration of accelerate any obligation under any material contract to which Parent or loss of any benefits under, any Material Contract Merger Sub is a party or (iii) subject to (x) the applicable requirements of filings required under the HSR Act and any other applicable Antitrust Laws and (y) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.2(b) and Section 4.6 of the Sellers Disclosure LetterLaws, contravene any Law or any Order applicable to any Seller or the Purchased Companiescurrently in effect, exceptwhich, in the case of clauses (ii) and (iii) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have not had and would not be reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effectmaterial adverse effect on Parent or Merger Sub or their ability to consummate the transactions contemplated by this Agreement.

Authorization; Noncontravention. (a) Each Seller Parent Guarantor has the requisite limited liability company corporate power and authority, authority and has taken all limited liability company corporate action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby and therebyAgreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by each Seller of this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated herebyParent Guarantor, the consummation by each Seller it of the transactions contemplated hereby and thereby and the performance by it of its obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, been duly authorized and approved by all the board of directors of Parent Guarantor. No other corporate action on the part of Parent Guarantor is necessary limited liability companyto authorize the execution, member or other actiondelivery and performance of this Agreement by Parent Guarantor and the consummation of the transactions contemplated hereby. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller as contemplated hereby will be, been duly executed and delivered by each Seller. Assuming Parent Guarantor and, assuming that this Agreement and all such other instruments and agreements constitute constitutes a valid and binding obligations obligation of Purchaser and each other Person (other than Sellers) party theretothe Company, this Agreement and all such other instruments and agreements constitute constitutes a valid and binding obligations obligation of each Seller Parent Guarantor, enforceable against such Person Parent Guarantor in accordance with the terms thereofits terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws affecting the enforcement of creditors’ rights generally generally, and by general equitable principles (whether considered in a proceeding in equity or at law). (b) principles. The execution and delivery of this Agreement and all other instruments and agreements to be delivered by each Seller as contemplated hereby do not, and the consummation of the transactions contemplated hereby and thereby by this Agreement will not not, (ia) conflict with any of the provisions of the certificate or articles of incorporation or bylaws by-laws (or similar governance documents other comparable documents) of each Seller or the Purchased CompaniesParent Guarantor, in each case as amended to the date of this Agreement, (iib) subject to receipt of the consentsconflict with, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, conflict with or result in a breach ofof or default under (with or without notice or lapse of time, or constitute both) or give rise to a default right of termination, cancellation or acceleration of any obligation or to loss of a benefit under, or result in the acceleration creation of any obligation Lien upon any of the properties or loss assets of any benefits Parent Guarantor under, any Material Contract to which Parent Guarantor is a party or by which Parent Guarantor or any of its assets is bound or subject, or (iiic) subject to (x) the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (y) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, contravene any Law or any Order applicable to any Seller or the Purchased Companies, except, currently in the case of clauses (ii) and (iii) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effecteffect.

Authorization; Noncontravention. (a) Each Seller Parent has the requisite limited liability company corporate power and authority, and has taken all limited liability company corporate action necessary or required, to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby and therebyAgreement, to perform its obligations hereunder and thereunder to consummate the transactions contemplated hereby. Merger Sub has the requisite corporate power and authority, and has taken all corporate action necessary or required, to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by each Seller of this Agreement by Parent and all other instruments and agreements to be delivered by such Seller as contemplated herebyMerger Sub, the consummation by each Seller of them of the transactions contemplated hereby and thereby and the performance by each of its them of their respective obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, been duly authorized and approved approved. No other action on the part of either of Parent or Merger Sub is necessary to authorize the execution, delivery and performance of this Agreement by all necessary limited liability company, member or other actioneach of Parent and Merger Sub and the consummation of the transactions contemplated hereby. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller as contemplated hereby will be, been duly executed and delivered by each Seller. Assuming of Parent and Merger Sub and, assuming that this Agreement and all such other instruments and agreements constitute constitutes a valid and binding obligations obligation of Purchaser and each other Person (other than Sellers) party theretothe Company, this Agreement and all such other instruments and agreements constitute constitutes a valid and binding obligations obligation of each Seller of Parent and Merger Sub, enforceable against such Person each of Parent and Merger Sub in accordance with the terms thereofits terms, except to the extent that such enforcement its enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law)principles. (b) The execution and delivery of this Agreement and all other instruments and agreements to be delivered by each Seller as contemplated hereby do not, and the consummation of the transactions contemplated hereby and thereby by this Agreement will not not, (i) conflict with any of the provisions of the certificate of incorporation or bylaws or similar governance documents by-laws of each Seller Parent or the Purchased Companiescertificate of incorporation or bylaws of Merger Sub, in each case as amended to the date of this Agreementhereof, (ii) subject to receipt of the consents, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, conflict with or result in a breach of, of or constitute default under (including a default under, breach due to the failure to notify or result in obtain the acceleration prior consent or waiver of any obligation Person) any contract to which Parent or loss Merger Sub is a party or by which Parent or Merger Sub or any of any benefits under, any Material Contract their respective assets is bound or subject or (iii) subject to (x) the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (y) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, contravene any domestic or foreign Law or any Order applicable to any Seller or the Purchased Companiescurrently in effect, exceptwhich, in the case of clauses (ii) and (iii) aboveabove (A) prevent or result in any delay of the consummation of the transactions contemplated hereby, for such conflicts(B) have a material adverse effect on Parent or Merger Sub, breachesor (C) result in any liability to the Company, defaultsMerger Sub, consents, approvals, authorizations, declarations, filings any Stockholder or notices which have not had and would not reasonably be expected to have, individually or Warrantholder in the aggregate, a Material Adverse Effectconnection therewith.

Authorization; Noncontravention. (a) Each Seller has the requisite limited liability company power and authority, legal capacity and has taken all limited liability company action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby and therebyhereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. There are no restrictions on the Trustee of any Trust Seller that would restrict such Trust Seller from entering into, and such Trustee is duly authorized on behalf of such Trust Seller to enter into, this Agreement and all other instruments and agreements to be delivered by such Trust Seller as contemplated hereby. The execution, delivery and performance by each Seller of this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby, the consummation by each Seller the Sellers of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, duly authorized and approved by all necessary limited liability company, member or other action. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller the Sellers as contemplated hereby will be, duly executed and delivered by each Sellerthe Sellers. Assuming that this Agreement and all such other instruments and agreements constitute constitutes a valid and binding obligations obligation of the Purchaser and each other Person (other than the Sellers) party thereto, this Agreement and all such other instruments and agreements constitute constitutes a valid and binding obligations obligation of the Sellers enforceable against each Seller enforceable against such Person in accordance with the terms thereofits terms, except to the extent that as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles principles. Assuming that all other instruments and agreements to be delivered by the Sellers’ Representative as contemplated hereby and thereby constitute valid and binding obligations of the Purchaser and each other Person (whether considered other than the Sellers) party thereto, such instruments and agreements will constitute valid and binding obligations of the Sellers enforceable against each Seller in a proceeding in equity accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or at law)other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles. (b) The Trustee of each Trust Seller is the sole duly appointed and presently acting trustee of such Trust Seller. The governing documents of each Trust Seller are currently in full force and effect, pursuant to its respective terms. No beneficiary, creditor or trustee of any Trust Seller has any material outstanding claims (whether asserted or unmatured) against such Trust Seller or against any past or current trustee or other fiduciary of such Trust Seller that may potentially be satisfied, in whole or in part, by the assets of such Trust Seller. (c) The execution and delivery of this Agreement and all other instruments and agreements to be delivered by each Seller as contemplated hereby do not, 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 bylaws by‑laws or similar governance equivalent charter documents of each Seller or the Purchased CompaniesCompany, in each case as amended to the date of this Agreement, or the governing documents of any of the Trust Sellers, (ii) subject to receipt create any Lien (other than Permitted Liens) upon any of the consentsproperties or assets of any Seller, approvalsthe Company or any of its Subsidiaries, authorizations, declarations, filings and notices set forth in Section 4.2(b(iii) and Section 4.6 of the Sellers Disclosure Letter, conflict with or result in a breach of, or constitute a default under, or result in the acceleration of any obligation or loss of any benefits under, any Material Contract or other instrument to which any Seller, the Company or any of its Subsidiaries is a party or by which any of their respective properties or assets are bound, or (iiiiv) subject to (xA) the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (yB) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.2(b3.02(b) and Section 4.6 of the Sellers Seller Disclosure Letter, contravene any Contract, Law or any Order applicable to any Seller Seller, the Company or the Purchased Companiesany of its Subsidiaries or by which any of their respective properties or assets are bound, except, in the case of clauses (ii), (iii) and (iiiiv) above, for such Liens, conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have not had and would not reasonably be expected to havebe, individually or in the aggregate, a Material Adverse Effectmaterial to the Company.

Authorization; Noncontravention. (a) Each Seller has the requisite limited liability company power The execution, delivery and authority, and has taken all limited liability company action necessary to execute and deliver performance of this Agreement and all other instruments and agreements of the Related Agreements to be delivered which such Seller Group Member is a party have been duly authorized by such Seller as contemplated hereby Group Member and therebyno other act or other proceeding on the part of such Seller Group Member or its board of directors, board of managers, managing member, trustee or equivalent governing body, if applicable, is necessary to authorize the execution, delivery or performance by such Seller Group Member of this Agreement or the Related 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 by each Seller of this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby, the consummation by each Seller of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, duly authorized and approved by all necessary limited liability company, member or other actionthereunder. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller as contemplated hereby will be, been duly executed and delivered by each Seller. Assuming that this Agreement such Seller Group Member and all such other instruments and agreements constitute constitutes a valid and binding obligations obligation of Purchaser and each other Person (other than Sellers) party theretosuch Seller Group Member, this Agreement and all such other instruments and agreements constitute valid and binding obligations of each Seller enforceable against such Person in accordance with the its terms thereof, (except to the extent that such enforcement as enforceability may be limited or affected by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar Laws of general application relating to or affecting the enforcement rights of creditors’ creditors and except as enforceability may be limited by rules of Law governing specific performance, injunctive relief or other equitable remedies), and each of the Related Agreements to which such Seller Group Member is or will be a party, when executed and delivered by such Seller Group Member in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation of such Seller Group Member, enforceable in accordance with its respective terms (except as enforceability may be limited or affected by applicable bankruptcy, insolvency, reorganization or other Laws of general application relating to or affecting the rights generally of creditors and except as enforceability may be limited by general rules of Law governing specific performance, injunctive relief or other equitable principles (whether considered in a proceeding in equity or at lawremedies). (b) The . With respect to such Seller Group Member, the execution and delivery by such Seller Group Member of this Agreement and all other instruments and agreements of the Related Agreements to which such Seller Group Member is or will be delivered by each Seller as contemplated hereby do not, a party and the consummation fulfillment of and compliance with the transactions contemplated hereby respective terms hereof and thereby will thereof by such Seller Group Member do not and shall not (i) conflict with any of the provisions of the certificate of incorporation or bylaws or similar governance documents of each Seller or the Purchased Companies, in each case as amended to by itself or together with the date occurrence or failure of this Agreement, another event (iiincluding the passage of time)) subject to receipt of the consents, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b(a) and Section 4.6 of the Sellers Disclosure Letter, conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under (whether with or without the passage of time, the giving of notice or both), (c) result in the creation of any Encumbrance upon the Transferred Companies’ units, shares, capital stock, share capital or other equity securities or assets pursuant to, (d) give any third party the right to modify, terminate or accelerate any obligation under, (e) result in a violation of, or constitute a default under(f) require any authorization, consent, approval, exemption or other action of or by or notice or declaration to, or result in the acceleration of any obligation or loss of any benefits underfiling with, any Material Contract or (iii) subject to (x) the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (y) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, contravene any Law third party or any Order applicable Governmental Authority pursuant to, such Seller Group Member’s respective charter documents, by-laws, operating agreement, memorandum of association or other constituent documents, if applicable, or any Law, any agreement, instrument, license, permit, order, judgment or decree to which such Seller Group Member is subject (other than this Agreement and the Related Agreements). With respect to such Seller Group Member, such Seller Group Member is not a party to or bound by any written or oral agreement or understanding with respect to a Company Transaction (other than this Agreement), and such Seller or the Purchased Companies, except, in the case of clauses Group Member has terminated all discussions with third parties (iiother than with Buyer and its Affiliates) and (iii) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectregarding Company Transactions.

Authorization; Noncontravention. (a) Each Seller Company has the requisite limited liability company corporate power and authorityauthority to enter into and to perform their respective obligations under this Agreement, the Transaction Documents and has taken all limited liability company action necessary to execute each of the agreements certificates and deliver this Agreement and all other instruments and agreements documents required to be delivered by such Seller as contemplated hereby and thereby, the Company pursuant to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyterms of this Agreement. The execution, delivery and performance by each Seller of this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby, the consummation by each Seller of the transactions contemplated hereby Transaction Documents to which the Company is a party have been duly authorized by the Company, and thereby and no other act (corporate or otherwise) or other proceeding on the part of the Company is necessary to authorize the execution, delivery or performance of its obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, duly authorized and approved by all necessary limited liability company, member or other action. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller as contemplated hereby will be, duly executed and delivered by each Seller. Assuming that this Agreement and all such other instruments and agreements constitute valid and binding obligations of Purchaser and each other Person (other than Sellers) party thereto, this Agreement and all such other instruments and agreements constitute valid and binding obligations of each Seller enforceable against such Person in accordance with the terms thereof, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law). (b) The execution and delivery of this Agreement and all other instruments and agreements to be delivered by each Seller as contemplated hereby do not, Transaction Documents and the consummation of the transactions contemplated hereby or thereby. This Agreement has been duly executed and thereby delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms, and each of the other Transaction Documents to which the Company is a party, when executed and delivered by the Company in accordance with the terms hereof and thereof, and (assuming due authorization, execution and delivery by the Purchaser Parties of this Agreement and each other Transaction Document to which a Purchaser Party is a party) shall each constitute a valid and binding obligation of the Company, enforceable in accordance with its respective terms. The Company has full power and authority to convey good and marketable title to all of the Acquired Assets to be sold by the Company hereunder, and upon transfer of such Acquired Asset to Pearsanta, and, ▇▇▇▇▇▇▇▇▇ will receive good and marketable title to the Acquired Assets, free and clear of all Encumbrances. (b) Except as set forth in Schedule 3.2(b) of the Company Disclosure Schedule, the execution and delivery by Company of this Agreement and all of the other Transaction Documents to which Company is a party and the fulfillment of and compliance with the respective terms hereof and thereof by the Company do not (with or without the giving of notice, the lapse of time, or both) (i) conflict with any of the provisions of the certificate of incorporation or bylaws or similar governance documents of each Seller or the Purchased Companies, in each case as amended to the date of this Agreement, (ii) subject to receipt of the consents, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under (whether with or without the passage of time, the giving of notice or both), (iii) result in the creation of any Lien upon the Acquired Assets or the Business, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of, or constitute a default under(vi) require any authorization, consent, approval, exemption or other action of or by or notice or declaration to, or result in the acceleration of any obligation or loss of any benefits underfiling with, any Material Contract or (iii) subject to (x) the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (y) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, contravene any Law third party or any Order applicable Governmental Authority pursuant to such Company’s Governing Documents, or any Seller Law, statute, rule or regulation to which the Purchased CompaniesCompany is subject, exceptor any Material Contract, in permit, order, judgment or decree to which the case of clauses (ii) and (iii) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectCompany is are subject.

Authorization; Noncontravention. (a) Each Seller has the requisite limited liability company power and authority, and has taken all limited liability company action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and all of the other agreements and instruments and agreements contemplated hereby to be delivered by such Seller as contemplated herebywhich Holding is a party (including, without limitation, the Stock Option Agreement) have been duly authorized by Holding, and no other corporate act or other proceeding on the part of Holding or its board of directors is necessary to authorize the execution, delivery or performance of this Agreement or the other agreements contemplated hereby (including, without limitation, the Stock Option Agreement) and the consummation by each Seller of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, duly authorized and approved by all necessary limited liability company, member or other actionthereby. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller as contemplated hereby will be, been duly executed and delivered by each Seller. Assuming that this Agreement Holding and, assuming due execution by SANZ and all such other instruments and agreements constitute Merger Sub, as applicable, constitutes a valid and binding obligations obligation of Purchaser and each other Person (other than Sellers) party theretoHolding, this Agreement and all such other instruments and agreements constitute valid and binding obligations of each Seller enforceable against such Person in accordance with the terms thereofits terms, except to the extent that such enforcement may as enforceability shall be limited by a court of competent jurisdiction in a proceeding under applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding enforcement is sought by proceedings in equity or at law). , and each of the other agreements and instruments contemplated hereby to which Holding is a party (b) The including, without limitation, the Stock Option Agreement), when executed and delivered by Holding, in accordance with the terms hereof and thereof and, assuming due execution by SANZ and Merger Sub, as applicable, shall each constitute a valid and binding obligation of Holding, enforceable in accordance with its respective terms, except as enforceability shall be limited by a court of competent jurisdiction in a proceeding under applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally (whether enforcement is sought by proceedings in equity or at law). Except as set forth on the attached Holding Restrictions Schedule, the execution and delivery by Holding of this Agreement and all of the other agreements and instruments and agreements to be delivered by each Seller as contemplated hereby do notto which Holding is a party (including, without limitation, the Stock Option Agreement) and the consummation fulfillment of and compliance with the transactions contemplated hereby respective terms hereof and thereby will thereof by Holding does not and shall not (ia) conflict with any of the provisions of the certificate of incorporation or bylaws or similar governance documents of each Seller or the Purchased Companies, in each case as amended to the date of this Agreement, (ii) subject to receipt of the consents, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under (whether with or without the passage of time, the giving of notice or both), (c) result in the creation of any Lien upon Holding’s or any of its Subsidiaries’ capital stock or assets pursuant to, (d) give any third party the right to modify, terminate or accelerate any obligation under, (e) result in a violation of, or constitute a default under(f) require any authorization, consent, approval, exemption or other action of or by or notice or declaration to, or result in the acceleration of any obligation or loss of any benefits underfiling with, any Material Contract third party or any court or administrative or governmental body or agency pursuant to, (i) Holding’s or any of its Subsidiaries’ charter documents, bylaws or other constituent documents, or (ii) any law, statute, rule or regulation to which Holding or any of its Subsidiaries is subject, or (iii) subject any material agreement, instrument, license, permit, order, judgment or decree to which Holding is subject. Neither Holding nor any of its Subsidiaries is a party to or bound by any written or oral agreement or understanding with respect to a Third Party Transaction other than this Agreement, and each such Person has terminated all discussions with third parties (xother than with SANZ and Merger Sub) the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (y) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, contravene any Law or any Order applicable to any Seller or the Purchased Companies, except, in the case of clauses (ii) and (iii) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectregarding Third Party Transactions.

Authorization; Noncontravention. (a) Each Seller has the requisite corporate, limited liability company company, partnership or similar power and authority, as applicable, and has taken all corporate, limited liability company company, partnership or similar action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby and thereby, to perform its their respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby, the consummation by each Seller of the transactions contemplated hereby and thereby and the performance of its their respective obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, duly authorized and approved by all necessary corporate, limited liability company, member partnership, stockholder, member, partner or other action. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller as contemplated hereby will be, duly executed and delivered by each Seller. Assuming that this Agreement and all such AMERICAS 92199813 (2K) -19- other instruments and agreements constitute valid and binding obligations of Purchaser and each other Person (other than Parent, Sellers) party thereto, this Agreement and all such other instruments and agreements constitute valid and binding obligations of each Seller enforceable against such Person in accordance with the terms thereof, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law). (b) The execution and delivery of this Agreement and all other instruments and agreements to be delivered by each Seller as contemplated hereby do not, and the consummation of the transactions contemplated hereby and thereby will not (i) conflict with any of the provisions of the certificate of incorporation formation or bylaws operating agreement or similar governance documents of each Seller or the Purchased Companies, in each case as amended to the date of this Agreement, (ii) subject to receipt of the consents, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.6 4.3 of the Sellers Disclosure Letter, conflict with or result in a breach of, or constitute a default under, or result in the acceleration of any obligation or loss of any benefits under, or the creation of any Material Lien other than Permitted Liens upon, any Contract or other instrument to which Sellers are party or by which Sellers or any of their properties, including the Purchased Assets, are bound or (iii) subject to (x) the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (y) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.2(b) and Section 4.6 4.3 of the Sellers Disclosure Letter, contravene any Law or any Order applicable to any each Seller or by which any of the Purchased CompaniesAssets are bound, except, in the case of clauses (ii) and (iii) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) Parent has the requisite corporate power and authority and has taken all corporate action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by Parent as contemplated hereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Parent of this Agreement and all other instruments and agreements to be delivered by Parent as contemplated hereby, the consummation by Parent of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, duly authorized and approved by all necessary corporate, stockholder or other action. This Agreement has been, and all other instruments and agreements to be executed and delivered by Parent as contemplated hereby will be, duly executed and delivered by Parent. Assuming that this Agreement and all such other instruments and agreements constitute valid and binding obligations of Purchaser and each other Person (other than Parent and Sellers) party thereto, this Agreement and all such other instruments and agreements constitute valid and binding obligations of Parent enforceable against Parent in accordance with the terms thereof, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law). (d) The execution and delivery of this Agreement and all other instruments and agreements to be delivered by Parent as contemplated hereby do not, 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 of Parent, as amended to the date of this Agreement, (ii) subject to receipt of the consents, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.3 of the Sellers Disclosure Letter, conflict with or result in a breach of, or constitute a default under, or result in the acceleration of any obligation or loss of any benefits under or the creation of any Lien upon, any Contract or other instrument to which Parent is a party or by which Parent or any of its properties or assets, or the JV Assets are bound or (iii) subject to (x) the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (y) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.3 of the Sellers Disclosure Letter, contravene any Law or any Order applicable to Parent or by which any of the JV Assets are bound, except, in the case of clauses (ii) and (iii) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Authorization; Noncontravention. (a) Each Seller The Company has the requisite limited liability company corporate power and authority, authority and has taken all limited liability company corporate action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby and therebyAgreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by each Seller of this Agreement by the Company, and all other instruments and agreements to be delivered the consummation by such Seller as it of the transactions contemplated hereby, have been duly and validly authorized and approved by the Board, and the Board has duly (i) determined that this Agreement and the Merger is fair to, and in the best interests of the Equityholders, (ii) approved this Agreement and declared that the Merger is advisable, (iii) recommended the acceptance of the Merger and the adoption of this Agreement by the Stockholders and Preferred Stock Holders and (iv) directed that this Agreement be submitted for consideration by the Company’s stockholders (collectively, the “Company Board Recommendations”). No other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement by the Company and the consummation by each Seller of the transactions contemplated hereby (other than the Stockholder and thereby and the performance of its obligations hereunder and thereunder have been, and Preferred Stock Holder approvals specified in the case of documents required to be delivered at the Closing will be, duly authorized and approved by all necessary limited liability company, member or other actionclause (c) below). This Agreement has been, been duly and all other instruments and agreements to be validly executed and delivered by each Seller as contemplated hereby will bethe Company and, duly executed and delivered by each Seller. Assuming assuming that this Agreement and all such other instruments and agreements constitute constitutes a valid and binding obligations obligation of Purchaser Parent and each other Person (other than Sellers) party theretoMerger Sub, this Agreement and all such other instruments and agreements constitute constitutes a legal, valid and binding obligations obligation of each Seller the Company enforceable against such Person the Company in accordance with the terms thereofits terms, except to the extent that such enforcement its enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law). (b) principles. The execution and delivery of this Agreement and all other instruments and agreements to be delivered by each Seller as contemplated hereby do not, and the performance of this Agreement by the Company and the consummation of the transactions contemplated hereby and thereby by this Agreement will not not, (ia) conflict with or violate any of the provisions of the Company’s certificate of incorporation or bylaws by-laws or similar governance documents other equivalent charter documents, as applicable, of each Seller the Company or any of the Purchased CompaniesCompany Subsidiaries, in each case case, as amended to the date of this Agreement, or (iib) subject to receipt of the consents, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, conflict with or result in a breach of, or constitute a default under, or result in the acceleration of any obligation or loss of any benefits under, any Material Contract or (iii) subject to (x) the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (y) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter3.4, contravene conflict with or violate any domestic or foreign Law or any Order applicable to any Seller or the Purchased Companiescurrently in effect, exceptwhich, in the case of clauses this clause (ii) and (iii) aboveb), for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have not had and would not be reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect. (b) The execution and delivery of this Agreement do not, and the performance of this Agreement by the Company and the consummation of the transactions contemplated by this Agreement will not, subject to the consents, approvals, authorizations, declarations, filings and notices referred to in Section 3.4, conflict with or result in a breach or violation of, or default (with or without notice or lapse of time or both) under, or give rise to a right of, or result in, termination, amendment, acceleration or cancellation of, or result in the creation of a Lien in or upon any property or asset of the Company or any of its Subsidiaries under any provision in any contract, agreement, indenture, mortgage, deed of trust, lease or other instrument to which Company or any Company Subsidiary is a party or by which Company or any Company Subsidiary or any of their respective assets is bound or subject, except as would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. (c) The only vote or consent of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement is the adoption of this Agreement by holders of a majority of the outstanding shares of the common stock of the Company and the Preferred Stock entitled to vote thereon as of the Record Date, voting together as one class, by affirmative vote or written consent (collectively, the “Stockholder Approval”). The only other vote or consent of the holders of any class or series of capital stock of the Company necessary to approve this Agreement and the Conversion is the approval by holders of a majority of the outstanding shares of the Preferred Stock of the Company entitled to vote thereon as of the Record Date, voting separately as a class, by affirmative vote or written consent (collectively, the “Conversion Approval”). Once delivered to the secretary of the Company, the Written Consents of the Consenting Stockholders will constitute, alone and without any other vote or consent of any other Stockholder, the Stockholder Approval and the Conversion Approval. Each Consenting Stockholder who delivers a Written Consent will have, pursuant to such Written Consent, duly and validly (i) waived any required notice of the vote or consent to (A) approve and adopt this Agreement and the consummation of the transactions contemplated by this Agreement and (B) established the date for the Conversion, (ii) waived any period that is required to elapse before the Closing and (iii) consented, for all purposes (including under the Certificate of Incorporation, the DGCL and any Contract or other Law pursuant to which such Person may have rights or be bound), to the execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated hereby, including the Conversion. (d) The Record Date is the record date under the DGCL, the Certificate of Incorporation and the Bylaws for purposes of determining (x) Stockholders of the Company entitled to give written consents with respect to the Stockholder Approvals and (y) holders of Preferred Stock of the Company entitled to give written consents with respect to the Conversion Approvals. Each advance stockholder notice requirement under any applicable Law, the Certificate of Incorporation, the Company by-laws and any other Contract to which the Company may be bound for (i) the Record Date, (ii) the execution and delivery of this Agreement, (iii) the vote or consent to approve and adopt this Agreement, (iv) the Conversion and (v) the consummation of the Merger and the other transactions contemplated by this Agreement, in each case has been, or will be upon delivery of the Written Consents, duly and validly waived.

Authorization; Noncontravention. (a) Each Seller Purchaser has the requisite limited liability company corporate power and authority, and has taken all limited liability company action necessary authority to execute and deliver this Agreement and all each other instruments and agreements Transaction Document to be executed and delivered by such Seller as contemplated hereby and therebyPurchaser, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement, and of each other Transaction Document to be executed and delivered by each Seller of this Agreement Purchaser, and all other instruments and agreements to be delivered by such Seller as contemplated hereby, the consummation by each Seller Purchaser of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder thereby, have been, and in the case of documents required to be delivered at the Closing will be, been duly authorized and approved by all necessary limited liability companyaction (corporate or otherwise) on the part of Purchaser, member and no other action (corporate or otherwise) on the part of such Purchaser is necessary to authorize the execution, delivery and performance of this Agreement and such other actionTransaction Documents by such Purchaser and the consummation of the transactions contemplated hereby and thereby. This Agreement has been, and all each other instruments and agreements Transaction Document to be executed and delivered by each Seller as contemplated hereby such Purchaser, when delivered in accordance with the terms hereof, will be, duly executed and delivered by each Seller. Assuming Purchaser and, assuming that this Agreement and all each such other instruments and agreements constitute Transaction Document constitutes a valid and binding obligations obligation of Purchaser and each other Person (other than Sellers) party thereto, this Agreement and all such other instruments and agreements constitute constitutes a valid and binding obligations obligation of each Seller such Purchaser, enforceable against such Person Purchaser in accordance with the terms thereofits terms, except to the extent that such enforcement its enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether considered in a proceeding in equity or at law). (b) principles. The execution and delivery and performance of this Agreement and all other instruments and agreements to be delivered by each Seller as contemplated hereby such Purchaser do not, and the consummation execution and delivery and performance by such Purchaser of the transactions contemplated hereby each other Transaction Document to be executed and thereby delivered by such Purchaser will not not, (ia) conflict with any of the provisions of the certificate of incorporation or bylaws by-laws or similar governance documents other equivalent charter documents, as applicable, of each Seller or the Purchased Companiessuch Purchaser , in each case as amended to the date of this Agreement, (iib) subject to receipt of the consents, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, conflict with or result in a breach of, or constitute a default under, any material Contract to which such Purchaser is a party or result in the acceleration by which such Purchaser or any of any obligation its assets are bound or loss of any benefits under, any Material Contract subject or (iiic) subject to (x) the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (y) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter5.3, contravene any domestic or foreign Law or any Order applicable to any Seller or the Purchased Companiescurrently in effect, exceptwhich, in the case of clauses (iib) and (iiic) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectEffect on Purchaser.

Authorization; Noncontravention. (a) Each Such Seller has the requisite limited liability company legal power and authority, authority and has taken all necessary corporate, limited liability company or similar action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby and thereby, to perform its such Seller’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. At the Closing, the Sellers shall have the power and authority to cause the sale and transfer of the Company Shares held by such Seller. The execution, delivery and performance by each Seller of this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated herebySeller, and the consummation by each such Seller of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder hereby, have been, and in the case of documents required to be delivered at the Closing will be, been duly authorized and approved by all necessary limited liability company, member corporate or other action. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller as contemplated hereby will be, been duly executed and delivered by each Seller. Assuming such Seller and, assuming that this Agreement and all such other instruments and agreements constitute constitutes a valid and binding obligations obligation of Purchaser the Purchaser, the Company and each other Person (other than Sellers) party theretoSeller, this Agreement and all such other instruments and agreements constitute constitutes a valid and binding obligations obligation of each such Seller enforceable against such Person Seller in accordance with the terms thereofits terms, except to the extent that such enforcement its enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law)principles. (b) The Except as would not be material to the ability of such Seller to execute, deliver or perform this Agreement, the consummation by such Seller of the transactions contemplated hereby or compliance by such Seller with any of the provisions hereof and, the execution and delivery of this Agreement and all other instruments and agreements to be delivered by each such Seller as contemplated hereby do not, and the consummation of the transactions contemplated hereby and thereby will not (i) conflict with or result in any breach of any provision of the provisions of the certificate of incorporation or bylaws or similar governance organizational documents of each Seller or the Purchased Companies, in each case as amended to the date of this Agreementsuch Seller, (ii) subject require such Seller to receipt of make any filing with, give any notice to, or obtain any permit, authorization, consent or approval of, any Governmental Entity (except for any such actions required by the consentsHSR Act), approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b(iii) and Section 4.6 of the Sellers Disclosure Letter, conflict with or result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under(or give rise to any right of termination, modification, cancellation or result in the acceleration of any obligation or loss of any benefits acceleration) under, any Material Contract of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which such Seller, as the case may be, is a party or by which it or any of its respective properties or assets may be bound or (iiiiv) subject to (x) the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (y) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, contravene violate any Law or any Order applicable to any such Seller or the Purchased Companies, except, in the case any of clauses (ii) and (iii) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings Seller’s respective properties or notices which have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectassets.

Authorization; Noncontravention. (a) Each Seller has the requisite limited liability company power and authority, and has taken all limited liability company action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement by the Company and all other instruments and agreements to be delivered by such Seller as contemplated hereby, the consummation by each Seller of the transactions other agreements and instruments contemplated hereby and thereby and to which the performance of its obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, duly authorized and approved by all necessary limited liability company, member or other action. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller as contemplated hereby will be, duly executed and delivered by each Seller. Assuming that this Agreement and all such other instruments and agreements constitute valid and binding obligations of Purchaser and each other Person (other than Sellers) Company is a party thereto, this Agreement and all such other instruments and agreements constitute valid and binding obligations of each Seller enforceable against such Person in accordance with the terms thereof, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law). (b) The execution and delivery of this Agreement and all other instruments and agreements to be delivered by each Seller as contemplated hereby do not, and the consummation of the transactions contemplated hereby have been duly and thereby validly authorized by the Company, and no other corporate act or other proceeding on the part of the Company or its board of directors, or vote or consent by its shareholders (other than execution of this Agreement and the other agreements contemplated hereby) is necessary to authorize the execution, delivery or performance of this Agreement or the other agreements contemplated hereby and the consummation of the transactions contemplated hereby or thereby. (b) This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, reorganization or other Laws of general application relating to or affecting the rights of creditors and except as enforceability may be limited by rules of Law governing specific performance, injunctive relief or other equitable remedies. Except as set forth on Schedule 6.3(b), the execution and delivery by the Company of this Agreement and all of the other agreements and instruments contemplated hereby to which the Company is or will be a party and the fulfillment of and compliance with the respective terms hereof and thereof by the Company do not and shall not (ia) conflict with any of the provisions of the certificate of incorporation or bylaws or similar governance documents of each Seller or the Purchased Companies, in each case as amended to the date of this Agreement, (ii) subject to receipt of the consents, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under (whether with or without the passage of time, the giving of notice or both), (c) result in the creation of any Encumbrance upon the Transferred Companies' capital stock, properties or assets pursuant to, (d) give any third party the right to modify, terminate or accelerate any obligation under, (e) result in a violation of, or constitute a default under(f) require any permit, authorization, consent, approval, exemption or other action of or by or notice or declaration to, or result in the acceleration of any obligation or loss of any benefits underfiling with, any Material Contract third party or any Governmental Authority pursuant to, the Transferred Companies' respective charter documents or by-laws (iii) subject to (x) the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (y) receipt of the consentsor similar constituent documents), approvals, authorizations, declarations, filings and notices referred to in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, contravene or any Law to which the Transferred Companies are subject, or any Order applicable material agreement, instrument, license, permit, order, judgment or decree to any Seller or which the Purchased Companies, except, in the case of clauses (ii) and (iii) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectTransferred Companies are subject.

Authorization; Noncontravention. (a) Each Seller has the requisite limited liability company corporate power and authority, authority and has taken all limited liability company corporate action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby and therebyhereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby, the consummation by each Seller of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, duly authorized and approved by all necessary limited liability company, member or other action. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller as contemplated hereby will be, duly executed and delivered by each Seller. Assuming that this Agreement and all such other instruments and agreements constitute valid and binding obligations of Purchaser and each other Person (other than Sellers) party theretoPurchaser, this Agreement and all such other instruments and agreements constitute valid and binding obligations of each Seller Seller, enforceable against such Person Seller in accordance with the terms thereof, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether considered in a proceeding in equity or at law). (b) The execution and delivery of this Agreement and all other instruments and agreements to be delivered by each Seller as contemplated hereby do not, 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 bylaws or similar governance documents by-laws of each Seller or the Purchased Companies, in each case as amended to the date of this AgreementSeller, (ii) subject to receipt of the consents, approvals, authorizations, declarations, filings and notices set forth referred to in Section 4.2(b) and Section 4.6 of the Sellers Disclosure LetterSchedule 5 hereto, conflict with or result in a breach of, or constitute a default under, require the prior consent of any party (other than Seller) or result in the acceleration of any obligation or loss of any benefits under, any Material Assumed Contract or other instrument by which the Purchased Assets are bound or (iii) subject to (x) the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (y) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.2(b) and Section 4.6 of the Sellers Disclosure LetterLaws, contravene any Law or any Order applicable to any Seller or by which any of the Purchased CompaniesAssets are bound, except, in the case of clauses (ii) and (iii) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Authorization; Noncontravention. (a) Each Seller of Parent and Merger Sub has the requisite limited liability company corporate power and authority, authority and has taken all limited liability company corporate action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby and therebyAgreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by each Seller of this Agreement by Parent and all other instruments and agreements to be delivered by such Seller as contemplated herebyMerger Sub, the consummation by each Seller of them of the transactions contemplated hereby and thereby and the performance by each of its them of their respective obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, been duly authorized and approved by all the boards of directors of Merger Sub and Parent. Except for the approval and adoption of this Agreement by Parent as the sole stockholder of Merger Sub (which shall occur immediately after the execution and delivery of this Agreement), no other corporate action on the part of either of Parent or Merger Sub is necessary limited liability companyto authorize the execution, member or other actiondelivery and performance of this Agreement by each of Parent and Merger Sub and the consummation of the transactions contemplated hereby. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller as contemplated hereby will be, been duly executed and delivered by each Seller. Assuming of Parent and Merger Sub and, assuming that this Agreement and all such other instruments and agreements constitute constitutes a valid and binding obligations obligation of Purchaser and each other Person (other than Sellers) party theretothe Company, this Agreement and all such other instruments and agreements constitute constitutes a valid and binding obligations obligation of each Seller of Parent and Merger Sub, enforceable against such Person each of Parent and Merger Sub in accordance with the terms thereofits terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws affecting the enforcement of creditors’ rights generally generally, and by general equitable principles (whether considered in a proceeding in equity or at law)principles. (b) The execution and delivery of this Agreement and all other instruments and agreements to be delivered by each Seller as contemplated hereby do not, and the consummation of the transactions contemplated hereby and thereby by this Agreement will not not, (i) conflict with any of the provisions of the certificate of incorporation or bylaws by-laws (or similar governance documents comparable documents) of each Seller Parent or the Purchased CompaniesMerger Sub, in each case as amended to the date of this Agreement, (ii) subject to receipt of the consents, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, conflict with or result in a breach of, or constitute a default under, or result in the acceleration of any obligation or loss of any benefits under, any Material Contract or (iii) subject to (x) the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (y) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.2(b4.3, conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) and Section 4.6 of the Sellers Disclosure Lettera default under, contravene any Law or any Order applicable to any Seller or the Purchased Companies, except, result in the case acceleration of clauses (ii) and obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any Contract to which Parent or Merger Sub is a party or by which Parent or Merger Sub is bound or to which any of their respective assets is subject, or (iii) above, for such conflicts, breaches, defaults, subject to the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.3, contravene any domestic or notices which have not had and would not reasonably be expected to have, individually foreign Law or any Order currently in the aggregate, a Material Adverse Effecteffect.

Authorization; Noncontravention. (a) Each Seller has the requisite limited liability company power and authority, and has taken all limited liability company action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and all the other instruments Transaction Documents to which the Company, Seller or Seller Member are a party have been duly authorized by the Company, Seller and agreements Seller Member, as applicable, and no other act (corporate or otherwise) or other proceeding on the part of the Company, Seller or Seller Member, is necessary to be delivered by authorize the execution, delivery or performance of this Agreement and the other Transaction Documents to which such Seller as contemplated hereby, Person is a party and the consummation by each Seller of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, duly authorized and approved by all necessary limited liability company, member or other actionthereby. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller as contemplated hereby will be, been duly executed and delivered by each Seller. Assuming that this Agreement the Company, Seller and all such other instruments Seller Member and agreements constitute constitutes a valid and binding obligations of Purchaser and each other Person (other than Sellers) party thereto, this Agreement and all such other instruments and agreements constitute valid and binding obligations obligation of each Seller of them enforceable against such Person in accordance with the terms thereofits terms, except to the extent that such enforcement as enforceability may be limited affected by applicable bankruptcy, insolvency, reorganization, moratorium or fraudulent conveyance and other similar Laws relating to or affecting the enforcement of creditors’ rights generally generally, and by general equitable principles (whether considered in a proceeding in equity or at law) (such limitations, the “Enforceability Limitations”). (b) The execution , and delivery each of this Agreement the other Transaction Documents to which the Company, Seller or Seller Member is a party, when executed and all other instruments and agreements to be delivered by the Company, Seller or Seller Member, as applicable, in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation of such Person, enforceable in accordance with its respective terms, except as may be affected by the Enforceability Limitations. Seller as contemplated hereby do nothas full power and authority to convey good and marketable title to all of the Purchased Equity, and upon the consummation of the transactions contemplated hereby hereby, Buyer will receive good and thereby will marketable title to such Purchased Equity, free and clear of all Encumbrances. (b) Except as set forth on Schedule 3.3(b), the execution and delivery by the Company, Seller and Seller Member of this Agreement and all of the other Transaction Documents to which each of them is a party and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, Seller or Seller Member do not (i) conflict with any of the provisions of the certificate of incorporation or bylaws or similar governance documents of each Seller or the Purchased Companies, in each case as amended to the date of this Agreement, (ii) subject to receipt of the consents, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under (whether with or without the passage of time, the giving of notice or both), (iii) result in the creation of any Encumbrance upon the Purchased Equity or any assets of any the Company pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of, or constitute a default under(vi) require any authorization, consent, approval, exemption or other action of or by or notice or declaration to, or result in the acceleration of any obligation or loss of any benefits underfiling with, any Material Contract third party or (iii) subject to (x) any Governmental Authority, the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (y) receipt of the consentsCompany’s Governing Documents, approvals, authorizations, declarations, filings and notices referred to in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, contravene or any Law to which the Company, Seller or Seller Member is subject, or any Order applicable Material Contract, Permit, order, judgment or decree to any which the Company, Seller or the Purchased Companies, except, in the case of clauses (ii) and (iii) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.Seller Member is subject. 3.4

Authorization; Noncontravention. (a) Each Seller has the requisite limited liability company power and authority, and has taken all limited liability company action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby, the consummation by each Seller of the transactions other agreements and instruments contemplated hereby and thereby and to which the performance of its obligations hereunder and thereunder Company or Seller is a party have beenbeen duly authorized by the Company, or Seller, as applicable, and in no other corporate act on the case part of documents required the Company, or Seller, is necessary to be delivered at authorize the Closing will beexecution, duly authorized and approved by all necessary limited liability company, member delivery or other action. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller as contemplated hereby will be, duly executed and delivered by each Seller. Assuming that this Agreement and all such other instruments and agreements constitute valid and binding obligations of Purchaser and each other Person (other than Sellers) party thereto, this Agreement and all such other instruments and agreements constitute valid and binding obligations of each Seller enforceable against such Person in accordance with the terms thereof, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law). (b) The execution and delivery performance of this Agreement and all or the other instruments and agreements to be delivered by each Seller as contemplated hereby do not, and the consummation of the transactions contemplated hereby and thereby will or thereby. The consent or other approval of Parent’s shareholders or any other direct or indirect Subsidiary of Parent (other than Seller) is not (i) conflict with any required for consummation of the provisions transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and Seller and, assuming due execution, authorization and delivery by Buyer, constitutes a valid and binding obligation of the certificate Company and Seller enforceable in accordance with its terms, subject to the effects of incorporation applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting or bylaws relating to creditors’ rights and remedies generally and the availability of injunctive relief and other equitable remedies. Each of the other agreements and instruments contemplated hereby to which the Company or similar governance documents of each Seller is a party, when executed and delivered by the Company or the Purchased CompaniesSeller, as applicable, in each case as amended accordance with the terms hereof and thereof, shall each, assuming due execution, authorization and delivery by the other parties thereto, constitute a valid and binding obligation of such Person, enforceable in accordance with its respective terms, subject to the date effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting or relating to creditors’ rights and remedies generally and the availability of injunctive relief and other equitable remedies. The assignments, endorsements, stock powers and other instruments of transfer delivered by Seller to Buyer at the Closing will be sufficient to transfer Seller’s entire interest, legal and beneficial, in the Shares. Seller has, and on the Closing Date will have, full power and authority to convey good title to all of the Shares, and upon transfer to Buyer of the certificates representing such Shares and payment for the Shares at the Closing in accordance with the terms of this Agreement, Buyer will receive good and marketable title to such Shares, free and clear of all Encumbrances. (iib) subject to receipt Except as set forth on Schedule 5.3(b) of the consentsSeller Disclosure Schedule, approvals, authorizations, declarations, filings the execution and notices set forth in Section 4.2(b) delivery by the Company and Section 4.6 Seller of this Agreement and all of the Sellers Disclosure Letter, conflict other agreements and instruments contemplated hereby to which the Company or Seller is a party and the fulfillment of and compliance with or result in a breach of, or constitute a default under, or result in the acceleration of any obligation or loss of any benefits under, any Material Contract or (iii) subject to respective terms hereof and thereof by the Company and Seller do not and shall not Conflict With (x) the applicable requirements Company’s or any of the HSR Act and any its Subsidiaries’ charter documents, bylaws or other applicable Antitrust Laws and constituent documents (including trust instruments), (y) receipt of any law, statute, rule or regulation to which the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, contravene any Law Company or any Order applicable of its Subsidiaries or Seller is subject, or (z) any agreement, instrument, license, permit, order, judgment or decree to any which the Company or Seller or the Purchased Companiesis subject, except, in the case of clauses (iiy) and (iii) abovez), for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have not had and as would not reasonably be expected to haveresult, individually or in the aggregate, in liability that is material to the Company and its Subsidiaries, taken as a Material Adverse Effectwhole. Other than confidentiality agreements entered into in the ordinary course of business, letters of intent that have expired or been terminated (except with respect to confidentiality, governing law and other similar customarily surviving provisions), neither the Company or any of its Subsidiaries nor Seller is a party to or bound by any written or oral agreement or understanding to effect or require a Company Transaction other than this Agreement, and, as of the date of this Agreement, no such Person is engaged in any current or ongoing discussions with third parties (other than with Buyer and its Affiliates, and internal discussions with its own Affiliates and their respective officers, directors, representatives and advisors) regarding such Company Transactions.

Authorization; Noncontravention. (a) Each of Seller and Seller Guarantor has the requisite limited liability company power and authority, authority and has taken all limited liability company action necessary to execute and deliver this Agreement and all other instruments instruments, certificates and agreements to be delivered by such Seller and Seller Guarantor, as applicable, as contemplated hereby and therebyhereby, to perform its and carry out their respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller and Seller Guarantor, as applicable, of this Agreement and all other instruments and agreements to be delivered by such Seller and Seller Guarantor, as applicable, as contemplated hereby, the consummation by each Seller and Seller Guarantor, as applicable, of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, duly authorized and approved by all necessary limited liability company, member or other action. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller and Seller Guarantor, as applicable, as contemplated hereby will be, duly executed and delivered by each Seller. Assuming that this Agreement and all such other instruments and agreements constitute constitutes a valid and binding obligations obligation of Purchaser and each other Person (other than SellersSeller and Seller Guarantor) party thereto, this Agreement and all such other instruments and agreements constitute constitutes a valid and binding obligations obligation of each Seller and Seller Guarantor, as applicable, enforceable against such Person them in accordance with the terms thereofits terms, except to the extent that as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law). (b) The execution and delivery of this Agreement and principles. Assuming that all other instruments and agreements to be delivered by each Seller and Seller Guarantor, as contemplated hereby do notapplicable, and the consummation of the transactions as contemplated hereby and thereby constitute valid and binding obligations of Purchaser and each other Person (other than Seller and Seller Guarantor) party thereto, such instruments and agreements will not (i) conflict constitute valid and binding obligations of Seller and Seller Guarantor, as applicable, enforceable against them in accordance with any their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of the provisions of the certificate of incorporation or bylaws or similar governance documents of each Seller or the Purchased Companies, in each case as amended to the date of this Agreement, (ii) subject to receipt of the consents, approvals, authorizations, declarations, filings creditors’ rights generally and notices set forth in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, conflict with or result in a breach of, or constitute a default under, or result in the acceleration of any obligation or loss of any benefits under, any Material Contract or (iii) subject to (x) the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (y) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, contravene any Law or any Order applicable to any Seller or the Purchased Companies, except, in the case of clauses (ii) and (iii) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectby general equitable principles.

Authorization; Noncontravention. (a) Each Seller Purchaser has the requisite limited liability company power and authority, authority and has taken all limited liability company or other action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller Purchaser as contemplated hereby and therebyhereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller Purchaser of this Agreement and all other instruments and agreements to be delivered by such Seller Purchaser as contemplated hereby, the consummation by each Seller it of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, duly authorized and approved by all necessary limited liability company, member or other actionthe managers of Purchaser. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller Purchaser as contemplated hereby will be, duly executed and delivered by each SellerPurchaser. Assuming that this Agreement and all such other instruments and agreements constitute valid and binding obligations of Purchaser each Seller and each other Person (other than SellersPurchaser) party thereto, this Agreement and all such other instruments and agreements constitute valid and binding obligations of each Seller Purchaser, enforceable against such Person Purchaser in accordance with the terms thereof, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law). (b) The execution and delivery of this Agreement and all other instruments and agreements to be delivered by each Seller Purchaser as contemplated hereby do not, and the consummation of the transactions contemplated hereby and thereby will not not, (i) conflict with any of the provisions of the certificate of incorporation or bylaws by-laws or similar governance documents of each Seller or the Purchased CompaniesPurchaser, in each case case, as amended to the date of this Agreement, (ii) subject to receipt of the consents, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, conflict with or result in a breach of, or constitute a default under, or result in the acceleration of any obligation or loss of any benefits under, any Material Contract or other instrument to which Purchaser is a party or by which Purchaser or any of its properties or assets are bound or (iii) subject to (x) the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (y) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.2(b) and Section 4.6 5.3 of the Sellers Purchaser Disclosure Letter, contravene any Law or any Order applicable to Purchaser or by which any Seller of its properties or the Purchased Companiesassets are bound, except, except in the case of clauses (ii) and (iii) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have do not had and would not reasonably be expected to haveto, individually or in the aggregate, a Material Adverse Effectprevent, materially delay or impair Purchaser’s ability to consummate the transactions contemplated by this Agreement.

Authorization; Noncontravention. (a) Each Seller The Company has the all requisite limited liability company power corporate or equivalent organizational powers and authority, and has taken all limited liability company action necessary authority to execute and deliver this Agreement and all each other instruments and agreements Transaction Document to be delivered by such Seller as contemplated hereby executed, subject to obtaining Company Shareholder Approval (which shall be obtained upon receipt of the written consent of the Carlyle Shareholder and therebythe other shareholders who sign the Company Shareholder Approval immediately after the execution of this Agreement), and to perform its obligations hereunder and thereunder and to consummate the transactions Transactions contemplated on its part hereby and thereby. The execution, delivery and performance by each Seller of this This Agreement and all other instruments and agreements each Transaction Document to be delivered executed by such Seller as contemplated herebythe Company has been duly authorized, the consummation by each Seller of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, duly authorized and approved by all necessary limited liability company, member or other action. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller as contemplated hereby will bethe Company and, assuming that this Agreement has been duly and validly authorized, executed and delivered by each Seller. Assuming that this Agreement Parent and all such other instruments and agreements constitute Merger Sub, constitutes a valid and binding obligations agreement of Purchaser and each other Person (other than Sellers) party theretothe Company, this Agreement and all such other instruments and agreements constitute valid and binding obligations of each Seller enforceable against such Person the Company in accordance with the terms thereofits terms, except to the extent that such enforcement enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and other similar Laws affecting the enforcement of creditors’ rights generally and generally, by general equitable principles or by the discretion of any Governmental Authority before which any Action seeking enforcement may be brought (regardless of whether considered enforcement is sought in a proceeding at law or in equity or at lawequity). (b) The execution Except as set forth in Section 3.3(b) of the Disclosure Schedules, the execution, delivery and delivery performance of this Agreement and all the other instruments and agreements Transaction Documents to be delivered executed by each Seller as contemplated hereby do notthe Company, and the consummation of the transactions contemplated hereby and thereby thereby, and the fulfillment of and the performance by the Company of its obligations hereunder and thereunder will not (i) conflict with violate any provision of the provisions of the certificate of incorporation or bylaws or similar governance documents of each Seller or the Purchased Companies, in each case as amended to the date of this AgreementCompany’s Organizational Documents, (ii) subject to receipt of the consents, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, conflict with violate or result in a breach of, or constitute a default underor require a consent under or require the payment of a penalty or increased fees under or give rise to any right of termination, cancellation or result in the acceleration of any right or obligation or to a loss of any benefits underbenefit to which the Company or any of its Subsidiaries is or would be entitled under any provision of any Contract to which the Company or any of its Subsidiaries is party, any Material Contract or (iii) subject to (x) assuming compliance with the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (y) receipt of the consents, approvals, authorizations, declarations, filings and notices matters referred to in Section 4.2(b) and Section 4.6 3.4, violate or result in a breach of the Sellers Disclosure Letter, contravene any Law or any Order Permit applicable to the Company or any Seller of its Subsidiaries or (iv) result in the Purchased Companiescreation or imposition of any Lien (other than Permitted Liens) on any asset of the Company or any of its Subsidiaries, except, with respect to clauses (ii), (iii) and (iv): (A) in the case of clauses (ii) the Company, as would not reasonably be expected, individually or in the aggregate, to interfere with, prevent or materially delay the ability of the Company to enter into and perform their obligations under this Agreement or consummate the transactions contemplated by the Transaction Documents and (iiiB) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have otherwise has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Notwithstanding anything to the contrary set forth in this Agreement, the representation and warranty set forth in Section 3.3(b)(ii) above shall not apply to the U.S. Share Transaction to the extent it otherwise would not have applied as a result of the Merger. (c) The board of directors of the Company, at a meeting duly called and held, has (i) approved and declared advisable and fair this Agreement, the Merger Agreement and the Transactions, and (ii) resolved to recommend that the shareholders of the Company adopt this Agreement and the Merger Agreement.

Authorization; Noncontravention. (a) Each Except for the approval by the shareholders of the Seller has (which Seller will have received prior to February 20, 2008), the requisite limited liability company power and authority, and has taken all limited liability company action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby, the consummation by each Seller of the transactions other agreements and instruments contemplated hereby and thereby and to which any Seller Party is a party have been duly authorized by the performance of its obligations hereunder and thereunder have beenapplicable Seller Parties, and in the case of documents required to be delivered at the Closing will be, duly authorized and approved by all necessary limited liability company, member no other act (corporate or otherwise) or other action. This Agreement has beenproceeding on the part of any Seller Party is necessary to authorize the execution, and all other instruments and agreements to be executed and delivered by each Seller as contemplated hereby will be, duly executed and delivered by each Seller. Assuming that this Agreement and all such other instruments and agreements constitute valid and binding obligations of Purchaser and each other Person (other than Sellers) party thereto, this Agreement and all such other instruments and agreements constitute valid and binding obligations of each Seller enforceable against such Person in accordance with the terms thereof, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium delivery or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law). (b) The execution and delivery performance of this Agreement and all or the other instruments and agreements to be delivered by each Seller as contemplated hereby do not, and the consummation of the transactions contemplated hereby or thereby. This Agreement has been duly executed and thereby delivered by each Seller Party and constitutes a valid and binding obligation of such Seller Party enforceable in accordance with its terms (except as enforceability may be limited by laws relating to bankruptcy, insolvency, winding-up or other similar laws affecting the enforcement of creditors' rights and by general principles of equity), and each of the other agreements and instruments contemplated hereby to which any Seller Party is a party, when executed and delivered by such Seller Party in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation of such Person, enforceable in accordance with its respective terms (except as enforceability may be limited by laws relating to bankruptcy, insolvency, winding-up or other similar laws affecting the enforcement of creditors' rights and by general principles of equity). The assignments, endorsements, stock powers and other instruments of transfer delivered by Seller to Buyer at the Closing will be sufficient to transfer the Seller's entire interest, legal and beneficial, in the Shares. Except for the approval by the shareholders of the Seller (which Seller will have received prior to February 20, 2008), Seller has, and on the Closing Date will have, full power and authority to convey good and marketable title to all of its Shares, and upon transfer to Buyer of the certificates representing such Shares, Buyer will receive good and marketable title to such Shares, free and clear of all Encumbrances. (b) Except as set forth on the attached Restrictions Schedule, the execution and delivery by each Seller Party of this Agreement and all of the other agreements and instruments contemplated hereby to which any Seller Party is a party and the fulfillment of and compliance with the respective terms hereof and thereof by such Seller Party do not and shall not (i) conflict with any of the provisions of the certificate of incorporation or bylaws or similar governance documents of each Seller or the Purchased Companies, in each case as amended to the date of this Agreement, (ii) subject to receipt of the consents, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under (whether with or without the passage of time, the giving of notice or both), (iii) result in the creation of any Lien upon the Company's or any of its Subsidiaries' Capital Stock or assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of, or constitute a default under(vi) require any authorization, consent, approval, exemption or other action of or by or notice or declaration to, or result in the acceleration of any obligation or loss of any benefits underfiling with, any Material Contract third party or (iii) subject any court or administrative or governmental body or agency pursuant to (x) the applicable requirements Company's or any of its Subsidiaries' charter documents, bylaws or other constituent documents, or any law, statute, rule or regulation to which the HSR Act and Company or any other applicable Antitrust Laws and (y) receipt of its Subsidiaries or the consentsSeller is subject, approvalsor any material agreement, authorizationsinstrument, declarationslicense, filings and notices referred permit, order, judgment or decree to in Section 4.2(b) and Section 4.6 which the Company or any of the Sellers Disclosure Letterare subject; provided, contravene any Law that Seller makes no such representation as to whether change-of-control consents are required under store leases or any Order applicable to any Seller other contracts of the Company or its Subsidiaries (other than (i) a contractual obligation that would prohibit the Purchased Companiessale of the Shares or completion of the transactions contemplated hereby, except, in the case of clauses and (ii) any required consent under the ▇▇▇▇▇▇ Bank Agreements). No Seller Party is a party to or bound by any written or oral agreement or understanding with respect to a Company Transaction other than this Agreement, and each such Person has terminated all discussions with third parties (iiiother than with Buyer and its Affiliates) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectregarding Company Transactions.

Authorization; Noncontravention. (a) Each Such Seller has the requisite limited liability company power and authority, and has taken all limited liability company action necessary authority to execute and deliver this Agreement and all each other instruments and agreements Transaction Document to be executed and delivered by such Seller as contemplated hereby and therebySeller, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement Agreement, and all of each other instruments and agreements Transaction Document to be executed and delivered by such Seller as contemplated herebySeller, and the consummation by each such Seller of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder thereby, have been, and in the case of documents required to be delivered at the Closing will be, been duly authorized and approved by all necessary limited liability companyaction (corporate or otherwise) on the part of such Seller, member and no other action (corporate or otherwise) on the part of such Seller is necessary to authorize the execution, delivery and performance of this Agreement and such other actionTransaction Documents by such Seller and the consummation of the transactions contemplated hereby and thereby. This Agreement has been, and all each other instruments and agreements Transaction Document to be executed and delivered by each Seller as contemplated hereby such Seller, when delivered in accordance with the terms hereof, will be, duly executed and delivered by each Seller. Assuming such Seller and, assuming that this Agreement and all each such other instruments and agreements constitute Transaction Document constitutes a valid and binding obligations obligation of Purchaser and each other Person (other than Sellers) party thereto, this Agreement and all such other instruments and agreements constitute constitutes a valid and binding obligations obligation of each Seller such Seller, enforceable against such Person Seller in accordance with the terms thereofits terms, except to the extent that such enforcement its enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether considered in a proceeding in equity or at law). (b) principles. The execution and delivery and performance of this Agreement and all other instruments and agreements to be delivered by each such Seller as contemplated hereby do not, and the consummation execution and delivery and performance by such Seller of the transactions contemplated hereby each other Transaction Document to be executed and thereby delivered by such Seller will not not, (ia) conflict with any of the provisions of the certificate of incorporation or bylaws by-laws or similar governance documents other equivalent charter documents, as applicable, of each Seller or the Purchased Companiessuch Seller, in each case as amended to the date of this Agreement, (iib) subject to receipt of the consents, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, conflict with or result in a breach of, or constitute a default under, any material Contract to which such Seller is a party or result in the acceleration by which such Seller or any of any obligation its assets are bound or loss of any benefits under, any Material Contract subject or (iiic) subject to (x) the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (y) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter4.3, contravene any domestic or foreign Law or any Order applicable to any Seller or the Purchased Companiescurrently in effect, exceptwhich, in the case of clauses (iib) and (iiic) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.Effect on such Seller. Stock Purchase Agreement

Authorization; Noncontravention. (a) Each Seller of Parent and Purchaser has the requisite limited liability company corporate power and authority, authority and has taken all limited liability company corporate or other action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller Parent or Purchaser as contemplated hereby and therebyhereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby, the consummation by each Seller of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, duly authorized and approved by all necessary limited liability company, member or other action. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller as contemplated hereby will be, duly executed and delivered by each Seller. Assuming that this Agreement and all such other instruments and agreements constitute valid and binding obligations of Purchaser Seller and each other Person (other than SellersParent and Purchaser) party thereto, this Agreement and all such other instruments and agreements constitute valid and binding obligations of each Seller of Parent and Purchaser, enforceable against such Person each of Parent and Purchaser in accordance with the terms thereof, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles (whether considered in a proceeding in equity or at law). (b) The execution and delivery of this Agreement and all other instruments and agreements to be delivered by each Seller Parent and Purchaser as contemplated hereby do not, and the consummation of the transactions contemplated hereby and thereby will not not, (i) conflict with any of the provisions of the certificate of incorporation or bylaws by-laws or similar governance documents of each Seller Parent or the Purchased Companies, in each case as amended to the date of this AgreementPurchaser, (ii) subject to receipt of the consents, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, conflict with or result in a breach of, or constitute a default under, or result in the acceleration of any obligation or loss of any benefits under, any Material Contract contract or other instrument by which Parent or Purchaser or any of their properties or assets are bound or (iii) subject to (x) the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (y) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.2(b) and Section 4.6 of the Sellers Disclosure LetterLaws, contravene any Law or any Order applicable to Parent or Purchaser or by which any Seller of their properties or the Purchased Companiesassets are bound, except, in the case of clauses (ii) and (iii) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have do not had and would not reasonably be expected to haveto, individually or in the aggregate, a Material Adverse Effectprevent, materially delay or impair Parent's or Purchaser's ability to consummate the transactions contemplated by this Agreement.

Authorization; Noncontravention. (a) Each Seller has the requisite limited liability company power and authority, and has taken all limited liability company action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller Buyer and Parent of this Agreement and all of the other closing agreements and instruments identified herein to which Buyer or Parent is a party have been duly authorized by Buyer, Sub-Parent and agreements Parent and no other organizational act or other organizational proceeding on the part of Buyer, Sub-Parent or Parent is necessary to be delivered by authorize such Seller as contemplated herebyexecution, delivery or performance or the consummation by each Seller of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, duly authorized and approved by all necessary limited liability company, member or other actionthereby. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller as contemplated hereby will be, been duly executed and delivered by each Seller. Assuming that this Agreement Buyer and all such other instruments Parent and agreements constitute constitutes the legal, valid and binding obligations obligation of Purchaser Buyer and each Parent, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforceability of creditors’ rights in general and except as enforceability is subject to general principles of equity. Each of the other Person (other than Sellers) party theretoclosing agreements and instruments identified herein to which Buyer or Parent is a party, this Agreement when executed and all such other instruments and agreements delivered by Buyer or Parent, shall constitute a valid and binding obligations obligation of each Seller such Person, enforceable against in accordance with its respective terms, except as such Person enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforceability of creditors’ rights in general and except as enforceability is subject to general principles of equity. The Option Agreements and the issuance of the Class A Units contemplated thereby have been duly authorized by Parent, and when paid for in accordance with the terms thereofOption Agreements, except the Class A Units issued pursuant thereto will be validly issued. Parent has full power and authority to execute and deliver the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting Option Agreements and to consummate the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law)transactions contemplated thereby. (b) The Except as set forth on Schedule 4.3(b), the execution and delivery by Buyer and Parent of this Agreement and all of the other closing agreements and instruments and agreements identified herein to be delivered by each Seller as contemplated hereby do not, which Buyer or Parent is a party and the consummation of the transactions contemplated hereby and thereby will do not (i) conflict with any of the material terms, conditions or provisions of the certificate of incorporation or bylaws or similar governance documents of each Seller or the Purchased Companies, in each case as amended to the date of this Agreementof, (ii) subject to receipt of the consents, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, conflict constitute a material breach or default under (whether with or without the passage of time, the giving of notice or both), (iii) result in the creation of any Lien upon Buyer’s Capital Stock, Sub-Parent’s Capital Stock, Parent’s membership interests, or Buyer’s, Sub-Parent’s or Parent’s assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate any material obligation under, (v) result in a breach material violation of, or constitute a default under(vi) require any authorization, consent, approval, exemption or other action of or by or notice or declaration to, or result in the acceleration of any obligation or loss of any benefits underfiling with, any Material Contract or (iii) subject to (x) the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (y) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, contravene any Law third party or any Order applicable court or administrative or governmental body or agency pursuant to, any of Buyer’s, Sub-Parent’s or Parent’s charter documents, bylaws, limited liability company agreement or other constituent documents or any material agreement or instrument to which Buyer, Sub-Parent or Parent is a party or, to Buyer’s or Parent’s knowledge, any Seller material law, statute, rule or the Purchased Companiesregulation to which Buyer, exceptSub-Parent or Parent is subject or, to Buyer’s or Parent’s knowledge any material license, permit, order, judgment or decree to which Buyer, Sub-Parent or Parent is a party, except in the each case of clauses (ii) and (iii) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have not had and would not reasonably be expected to havehave a material and adverse effect upon the business, individually financial condition, cash flow, operations or in the aggregatevalue of Buyer, Sub-Parent and Parent, taken as a Material Adverse Effectwhole.

Authorization; Noncontravention. (a) Each Seller of Parent and Merger Sub has the requisite limited liability company corporate power and authority, authority and has taken all limited liability company corporate action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby and therebyAgreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by each Seller of this Agreement by Parent and all other instruments and agreements to be delivered by such Seller as contemplated herebyMerger Sub, the consummation by each Seller of them of the transactions contemplated hereby and thereby and the performance by each of its them of their respective obligations hereunder have been duly and thereunder have been, and in the case of documents required to be delivered at the Closing will be, duly validly authorized and approved by all the board of directors of Merger Sub and have been duly approved and adopted by Parent as the sole stockholder of Merger Sub. No other corporate action on the part of either of Parent or Merger Sub is necessary limited liability companyto authorize the execution, member or other actiondelivery and performance of this Agreement by each of Parent and Merger Sub and the consummation of the transactions contemplated hereby. This Agreement has been, been duly and all other instruments and agreements to be validly executed and delivered by each Seller as contemplated hereby will beof Parent and Merger Sub and, duly executed and delivered by each Seller. Assuming assuming that this Agreement and all such other instruments and agreements constitute constitutes a valid and binding obligations obligation of Purchaser and each other Person (other than Sellers) party theretothe Company, this Agreement and all such other instruments and agreements constitute constitutes a valid and binding obligations obligation of each Seller of Parent and Merger Sub, enforceable against such Person each of Parent and Merger Sub in accordance with the terms thereofits terms, except to the extent that such enforcement its enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally generally, and by general equitable principles (whether considered in a proceeding in equity or at law). (b) principles. The execution and delivery of this Agreement and all other instruments and agreements to be delivered by each Seller as contemplated hereby do not, and the performance of this Agreement by Parent and the consummation of the transactions contemplated hereby and thereby by this Agreement will not not, (ia) conflict with or violate any of the provisions of the certificate or articles of incorporation or bylaws by-laws (or similar governance documents comparable documents) of each Seller Parent or the Purchased CompaniesMerger Sub, in each case as amended to the date of this Agreement, or (iib) subject to receipt of the consents, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, conflict with or result in a breach of, or constitute a default under, or result in the acceleration of any obligation or loss of any benefits under, any Material Contract or (iii) subject to (x) the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (y) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter4.3, contravene conflict with or violate any domestic or foreign Law or any Order applicable to any Seller or the Purchased Companiescurrently in effect, exceptwhich, in the case of clauses this clause (ii) and (iii) aboveb), for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have not had and would not be reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effectmaterial adverse effect on the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement. (b) The execution and delivery of this Agreement do not, and the performance of this Agreement by Parent and the consummation of the transactions contemplated by this Agreement will not, conflict with or result in a breach or violation of, or default (with or without notice or lapse of time or both) under, or give rise to a right of, or result in, termination, amendment, acceleration or cancellation of, any contract, agreement, indenture, mortgage, deed of trust, lease or other instrument to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective assets is bound or subject, which would be reasonably likely to have, individually or in the aggregate, a material adverse effect on the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement.

Authorization; Noncontravention. (a) Each Seller Parent has the requisite limited liability company corporate power and authority, and has taken all limited liability company corporate action necessary or required, to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby and therebyAgreement, to perform its obligations hereunder and thereunder to consummate the transactions contemplated hereby. Merger Sub has the requisite corporate power and authority, and has taken all corporate action necessary or required, to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by each Seller of this Agreement by Parent and all other instruments and agreements to be delivered by such Seller as contemplated herebyMerger Sub, the consummation by each Seller of them of the transactions contemplated hereby and thereby and the performance by each of its them of their respective obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, been duly authorized and approved by all necessary limited liability company, member or other actionthe boards of directors of Parent and Merger Sub and by the sole stockholder of Merger Sub. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller as contemplated hereby will be, been duly executed and delivered by each Seller. Assuming of Parent and Merger Sub and, assuming that this Agreement and all such other instruments and agreements constitute constitutes a valid and binding obligations obligation of Purchaser the Company and each other Person (other than Sellers) party theretoRepresentative, this Agreement and all such other instruments and agreements constitute constitutes a valid and binding obligations obligation of each Seller of Parent and Merger Sub, enforceable against such Person each of Parent and Merger Sub in accordance with the terms thereofits terms, except to the extent that such enforcement its enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ ' rights generally generally, and by general equitable principles (whether considered in a proceeding in equity or at law)principles. (b) The execution and delivery of this Agreement and all other instruments and agreements to be delivered by each Seller as contemplated hereby do not, and the consummation by Parent and Merger Sub on the Closing Date of the transactions contemplated hereby and thereby will not not: (i) conflict with any of the provisions of the certificate of incorporation, bylaws or any shareholders agreement of Parent or the certificate of incorporation or bylaws or similar governance documents of each Seller or the Purchased Companies, in each case as amended to the date of this AgreementMerger Sub, (ii) subject to receipt of the consentsconflict with, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, conflict with or result in a breach of, of or constitute default under any material contract to which Parent or Merger Sub is a default under, or result in the acceleration of any obligation or loss of any benefits under, any Material Contract party or (iii) subject to (x) the applicable requirements of filings required under the HSR Act and any other applicable Antitrust Laws and (y) receipt the termination of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letterapplicable waiting periods, contravene any Law or any Order law applicable to any Seller Parent or the Purchased Companies, exceptMerger Sub which, in the case of clauses (ii) and (iii) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have not had and would not be reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effectmaterial adverse effect on Parent or Merger Sub or affect in any material respect their ability to timely consummate the transactions contemplated by the Agreement.

Authorization; Noncontravention. (a) Each Seller The Purchaser has the requisite limited liability company corporate power and authority, authority and has taken all limited liability company corporate or other action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller the Purchaser as contemplated hereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller the Purchaser of this Agreement and all other instruments and agreements to be delivered by such Seller the Purchaser as contemplated herebyhereby and thereby, and the consummation by each Seller it of the transactions contemplated hereby and or thereby and the performance of its obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, been duly authorized and approved by all necessary limited liability company, member corporate or other action. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller the Purchaser as contemplated hereby will shall be, duly executed and delivered by each Seller. Assuming the Purchaser and, assuming that this Agreement and all such other instruments and agreements constitute constitutes a valid and binding obligations obligation of Purchaser the Sellers and each other Person (other than Sellers) party theretothe Company, this Agreement and all such other instruments and agreements constitute constitutes a valid and binding obligations obligation of each Seller the Purchaser, enforceable against such Person the Purchaser in accordance with the terms thereofits terms, except to the extent that such enforcement its enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws or Orders affecting the enforcement of creditors’ rights generally generally, and by general equitable principles (whether considered in a proceeding in equity principles. No other corporate proceedings on the part of the Purchaser or at law)its stockholders are necessary to approve the Agreement or to consummate the transactions contemplated hereby. (b) The execution Except for the filing of a Notification and Report under the HSR Act and any similar filings in foreign jurisdictions, none of the execution, delivery or performance of this Agreement and all other instruments and agreements to be delivered by each Seller as contemplated hereby do notthe Purchaser, and the consummation by the Purchaser of the transactions contemplated hereby and thereby or compliance by the Purchaser with any of the provisions hereof will not (i) conflict with or result in any breach of any provision of the provisions organizational documents of the certificate of incorporation or bylaws or similar governance documents of each Seller or the Purchased Companies, in each case as amended to the date of this AgreementPurchaser, (ii) subject require the Purchaser or any of its respective Subsidiaries to receipt make any filing with, give any notice to, or obtain any permit, authorization, consent or approval of, any Governmental Entity, (iii) (A) require the Purchaser or any of the consentsits respective Subsidiaries to give any notice to, approvalsor obtain any consent from, authorizationsany Person under, declarations, filings and notices set forth in Section 4.2(bor (B) and Section 4.6 of the Sellers Disclosure Letter, conflict with or result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under(or give rise to any right of termination, modification, cancellation or result in the acceleration of any obligation or loss of any benefits acceleration) under, any Material Contract of the terms, conditions or provisions of any material note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Purchaser is a party or by which it or any of their respective properties or assets may be bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Purchaser or any of its properties or assets, excluding from the foregoing clauses (ii), (iii) subject to (x) the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (yiv) receipt of the consentssuch filings, approvalsnotices, permits, authorizations, declarations, filings and notices referred to in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, contravene any Law or any Order applicable to any Seller or the Purchased Companies, except, in the case of clauses (ii) and (iii) above, for such conflicts, breaches, defaults, consents, approvals, authorizationsviolations, declarationsbreaches, filings defaults or notices which have not had and would not reasonably be expected to haverights of termination, cancellation or acceleration that, individually or in the aggregate, a Material Adverse Effectwould not reasonably be expected to prevent or delay materially the consummation by the Purchaser of the transactions contemplated by this Agreement.

Authorization; Noncontravention. (a) Each Seller The Company has the requisite limited liability company corporate power and authority, and has taken all limited liability company action necessary authority to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby and therebyAgreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The executionby this Agreement, delivery and performance by each Seller of this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated herebysubject, the consummation by each Seller of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been, and in the case of documents required the Merger, to be delivered at obtaining the Closing will be, duly authorized and approved by all necessary limited liability company, member or other action. This Agreement has beenCompany Shareholder Approval, and all other instruments and agreements to be executed and delivered by each Seller as contemplated hereby will be, duly executed and delivered by each Seller. Assuming that this Agreement and all such other instruments and agreements constitute valid and binding obligations of Purchaser and each other Person (other than Sellers) party thereto, this Agreement and all such other instruments and agreements constitute valid and binding obligations of each Seller enforceable against such Person in accordance comply with the terms thereof, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement provisions of creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law). (b) this Agreement. The execution and delivery of this Agreement by the Company, the consummation by the Company of the transactions contemplated by this Agreement and the compliance by the Company with the provisions of this Agreement have been duly authorized by all necessary corporate action on the part of the Company and no other instruments corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement, subject, in the case of the Merger, to obtaining the Company Shareholder Approval. This Agreement has been duly executed and agreements delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Sub, constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. The Board of Directors of the Company, at a meeting duly called and held at which all directors of the Company were present either in person or by telephone, duly and unanimously adopted resolutions (i) adopting this Agreement, (ii) declaring that it is in the best interests of the Company's shareholders that the Company enter into this Agreement and consummate the Merger on the terms and subject to the conditions set forth in this Agreement, (iii) declaring that the consideration to be delivered paid to the Company's shareholders in the Merger is fair to such shareholders, (iv) directing that this Agreement be submitted to a vote at a meeting of the Company's shareholders to be held as promptly as practicable following the date of this Agreement and (v) recommending that such shareholders approve this Agreement, which resolutions have not been modified, supplemented or rescinded and remain in full force and effect. The execution and delivery by each Seller as contemplated hereby do not, the Company of this Agreement and the consummation of the transactions contemplated hereby by this Agreement and thereby will not (i) conflict compliance by the Company with any of the provisions of the certificate of incorporation or bylaws or similar governance documents of each Seller or the Purchased Companiesthis Agreement do not and will not conflict with, in each case as amended to the date of this Agreement, (ii) subject to receipt of the consents, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, conflict with or result in a any violation or breach of, or constitute default (with or without notice or lapse of time, or both) under, or give rise to a default right of, or result in, termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the acceleration creation of any obligation Lien in or loss upon any of the properties or assets of the Company or any benefits of its subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any Material Contract provision of (i) the articles of incorporation or by-laws of the Company or comparable organizational documents of any subsidiary of the Company, (ii) any loan or credit agreement, bond, debenture, note, mortgage, indenture, lease or other contract, commitment, agreement, instrument, arrangement, understanding, obligation, undertaking, permit, concession, franchise or license to which the Company or any of its subsidiaries is a party or any of their respective properties or assets is subject or (iii) subject to (x) the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (y) receipt of obtaining or making the consents, approvals, orders, authorizations, declarationsregistrations, declarations and filings and notices referred to in Section 4.2(bthe following sentence, any (A) and Section 4.6 of statute, law, ordinance, rule or regulation or (B) judgment, order or decree, in each case, applicable to the Sellers Disclosure Letter, contravene any Law Company or any Order applicable to any Seller of its subsidiaries or the Purchased Companiestheir respective properties or assets, exceptother than, in the case of clauses (ii) and (iii) above), for any such conflicts, violations, breaches, defaults, consentsrights, approvalslosses, authorizations, declarations, filings Liens or notices which have not had and entitlements that individually or in the aggregate would not reasonably be expected to have(x) have a Material Adverse Effect, (y) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (z) prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any domestic or foreign governmental entity, including any Federal, state or local government or any court, administrative agency or commission or other governmental or regulatory authority or agency (each, a "Governmental Entity") is required by or with respect to the Company or any of its subsidiaries in connection with the execution and delivery of this Agreement by the Company, the consummation by the Company of the transactions contemplated by this Agreement or the compliance by the Company with the provisions of this Agreement, except for (1) the filing of a premerger notification and report form by the Company under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "▇▇▇ ▇▇▇"), ▇▇ ▇imilar filings under any other applicable competition, merger control, antitrust or similar law, (2) the filing with the Securities and Exchange Commission (the "SEC") of a proxy statement relating to the meeting of the shareholders of the Company to be called and convened for such shareholders to consider the approval of this Agreement (such proxy statement as amended or supplemented from time to time, the "Proxy Statement") and such reports under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement, the Shareholder Agreement and the other transactions contemplated hereby and thereby, (3) the delivery to the Secretary of State of the State of Mississippi for filing in accordance with Section 79-4-11.06(b) of the MBCA of the Articles of Merger and the filing of appropriate documents with the relevant authorities of other states in which the Company or any of its subsidiaries is qualified to do business, (4) any filings required under the rules and regulations of the New York Stock Exchange (the "NYSE"), (5) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required as a result of the status of Parent or Sub and (6) such other consents, approvals, orders, authorizations, registrations, declarations and filings, the failure of which to be obtained or made, individually or in the aggregate, would not reasonably be expected to (x) have a Material Adverse Effect, (y) impair in any material respect the ability of the Company to perform its obligations under this Agreement or (z) prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated by this Agreement.

Authorization; Noncontravention. (a) Each Seller The Company has the requisite limited liability company corporate power and authority, authority and has taken all limited liability company corporate action necessary to execute and deliver this Agreement and all other instruments certificates, instruments, documents and agreements to be delivered by such Seller the Company as contemplated hereby and thereby, to perform its obligations hereunder and thereunder and and, subject to the Company Stockholder Approval, to consummate the transactions contemplated hereby and thereby. The Except for the Company Stockholder Approval, the execution, delivery and performance by each Seller of this Agreement by the Company, and all other instruments and agreements to be delivered by such Seller as contemplated hereby, the consummation by each Seller it of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder hereby, have been, and in the case of documents required to be delivered at the Closing will be, been duly authorized and approved by all necessary limited liability company, member corporate or other action. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller as contemplated hereby will be, been duly executed and delivered by each Seller. Assuming the Company and, assuming that this Agreement and all such other instruments and agreements constitute constitutes a valid and binding obligations obligation of Purchaser and each other Person (other than Sellers) party theretoSeller, this Agreement and all such other instruments and agreements constitute constitutes a valid and binding obligations obligation of each Seller the Company enforceable against such Person the Company in accordance with the terms thereofits terms, except to the extent that as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles principles. The Company Board, at a meeting duly called and held, has unanimously adopted resolutions (whether considered i) determining that this Agreement and the transactions contemplated hereby are advisable and fair to, and in a proceeding in equity or at lawthe best interests of, the Company and its stockholders, (ii) approving this Agreement and the transactions contemplated hereby, (iii) directing that this Agreement be submitted to the stockholders of the Company for their adoption and (iv) recommending that the stockholders of the Company adopt this Agreement (the “Company Board Recommendation”). (b) The execution and delivery by the Company of this Agreement and all other instruments and agreements to be delivered by each Seller as contemplated hereby do not, and the performance of its obligations hereunder and the consummation of the transactions contemplated hereby and thereby will not not, (i) subject to the Company Stockholder Approval, conflict with any provision of the provisions Constituent Documents of the certificate Company or any of incorporation or bylaws or similar governance documents of each Seller or the Purchased Companies, in each case as amended to the date of this AgreementCompany Subsidiaries, (ii) create any Lien (other than Permitted Liens) upon any of the properties or assets of the Company or any of the Company Subsidiaries, (iii) subject to receipt of the consents, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.6 4.3 of the Sellers Company Disclosure Letter, conflict with or result in a breach of, termination, amendment, modification, acceleration or cancellation, create the right to terminate, amend, modify, accelerate, require a repayment (or offer of repayment) or cancel, result in a loss of benefit, or constitute a default under, (or result in the acceleration any event which with or without notice or lapse of any obligation time or loss of any benefits both would become a default) under, any Material Contract or Airport Lease or (iiiiv) subject to (x) the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (y) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to (A) required under any Antitrust Laws or (B) set forth in Section 4.2(b) and Section 4.6 4.3 of the Sellers Company Disclosure Letter, contravene any domestic or foreign Law or any Order applicable to the Company or by which any Seller of its properties or the Purchased Companiesassets are bound, except, in the case of clauses (ii), (iii) and (iiiiv) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices the failure of which have not had and to obtain, or such conflicts, breaches or defaults which, would not reasonably be expected to haveto, individually or in the aggregate, have a Company Material Adverse Effect.

Authorization; Noncontravention. (a) Each Seller has the requisite limited liability company power and authority, and has taken all limited liability company action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby, the consummation by each Seller of the transactions other agreements and instruments contemplated hereby and thereby and to which the performance of its obligations hereunder and thereunder Company, Seller or PFSA is a party have beenbeen duly authorized by the Company, Seller or PFSA, as applicable, and in the case of documents required to be delivered at the Closing will be, duly authorized and approved by all necessary limited liability company, member no other corporate act or other action. This Agreement has beenproceeding on the part of the Company, and all other instruments and agreements Seller or PFSA is necessary to be executed and delivered by each Seller as contemplated hereby will beauthorize the execution, duly executed and delivered by each Seller. Assuming that this Agreement and all such other instruments and agreements constitute valid and binding obligations of Purchaser and each other Person (other than Sellers) party thereto, this Agreement and all such other instruments and agreements constitute valid and binding obligations of each Seller enforceable against such Person in accordance with the terms thereof, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium delivery or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law). (b) The execution and delivery performance of this Agreement and all or the other instruments and agreements to be delivered by each Seller as contemplated hereby do not, and the consummation of the transactions contemplated hereby or thereby. This Agreement has been duly executed and thereby delivered by each of the Company, Seller and PFSA and constitutes a valid and binding obligation of each of the Company, Seller and PFSA, enforceable in accordance with its terms (except to the extent that enforcement may be affected by laws relating to bankruptcy, reorganization, insolvency and creditor's rights), and each of the other agreements and instruments contemplated hereby to which the Company, Seller or PFSA is a party, when executed and delivered by the, Seller or PFSA, as applicable, in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation of such Person, enforceable in accordance with its respective terms. The assignments, endorsements, stock powers and other instruments of transfer delivered by Seller to Buyer at the Closing will be sufficient to transfer Seller's entire interest, legal and beneficial, in the Shares (other than the indirect interest Seller would retain in the Shares through the acquisition of Capital Stock of Parent by the Seller pursuant to this Agreement). Seller has, and on the Closing Date will have, full power and authority to convey good and marketable title to all of the Shares, and upon transfer to Buyer of the certificates representing such Shares, Buyer will receive good and marketable title to such Shares, free and clear of all Liens. (b) Except as set forth on the attached Restrictions Schedule, the execution and delivery by the Company, Seller and PFSA of this Agreement and all of the other agreements and instruments contemplated hereby to which the Company, Seller or PFSA is a party and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, Seller and PFSA do not and shall not (ia) conflict with any of the provisions of the certificate of incorporation or bylaws or similar governance documents of each Seller or the Purchased Companies, in each case as amended to the date of this Agreement, (ii) subject to receipt of the consents, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under (whether with or without the passage of time, the giving of notice or both), (c) result in the creation of any Lien upon the Company's or any of the Retained Subsidiaries' Capital Stock or assets pursuant to, (d) give any third party the right to modify, terminate or accelerate any obligation under, (e) result in a violation of, or constitute a default under(f) require any authorization, consent, approval, exemption or other action of or by or notice or declaration to, or result in the acceleration of any obligation or loss of any benefits underfiling with, any Material Contract third party or any court or administrative or governmental body or agency pursuant to, Seller's, PFSA's, the Company's or any of its Subsidiaries' charter documents, bylaws or other constituent documents (iii) subject including trust instruments), or any law, statute, rule or regulation to (x) which the applicable requirements Company or any of its Subsidiaries or Seller or PFSA is subject, or any agreement, instrument, license, permit, order, judgment or decree to which the Company or any of the HSR Act Company's Subsidiaries, Seller or PFSA is subject. Other than that certain Confidentiality Agreement, dated March 15, 2003 between Summit Partners, L.P. and the Company and that certain letter agreement dated June 13, 2003 among Summit Partners, L.P., the Company and Seller, neither the Company or any other applicable Antitrust Laws and (y) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, contravene any Law or any Order applicable to any Retained Subsidiaries nor Seller or the Purchased CompaniesPFSA is a party to or bound by any written or oral agreement or understanding with respect to a Company Transaction other than this Agreement, except, in the case of clauses and each such Person has terminated all discussions with third parties (iiother than with Buyer and its Affiliates) and (iii) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectregarding Company Transactions.

Authorization; Noncontravention. (a) Each Seller Purchaser has the requisite limited liability company corporate power and authority, authority and has taken all limited liability company corporate or other action necessary to execute and deliver this Agreement Agreement, the other Transaction Documents to which Purchaser is a party and all other instruments and agreements to be delivered by such Seller Purchaser as contemplated hereby and therebyhereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller Purchaser of this Agreement Agreement, the other Transaction Documents to which Purchaser is a party and all other instruments and agreements to be delivered by such Seller Purchaser as contemplated hereby, the consummation by each Seller it of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, duly authorized and approved by all necessary limited liability company, member the board of directors or other actiongoverning body of Purchaser. This Agreement has been, and all other Transaction Documents to which Purchaser is a party and instruments and agreements to be executed and delivered by each Seller Purchaser as contemplated hereby will be, duly executed and delivered by each SellerPurchaser. Assuming that this Agreement and all such other Transaction Documents, instruments and agreements constitute valid and binding obligations of Purchaser Seller and each other Person (other than SellersPurchaser) party thereto, this Agreement and all such other Transaction Documents, instruments and agreements constitute valid and binding obligations of each Seller Purchaser, enforceable against such Person Purchaser in accordance with the terms thereof, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law). (b) The execution and delivery of this Agreement Agreement, the other Transaction Documents to which Purchaser is a party and all other instruments and agreements to be delivered by each Seller Purchaser as contemplated hereby do not, and the consummation of the transactions contemplated hereby and thereby will not not, (i) conflict with any of the provisions of the certificate of incorporation or bylaws by-laws or similar governance documents of each Seller or the Purchased CompaniesPurchaser, in each case case, as amended to the date of this Agreement, (ii) subject to receipt of the consents, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, conflict with or result in a breach of, or constitute a default under, or result in the acceleration of any obligation or loss of any benefits under, any Material Contract or other instrument to which Purchaser is a party or by which Purchaser or any of its properties or assets are bound or (iii) subject to (x) the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (y) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.2(b) and Section 4.6 5.3 of the Sellers Purchaser Disclosure Letter, contravene any Law or any Order applicable to Purchaser or by which any Seller of its properties or the Purchased Companiesassets are bound, except, except in the case of clauses (ii) and (iii) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have do not had and would not reasonably be expected to haveto, individually or in the aggregate, a Material Adverse Effectprevent, materially delay or impair Purchaser’s ability to consummate the transactions contemplated by this Agreement.

Authorization; Noncontravention. (a) Each Seller CCG Entity has the requisite limited liability company corporate power and authority, and has taken all limited liability company action necessary authority to execute and deliver this Agreement and all other instruments and agreements each Ancillary Agreement to be delivered by such Seller as contemplated hereby and therebywhich it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and all other instruments any Ancillary Agreement to which it is a party by a CCG Entity and agreements to be delivered by such Seller as contemplated hereby, the consummation by each Seller it of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, been duly authorized and approved by all necessary limited liability companycorporate action on the part of the applicable CCG Entity and, member to the extent necessary, any Affiliate of such CCG Entity. No vote of, or other actionconsent by, the holders of any class or series of capital stock or Voting Debt (if any) issued by the Company is necessary to authorize the execution and delivery by the Company of this Agreement or the Ancillary Documents contemplated to be executed by the Company or the consummation by it of the transactions contemplated hereby and thereby. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller as contemplated hereby will be, been duly executed and delivered by each Seller. Assuming the Company and, assuming that this Agreement and all such other instruments and agreements constitute constitutes the valid and binding obligations of Purchaser and each other Person (other than Sellers) party theretothe Purchaser, this Agreement and all such other instruments and agreements constitute constitutes the valid and binding obligations of each Seller the Company enforceable against such Person it in accordance with the terms thereofits terms, except to the extent that as such enforcement may be limited by applicable bankruptcythe Enforceability Exceptions. Except as set forth in Section 4.2 of the Company Disclosure Letter, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law). (b) The execution and delivery by a CCG Entity of this Agreement and all other instruments and agreements each Ancillary Agreement to be delivered by each Seller as contemplated hereby which it is a party do not, and the consummation of the transactions contemplated hereby by this Agreement and thereby each Ancillary Agreement to which it is a party will not not, (ia) conflict with any of the provisions of the certificate certificates of incorporation or the bylaws or similar governance documents of each Seller or the Purchased Companiessuch CCG Entity, in each case as amended to the date of this Agreementamended, (iib) subject to receipt of the consentsrequire any consent, approvalsapproval or authorization of, authorizationsdeclaration or filing with, declarationsnotice to, filings and notices set forth in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letteror action by, any Person under, conflict with or with, result in a breach ofof or default (with or without due notice or lapse of time or both) or cause or permit termination, cancellation, acceleration or constitute a default other change of any right or obligation or the loss of any benefit under, any material Permits or Contract to which a CCG Entity is a party or by which a CCG Entity or any Asset is bound or subject, (c) result in the acceleration creation of any obligation or loss of Liens other than Permitted Liens on any benefits under, any Material Contract Assets or (iiid) subject to (x) the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (y) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, contravene any Law domestic or foreign Laws applicable to the Seller or its Affiliates or any Order applicable to any writ, judgment, injunction, decree, determination or award currently in effect and binding on the Seller or the Purchased Companiesits Affiliates, except, in the case of clauses (iib), (c) and (iiid) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have not had and as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Authorization; Noncontravention. (a) Each Seller Subject to receipt of the Requisite Shareholder Approval, the Company has the requisite limited liability company corporate power and authority, authority and has taken all limited liability company corporate or other action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller the Company as contemplated hereby and therebyhereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller the Company of this Agreement and all other instruments and agreements to be delivered by such Seller the Company as contemplated hereby, the consummation by each Seller it of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, been duly authorized and approved by all necessary limited liability companycorporation action on the part of the Company, member or other actionand no further corporate action is required on behalf of the Company to authorize this Agreement and the transactions contemplated hereby, subject only to the receipt of the Requisite Shareholder Approval. The only action required of the Shareholders to adopt and approve this Agreement and the transactions contemplated hereby is the affirmative vote of a majority of the Common Shares (the “Requisite Shareholder Approval”). This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller the Company as contemplated hereby will be, be duly executed and delivered by each Sellerthe Company. Assuming that this Agreement and all such other instruments and agreements constitute constitutes a valid and binding obligations of Purchaser Parent and Merger Sub and each other Person (other than Sellersthe Company) party theretohereto, this Agreement constitutes a valid and binding obligations of the Company, enforceable against the Company in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally, and by general equitable principles. Assuming that all such other instruments and agreements to be delivered by the Company as contemplated hereby constitute valid and binding obligations of Parent and Merger Sub and each Seller other Person (other than the Company) party thereto, such instruments and agreements will constitute valid and binding obligations of the Company enforceable against such Person the Company in accordance with the terms thereoftheir terms, except to the extent that as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law)principles. (b) The execution and delivery of this Agreement and all other instruments and agreements to be delivered by each Seller the Company as contemplated hereby do not, and the consummation of the transactions contemplated hereby and thereby will not not, (i) conflict with any of the provisions of the certificate articles of incorporation or bylaws or similar governance documents of each Seller or the Purchased CompaniesCompany, in each case as amended to the date of this Agreement, (ii) subject to receipt except as set forth on Section 3.02(b) of the consents, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.6 of the Sellers Company Disclosure Letter, conflict with or result in a breach of, or constitute a default under, or result in the acceleration of any obligation or loss of any benefits under, any Material Contract or other instrument to which the Company is a party or by which the Company or any of its respective properties or assets are bound or (iii) subject to (x) the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (y) receipt of the consents, consents approvals, authorizations, declarations, filings and notices referred to in Section 4.2(b) and Section 4.6 3.04 of the Sellers Company Disclosure Letter, contravene any Law or any Order applicable to the Company or by which any Seller of its properties or the Purchased Companies, except, assets are bound except (in the case of clauses (ii) and (iii) above, ) for such conflicts, breachesviolations, defaults, consents, approvals, authorizations, declarations, filings breaches or notices defaults which have not had and would not reasonably be expected to havenot, individually or in the aggregate, a Material Adverse Effectreasonably be likely to be material to the Company, or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement.

Authorization; Noncontravention. (a) Each Seller The Company has the requisite limited liability company corporate power and authority, authority and has taken all limited liability company corporate action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby and therebyAgreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by each Seller of this Agreement by the Company and all other instruments and agreements to be delivered by such Seller as contemplated hereby, the consummation by each Seller it of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, been duly authorized and approved adopted by all the Company Board, and the Company Board has recommended the approval of this Agreement by the Shareholders. No other corporate action on the part of the Company is necessary limited liability companyto authorize the execution, member or delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby (other actionthan the Shareholder Approval and the filing of the merger documents required by the ARS). This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller as contemplated hereby will be, been duly executed and delivered by each Seller. Assuming the Company and, assuming that this Agreement and all such other instruments and agreements constitute constitutes a valid and binding obligations obligation of Purchaser Parent and each other Person (other than Sellers) party theretoMerger Sub, this Agreement and all such other instruments and agreements constitute constitutes a valid and binding obligations obligation of each Seller the Company enforceable against such Person the Company in accordance with the terms thereofits terms, except to the extent that such enforcement its enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law)principles. (b) The execution and delivery of this Agreement and all other instruments and agreements to be delivered by each Seller as contemplated hereby do not, and the consummation of the transactions contemplated hereby and thereby by this Agreement will not not, (i) conflict with any of the provisions of the certificate Company’s articles of incorporation or bylaws by-laws or similar governance documents other equivalent charter documents, as applicable, of each Seller or the Purchased CompaniesCompany, in each case as amended to the date of this AgreementAgreement (the “Company Charter Documents”), (ii) subject to receipt of the consents, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, conflict with or result in a breach of, or constitute a default under, or result in the acceleration of any obligation or loss of any benefits under, any Material Contract or (iii) subject to (x) the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (y) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter3.4; conflict with or result in a breach of, contravene or default under, any Law Material Contract or any Order applicable to any Seller Real Property Lease, or the Purchased Companies, except, in the case of clauses (ii) and (iii) above, for such conflicts, breaches, defaults, subject to the consents, approvals, authorizations, declarations, filings and notices referred to in Section 3.4, contravene any applicable domestic or notices which have not had and would not reasonably be expected to have, individually foreign Law or Order currently in the aggregate, a Material Adverse Effecteffect.

Authorization; Noncontravention. (a) Each Seller has the requisite limited liability company power and authority, and has taken all limited liability company action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and all of the other agreements and instruments contemplated hereby to which Seller or the Company is a party have been duly authorized by the Seller and the Company, and no other act (corporate or otherwise) or other proceeding on the part of Seller, its shareholders, or the Company is necessary to authorize the execution, delivery or performance of this Agreement or the other agreements to be delivered by such Seller as contemplated hereby, hereby and the consummation by each Seller of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, duly authorized and approved by all necessary limited liability company, member or other actionthereby. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller as contemplated hereby will be, been duly executed and delivered by each Seller. Assuming that this Agreement Seller and all such other instruments the Company and agreements constitute constitutes a valid and binding obligations obligation of Purchaser Seller and each other Person (other than Sellers) party thereto, this Agreement and all such other instruments and agreements constitute valid and binding obligations of each Seller the Company enforceable against such Person in accordance with the its terms thereof, (except to the extent that such enforcement as enforceability may be limited by applicable laws relating to bankruptcy, insolvency, reorganization, moratorium winding-up or other similar Laws laws affecting the enforcement of creditors’ rights generally and by general equitable principles of equity), and each of the other agreements and instruments contemplated hereby to which Seller or the Company is a party, when executed and delivered by Seller or the Company in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation of Seller or the Company, as applicable, enforceable in accordance with its respective terms (whether considered except as enforceability may be limited by laws relating to bankruptcy, insolvency, winding-up or other similar laws affecting the enforcement of creditors’ rights and by general principles of equity). The assignments, endorsements, stock powers and other instruments of transfer delivered by Seller to Buyer at the Closing will be sufficient to transfer the Seller’s entire interest, legal and beneficial, in a proceeding in equity or at law)the Shares. (b) The execution and delivery by Seller of this Agreement and all of the other agreements and instruments and agreements to be delivered by each Seller as contemplated hereby do not, to which Seller is a party and the consummation fulfillment of and compliance with the transactions contemplated hereby respective terms hereof and thereby will thereof by Seller do not and shall not (i) conflict with any of the provisions of the certificate of incorporation or bylaws or similar governance documents of each Seller or the Purchased Companies, in each case as amended to the date of this Agreement, (ii) subject to receipt of the consents, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under (whether with or without the passage of time, the giving of notice or both), (iii) result in the creation of any Lien upon the Company’s or any of its Subsidiaries’ Capital Stock or assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of, or constitute a default under(vi) require any authorization, consent, approval, exemption or other action of or by or notice or declaration to, or result in the acceleration of any obligation or loss of any benefits underfiling with, any Material Contract third party or (iii) subject any court or administrative or governmental body or agency pursuant to (x) the applicable requirements Company’s or any of its Subsidiaries’ charter documents, bylaws or other constituent documents, or any law, statute, rule or regulation to which the Company or any of its Subsidiaries or the Seller is subject, or any material agreement, instrument, license, permit, order, judgment or decree to which the Company or Seller is subject; provided, that Seller makes no such representation as to whether change-of-control consents are required under store leases or other contracts of the HSR Act and any Company or its Subsidiaries (other applicable Antitrust Laws and (y) receipt than a contractual obligation that would prohibit the sale of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.2(b) and Section 4.6 Shares or completion of the Sellers Disclosure Letter, contravene any Law or any Order applicable to any Seller or the Purchased Companies, except, in the case of clauses (ii) and (iii) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effecttransactions contemplated hereby).

Authorization; Noncontravention. (a) Each Seller of Parent and each of the Merger Subs has the requisite limited liability company power and authority, authority and has taken all limited liability company action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller Parent and Merger Subs as contemplated hereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement by Parent and Merger Subs and all other instruments and agreements to be delivered by such Seller Parent and Merger Subs as contemplated hereby, the consummation by each Seller of them of the transactions contemplated hereby and thereby and the performance by each of its them of their respective obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, been duly authorized and approved by all necessary limited liability company, member or other action. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller of Parent and each of the Merger Subs as contemplated hereby will shall be, duly executed and delivered by each Sellerof Parent and each of the Merger Subs. Assuming that this Agreement and all such other instruments and agreements constitute constitutes a valid and binding obligations obligation of Purchaser GP and each other Person (other than Sellers) party theretothe Partnership, this Agreement and all such other instruments and agreements constitute constitutes a valid and binding obligations obligation of each Seller of Parent and each of the Merger Subs, enforceable against such Person each of Parent and each of the Merger Subs in accordance with the terms thereofits terms, except to the extent that as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally generally, and by general equitable principles (whether considered in a proceeding in equity or at law)principles. (b) The execution and delivery of this Agreement and all other instruments and agreements to be delivered by each Seller of Parent and each of the Merger Subs as contemplated hereby do not, and the consummation of the transactions contemplated hereby and thereby will not shall not, (i) conflict with any of the provisions of the certificate articles of incorporation or bylaws regulations or similar governance equivalent charter or organizational documents of each Seller or of Parent and each of the Purchased CompaniesMerger Subs, in each case as amended to the date of this Agreementamended, (ii) subject to receipt of the consents, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, conflict with or result in a breach of, or constitute a default under, or result in the acceleration of any obligation or loss of any benefits under, any Material material Contract or other instrument to which Parent or either Merger Sub is a party or by which Parent or either Merger Sub or any of their respective properties or assets are bound or (iii) subject to (x) the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (y) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to required under any Antitrust Laws or set forth in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter5.4, contravene any Law or any Order applicable to Parent or either Merger Sub or by which any Seller of their respective properties or the Purchased Companiesassets are bound, except, in the case of clauses clause (ii) and (iii) above, for such conflicts, breaches, defaultsdefaults or accelerations which, or such consents, approvals, authorizations, declarations, filings or notices the failure of which have not had and to obtain, would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Authorization; Noncontravention. (a) Each Seller has the requisite limited liability company power and authority, and has taken all limited liability company action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and all of the other agreements and instruments and agreements contemplated hereby to be delivered by such Seller as contemplated hereby, which the consummation Companies are a party have been duly authorized by each Seller of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have beenCompanies, and in the case of documents required to be delivered at the Closing will be, duly authorized and approved by all necessary limited liability company, member no other corporate act or other action. This Agreement has beenproceeding on the part of the Companies or the boards of directors is necessary to authorize the execution, and all other instruments and agreements to be executed and delivered by each Seller as contemplated hereby will be, duly executed and delivered by each Seller. Assuming that this Agreement and all such other instruments and agreements constitute valid and binding obligations of Purchaser and each other Person (other than Sellers) party thereto, this Agreement and all such other instruments and agreements constitute valid and binding obligations of each Seller enforceable against such Person in accordance with the terms thereof, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium delivery or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law). (b) The execution and delivery performance of this Agreement and all or the other instruments and agreements to be delivered by each Seller as contemplated hereby do not, and the consummation of the transactions contemplated hereby or thereby. This Agreement has been duly executed and thereby delivered by each of the Companies and Sellers and constitutes a valid and binding obligation of each of the Companies and Sellers, enforceable against each in accordance with its terms, and each of the other agreements and instruments contemplated hereby to which the Companies or any Seller is a party, when executed and delivered by the Companies or such Seller(s), as applicable, in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation of such Person, enforceable in accordance with its respective terms (subject to bankruptcy, moratorium or similar laws affecting creditor's rights and general principles of equity, including principles of commercial reasonableness, good faith and fair dealing, regardless of whether enforcement is sought in a proceeding at law or equity). Except as set forth on the attached RESTRICTIONS SCHEDULE and assuming the accuracy of the representation set forth in SECTION 6.9, the execution and delivery by the Companies and Sellers of this Agreement and all of the other agreements and instruments contemplated hereby to which the Companies or any Seller(s) is a party and the fulfillment of and compliance with the respective terms hereof and thereof by the Companies and Sellers do not and will not (ia) conflict with any of the provisions of the certificate of incorporation or bylaws or similar governance documents of each Seller or the Purchased Companies, in each case as amended to the date of this Agreement, (ii) subject to receipt of the consents, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under (whether with or without the passage of time, the giving of notice or both), (c) result in the creation of any Lien upon any of the Companies' capital stock or assets pursuant to, (d) give any third party the right to modify, terminate or accelerate any obligation under, (e) result in a violation of, or constitute a default under(f) require any authorization, consent, approval, exemption or other action of or by or notice or declaration to, or result in the acceleration of any obligation or loss of any benefits underfiling with, any Material Contract third party or (iii) subject any court or administrative or governmental body or agency pursuant to, the Companies' or any of its Subsidiaries' charter documents, bylaws or other constituent documents, or any law, statute, rule or regulation to (x) the applicable requirements which any of the HSR Act and any other applicable Antitrust Laws and (y) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, contravene any Law Companies or any Order applicable Seller is subject, or any agreement, instrument, license, permit, order, judgment or decree to which the Companies or any Seller or the Purchased Companiesis subject, except, in the case of clauses (ii) and (iii) above, except for such conflicts, breachesdefaults, defaultsLiens, third party rights, violations, authorizations, consents, approvals, authorizationsexemptions, declarationsactions, notices or filings or notices which have not had and would not reasonably be expected material. Neither the Companies nor any Seller is a party to haveor bound by any written or oral agreement or understanding with respect to a Company Transaction other than this Agreement, individually or in the aggregate, a Material Adverse Effectand each such Person has terminated all discussions with third parties (other than with Buyer and its Affiliates) regarding Company Transactions.

Authorization; Noncontravention. (a) Each Seller The Purchaser has the requisite limited liability company corporate power and authority, and has taken all limited liability company action necessary authority to execute and deliver this Agreement and all other instruments and agreements each Ancillary Agreement to be delivered by such Seller as contemplated hereby and therebywhich it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and all other instruments any Ancillary Agreement to which it is a party by the Purchaser and agreements to be delivered by such Seller as contemplated hereby, the consummation by each Seller the Purchaser of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, been duly authorized and approved by all necessary limited liability company, member or other actionboard and shareholder action on the part of the Purchaser. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller as contemplated hereby will be, been duly executed and delivered by each Seller. Assuming the Purchaser and, assuming that this Agreement and all such other instruments and agreements constitute constitutes the valid and binding obligations of Purchaser and each the other Person (other than Sellers) party parties thereto, this Agreement and all such other instruments and agreements constitute constitutes the valid and binding obligations of each Seller the Purchaser, enforceable against such Person the Purchaser in accordance with the terms thereofits terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws affecting the enforcement of creditors’ rights generally generally, and by general equitable principles (whether considered in a proceeding in equity or at law). (b) principles. The execution and delivery of this Agreement and all other instruments and agreements to be delivered by each Seller as contemplated hereby do does not, and the consummation of the transactions contemplated hereby and thereby by this Agreement will not not, (ia) conflict with any of the provisions of the certificate or articles of incorporation or bylaws by-laws (or similar governance documents any other organizational document) of each Seller or the Purchased CompaniesPurchaser, in each case as amended to the date of this Agreement, (iib) subject to receipt of the consentsrequire any consent of, approvalsor any action by, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.6 of the Sellers Disclosure LetterPerson under, conflict with or with, result in a breach ofof or default under (with or without due notice or lapse of time or both) or cause a permit termination, cancellation, acceleration or constitute a default under, or result in the acceleration other change of any right or obligation or the loss of any benefits benefit under, any Material Contract written agreement, contracts, or other binding written commitments, arrangements or plans to which the Purchaser is a party or by which the Purchaser or any of its respective assets is bound or subject or (iiic) subject to (x) the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (y) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, contravene any domestic or foreign Law or any Order applicable to any Seller order, writ, judgment, injunction, decree, determination or the Purchased Companiesaward currently in effect, exceptwhich, in the case of clauses (iib) and (iiic) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have not had and would not reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect.

Authorization; Noncontravention. (a) Each Seller has the requisite limited liability company power and authority, and has taken all limited liability company action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and all the Ancillary Agreements to which either Seller is a party has been duly authorized by the respective Seller, and no other instruments and agreements to be delivered by corporate act or other proceeding on the part of such Seller as contemplated herebyor its board of directors is necessary to authorize the execution, the consummation by each Seller of the transactions contemplated hereby and thereby and the delivery or performance of its obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, duly authorized and approved by all necessary limited liability company, member or other action. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller as contemplated hereby will be, duly executed and delivered by each Seller. Assuming that this Agreement and all such other instruments and agreements constitute valid and binding obligations of Purchaser and each other Person (other than Sellers) party thereto, this Agreement and all such other instruments and agreements constitute valid and binding obligations of each Seller enforceable against such Person in accordance with the terms thereof, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law). (b) The execution and delivery of this Agreement and all other instruments and agreements to be delivered by each Seller as contemplated hereby do not, or the Ancillary Agreements and the consummation of the transactions contemplated hereby or thereby. (b) This Agreement has been duly executed and thereby delivered by each Seller and constitutes a valid and binding obligation of each Seller, enforceable against it in accordance with its terms, and each of the other Ancillary Agreements to which either Seller is or will be a party, when executed and delivered by such Seller and the other parties thereto, as applicable, in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation of such Seller, as applicable, enforceable against such Seller in accordance with its respective terms, except in the case of this Agreement or any such other Ancillary Agreements, as enforceability may be limited or affected by applicable bankruptcy, insolvency, reorganization or other Laws of general application relating to or affecting the rights of creditors and except as enforceability may be limited by rules of law governing specific performance, injunctive relief or other equitable remedies. (c) The execution and delivery by Sellers of this Agreement and the Ancillary Agreements and the fulfillment of and compliance with the respective terms hereof and thereof by Sellers do not and shall not (i) conflict with any of the provisions of the certificate of incorporation or bylaws or similar governance documents of each Seller or the Purchased Companies, in each case as amended to the date of this Agreement, (ii) subject to receipt of the consents, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under (whether with or without the passage of time, the giving of notice or both), (iii) result in the creation of any Encumbrance upon the Transferred Companies’ capital stock or assets pursuant to, (iv) give any third party thereto the right to modify, terminate or accelerate any obligation under, (v) result in a violation of, or constitute a default under(vi) require any authorization, consent, approval or exemption of or by or notice or declaration to, or result filing with, any third party or any Governmental Authority pursuant to, (A) Sellers’ and the Transferred Companies’ respective charter documents, by-laws, memorandum of association, or other applicable constituent documents, as the case may be, (B) any Law to which Sellers or the Transferred Companies are subject, or (C) any agreement, instrument, license, permit, order, judgment or decree to which Sellers or the Transferred Companies is a party or, in the acceleration case of any obligation an order, judgment or loss of any benefits underdecree, any Material Contract or (iii) subject to (x) the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (y) receipt of the consentsis subject, approvals, authorizations, declarations, filings and notices referred to in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, contravene any Law or any Order applicable to any Seller or the Purchased Companies, except, except in the case of clauses (iiB) and (iii) aboveC), for any such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have not had and matter that would not reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect.

Authorization; Noncontravention. (a) Each Seller Purchaser has the requisite limited liability company power and authority, authority and has taken all limited liability company action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller Purchaser as contemplated hereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement by Purchaser and all other instruments and agreements to be delivered by such Seller Purchaser as contemplated hereby, the consummation by each Seller Purchaser of the transactions contemplated hereby and thereby and the performance by Purchaser of its obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, been duly authorized and approved by all necessary limited liability company, member or other company action. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller Purchaser as contemplated hereby will shall be, duly executed and delivered by each SellerPurchaser. Assuming that this Agreement and all such other instruments and agreements constitute constitutes a valid and binding obligations obligation of Purchaser Seller and each other Person (other than Sellers) party theretothe Company, this Agreement and all such other instruments and agreements constitute constitutes a valid and binding obligations obligation of each Seller Purchaser, enforceable against such Person Purchaser in accordance with the terms thereofits terms, except to the extent that as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally generally, and by general equitable principles (whether considered in a proceeding in equity or at law)principles. (b) The execution and delivery by Purchaser of this Agreement and all other instruments and agreements to be delivered by each Seller Purchaser as contemplated hereby do not, and the consummation of the transactions contemplated hereby and thereby will not not, (i) conflict with any of the provisions of the certificate Constituent Documents of incorporation or bylaws or similar governance documents of each Seller or the Purchased Companies, in each case as amended to the date of this AgreementPurchaser, (ii) subject to receipt of the consentsconflict with, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, conflict with or result in a breach of, or constitute a default under, or result in the acceleration of any obligation or loss of any benefits under, any Material Contract or other instrument to which Purchaser is a party or by which Purchaser or any of its properties or assets are bound or (iii) subject to (x) the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (y) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to required under any Antitrust Laws or set forth in Section 4.2(b) and Section 4.6 5.3 of the Sellers Purchaser Disclosure Letter, contravene any Law or any Order applicable to Purchaser or by which any Seller of its properties or the Purchased Companiesassets are bound, except, in the case of clauses (ii) and (iii) above, for such conflicts, breaches, defaultsdefaults or accelerations which, or such consents, approvals, authorizations, declarations, filings or notices the failure of which have not had and to obtain, would not reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect.

Authorization; Noncontravention. (a) Each Seller Purchaser has the requisite limited liability company corporate power and authority, authority and has taken all limited liability company corporate action necessary to execute and deliver this Agreement and all the other instruments and agreements Transaction Documents to be delivered by such Seller as contemplated hereby and therebywhich it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution, delivery and performance by each Seller Purchaser of this Agreement and all the other instruments Transaction Documents to which it is a party, and agreements to be delivered by such Seller as contemplated hereby, the consummation by each Seller Purchaser of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder Transactions, have been, and in the case of documents required to be delivered at the Closing will be, been duly authorized and approved by all necessary limited liability companycorporate action. No other corporate action on the part of Purchaser is necessary to authorize the execution, member delivery and performance by Purchaser of this Agreement or the other actionTransaction Documents to which it is a party and the consummation of the Transactions. This Agreement has been, and all the other instruments and agreements Transaction Documents to be which Purchaser is a party, when executed and delivered by each Seller as contemplated hereby will be, duly executed and delivered by each Seller. Assuming Purchaser, and assuming that this Agreement and all such the other instruments and agreements Transaction Documents to which Purchaser is a party constitute a valid and binding obligations obligation of Purchaser and each the other Person (other than Sellers) party parties thereto, this Agreement and all such other instruments and agreements constitute a valid and binding obligations obligation of each Seller Purchaser enforceable against such Person Purchaser in accordance with the terms thereoftheir terms, except to the extent that such enforcement their enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law)principles. (b) The execution and delivery of this Agreement and all the other instruments and agreements Transaction Documents to be delivered by each Seller as contemplated hereby which Purchaser is a party do not, and the consummation of the transactions contemplated hereby by this Agreement and thereby the other Transaction Documents will not not, (i) conflict with any of the provisions of the Purchaser’s certificate of incorporation or bylaws or similar governance documents of each Seller or the Purchased Companiesby-laws, in each case case, as amended to the date of this Agreement, (ii) subject to receipt of the consents, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, conflict with or result in a breach of, or constitute a default under, or result in the acceleration of any obligation or loss of any benefits under, any Material Contract or (iii) subject to (x) the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (y) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.2(b3.4, conflict with or result in a breach of, or default under, any material contract to which Purchaser is a party to, or (iii) subject to the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.6 of the Sellers Disclosure Letter3.4, contravene any Law or any Order applicable to any Seller or the Purchased Companiescurrently in effect, exceptwhich, in the case of clauses (ii) and (iii) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have not had and would not reasonably be expected to have, individually or in have a material adverse effect on the aggregate, a Material Adverse Effectability of Purchaser to consummate the Transactions.

Authorization; Noncontravention. (a) Each Seller has the requisite limited liability company power and authority, and has taken all limited liability company action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and all of the other agreements and instruments and agreements contemplated hereby to be delivered by which such Seller as contemplated hereby, the consummation is a party have been duly authorized by each Seller any action required of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have beensuch Seller, and in no other act on the case part of documents required such Seller is necessary to be delivered at authorize the Closing will beexecution, duly authorized and approved by all necessary limited liability company, member delivery or other action. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller as contemplated hereby will be, duly executed and delivered by each Seller. Assuming that this Agreement and all such other instruments and agreements constitute valid and binding obligations of Purchaser and each other Person (other than Sellers) party thereto, this Agreement and all such other instruments and agreements constitute valid and binding obligations of each Seller enforceable against such Person in accordance with the terms thereof, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law). (b) The execution and delivery performance of this Agreement and all or the other instruments and agreements to be delivered by each Seller as contemplated hereby do not, and the consummation of the transactions contemplated hereby or thereby. This Agreement has been duly executed and thereby will delivered by such Seller and constitutes a valid and binding obligation of such Seller, enforceable in accordance with its terms (except as enforceability may be limited by bankruptcy laws, other laws affecting creditor's rights and general equitable principles affecting the availability of specific performance and other equitable remedies), and each of the other agreements and instruments contemplated hereby to which such Seller is a party, when executed and delivered by such Seller, in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation of such Seller, enforceable in accordance with its respective terms (except as enforceability may be limited by bankruptcy laws, other laws affecting creditor's rights and general equitable principles affecting the availability of specific performance and other equitable remedies). Except as set forth on the attached Restrictions Schedule, the execution and delivery by such Seller of this Agreement and all of the other agreements and instruments contemplated hereby to which such Seller is a party and the fulfillment of and compliance with the respective terms hereof and thereof by such Seller do not and shall not (ia) conflict with any of the provisions of the certificate of incorporation or bylaws or similar governance documents of each Seller or the Purchased Companies, in each case as amended to the date of this Agreement, (ii) subject to receipt of the consents, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under (whether with or without the passage of time, the giving of notice or both), (c) result in the creation of any Encumbrance upon the Company's or any of its Subsidiaries' equity securities or assets pursuant to, (d) give any third party the right to modify, terminate or accelerate any obligation under (whether or not dependent upon additional criteria), (e) result in a violation of, or constitute a default under(f) require any authorization, consent, approval, exemption or other action of or by or notice or declaration to, or result in the acceleration of any obligation or loss of any benefits underfiling with, any Material Contract or (iii) subject to (x) the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (y) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, contravene any Law third party or any Order applicable court or administrative or governmental body or agency pursuant to any law, statute, rule or regulation to which such Seller is subject, or the Purchased Companiesany agreement, exceptinstrument, in the case of clauses license, permit, order, judgment or decree to which such Seller is subject. Such Seller is not a party to or bound by any written or oral agreement or understanding with respect to a Company Transaction other than this Agreement, and such Seller has terminated all discussions with third parties (iiother than with Buyer and its Affiliates) and (iii) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectregarding Company Transactions.

Authorization; Noncontravention. (a) Each Seller Purchaser has the requisite limited liability company corporate power and authority, authority and has taken all limited liability company corporate or other action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller Purchaser as contemplated hereby and therebyhereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller Purchaser of this Agreement and all other instruments and agreements to be delivered by such Seller Purchaser as contemplated hereby, the consummation by each Seller it of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, been duly authorized and approved by all necessary limited liability company, member or other actionthe board of directors of Purchaser. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller Purchaser as contemplated hereby will shall be, duly executed and delivered by each SellerPurchaser. Assuming that this Agreement constitutes a valid and binding obligation of Seller, this Agreement constitutes a valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally, and by general equitable principles. Assuming that all such other instruments and agreements to be delivered by Purchaser as contemplated hereby constitute valid and binding obligations of Seller, such instruments and agreements shall constitute valid and binding obligations of Purchaser and each other Person (other than Sellers) party thereto, this Agreement and all such other instruments and agreements constitute valid and binding obligations of each Seller enforceable against such Person Purchaser in accordance with the terms thereoftheir terms, except to the extent that as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law)principles. (b) The execution and delivery of this Agreement and all other instruments and agreements to be delivered by each Seller Purchaser as contemplated hereby do not, and the consummation of the transactions contemplated hereby and thereby will not shall not, (i) conflict with any of the provisions of the certificate of incorporation or bylaws or similar governance documents by-laws of each Seller or the Purchased CompaniesPurchaser, in each case as amended to the date of this Agreement, (ii) subject to receipt of the consents, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, conflict with or result in a breach of, or constitute a default under, or result in the acceleration of any obligation or loss of any benefits under, any Material material Contract or other instrument to which Purchaser is a party or by which Purchaser or any of its properties or assets are bound, or (iii) subject to (xA) the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (yB) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letternotices, contravene any Law or any Order applicable to Purchaser or by which any Seller of its properties or the Purchased Companies, except, in the case of clauses (ii) and (iii) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectassets are bound.

Authorization; Noncontravention. (a) Each Seller The Company has the requisite limited liability company all necessary corporate power and authority, and has taken all limited liability company action necessary authority to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby and therebythe Ancillary Agreements, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Board of Directors of the Company has adopted resolutions at a meeting duly called and held, subject to all necessary Approvals in the Chapter 11 Cases, (i) authorizing and approving this Agreement, the Ancillary Agreements, the Amended and Restated Certificate of Incorporation, the Amended and Restated Bylaws, the Rights Agreement, the issuance of the New Common Stock to the Standby Purchasers at the Closing and the other transactions contemplated hereby and by the Ancillary Agreements on the terms and subject to the conditions set forth herein and therein, and (ii) directing that the Plan, including the Amended and Restated Certificate of Incorporation, the Amended and Restated By-Laws, the Ancillary Agreements and the Rights Agreement, be submitted for all necessary Approvals in the Chapter 11 Cases. (b) The execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements have been duly and validly authorized by all other instruments and agreements necessary corporate action and, subject to be delivered by such Seller as contemplated herebythe entry of the Confirmation Order, the consummation by each Seller the Company of the transactions contemplated hereby and thereby thereby, including the issuance, sale and delivery of the performance of its obligations hereunder New Common Stock, have been duly and thereunder have beenvalidly authorized by all necessary corporate action, and in no other corporate proceedings on the case part of documents required the Company or vote of holders of any class or series of capital stock of the Company is necessary to be delivered at authorize this Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereby and thereby, including the issuance, sale and delivery of the Standby Purchase Shares pursuant to this Agreement, including any approval under the rules and regulations of any securities exchange on which the Company’s equity securities are or, after the Closing will be, duly authorized and approved by all necessary limited liability company, member or other actiontraded. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller as contemplated hereby will be, been duly executed and delivered by the Company and (assuming due authorization by ▇▇▇▇▇▇▇ and each Seller. Assuming that this Agreement Standby Purchaser and all such other instruments due execution and agreements constitute delivery by ▇▇▇▇▇▇▇) constitutes, and each Ancillary Agreement, when executed and delivered by the Company (assuming due authorization, execution and delivery by each Standby Purchaser), will constitute, a valid and binding obligations obligation of Purchaser and each other Person (other than Sellers) party thereto, this Agreement and all such other instruments and agreements constitute valid and binding obligations of each Seller the Company enforceable against such Person the Company in accordance with the terms thereofits terms, except to the extent that such enforcement as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or and other similar Laws relating to or affecting the enforcement of creditors’ rights generally and or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at lawLaw). (b) . The execution sale and delivery of this Agreement and all other instruments and agreements to be delivered by each Seller as contemplated hereby do not, and the consummation issuance of the transactions contemplated hereby and thereby will Standby Shares at Closing are not (i) conflict with any of the provisions of the certificate of incorporation or bylaws or similar governance documents of each Seller or the Purchased Companies, in each case as amended to the date of this Agreement, (ii) subject to receipt any preemptive rights or rights of the consents, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, conflict with or result in a breach of, or constitute a default under, or result in the acceleration of any obligation or loss of any benefits under, any Material Contract or (iii) subject to (x) the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (y) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, contravene any Law or any Order applicable to any Seller or the Purchased Companies, except, in the case of clauses (ii) and (iii) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectfirst offer.

Authorization; Noncontravention. (a) Each Seller has the requisite limited liability company power and authority, and has taken all limited liability company action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby, the consummation by each Seller of the transactions other agreements and instruments contemplated hereby to which the Company or any Seller is a party have been duly authorized by the Company and thereby and the performance of its obligations hereunder and thereunder have beensuch Seller(s), as applicable, and in the case of documents required to be delivered at the Closing will be, duly authorized and approved by all necessary limited liability company, member no other corporate act or other action. This Agreement has beenproceeding on the part of the Company, and all other instruments and agreements its board of directors or any Seller is necessary to be executed and delivered by each Seller as contemplated hereby will beauthorize the execution, duly executed and delivered by each Seller. Assuming that this Agreement and all such other instruments and agreements constitute valid and binding obligations of Purchaser and each other Person (other than Sellers) party thereto, this Agreement and all such other instruments and agreements constitute valid and binding obligations of each Seller enforceable against such Person in accordance with the terms thereof, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium delivery or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law). (b) The execution and delivery performance of this Agreement and all or the other instruments and agreements to be delivered by each Seller as contemplated hereby do not, and the consummation of the transactions contemplated hereby or thereby. This Agreement has been duly executed and thereby will not (i) conflict with any of delivered by each Seller and the provisions of the certificate of incorporation or bylaws or similar governance documents Company and constitutes a valid and binding obligation of each Seller and the Company, enforceable in accordance with its terms, and each of the other agreements and instruments contemplated hereby to which the Company or any Seller is a party, when executed and delivered by the Purchased CompaniesCompany or such Seller(s), as applicable, in accordance with the terms hereof and thereof, shall each case constitute a valid and binding obligation of such Person, enforceable in accordance with its respective terms. Except as amended set forth on the attached RESTRICTIONS SCHEDULE and except for any filing, notice or authorization required pursuant to the date HSR Act, the execution and delivery by the Company and Sellers of this Agreement, (ii) subject to receipt Agreement and all of the consents, approvals, authorizations, declarations, filings other agreements and notices set forth in Section 4.2(binstruments contemplated hereby to which the Company or any Seller is a party and the fulfillment of and compliance with the respective terms hereof and thereof by the Company and Sellers do not and shall not (a) and Section 4.6 of the Sellers Disclosure Letter, conflict with or result in a breach of, or constitute a default under, or result in the acceleration of any obligation or loss of any benefits under, any Material Contract or (iii) subject to (x) the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (y) receipt of the consentsterms, approvals, authorizations, declarations, filings and notices referred to in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, contravene any Law conditions or any Order applicable to any Seller or the Purchased Companies, except, in the case of clauses (ii) and (iii) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.provisions of,

Authorization; Noncontravention. (a) Each Seller of Purchaser and Merger Sub has the requisite limited liability company corporate power and authority, and has taken all limited liability company action necessary authority to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by each Seller of this Agreement by Purchaser and all other instruments Merger Sub and agreements to be delivered by such Seller as contemplated hereby, the consummation by each Seller of them of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, been duly authorized and approved by all the board of directors of each of Purchaser and Merger Sub. Purchaser has adopted and approved this Agreement, the Merger and the transactions contemplated hereby. No other corporate action on the part of either of Purchaser or Merger Sub is necessary limited liability companyto authorize the execution, member or delivery and performance of this Agreement by each of Purchaser and Merger Sub and the consummation of the transactions contemplated hereby (other actionthan the filing of the appropriate merger documents as required by the DGCL). This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller as contemplated hereby will be, been duly executed and delivered by each Seller. Assuming of Purchaser and Merger Sub and, assuming that this Agreement and all such other instruments and agreements constitute constitutes a valid and binding obligations obligation of the Company, constitutes a valid and binding obligation of each of Purchaser and each other Person (other than Sellers) party theretoMerger Sub, this Agreement and all such other instruments and agreements constitute valid and binding obligations of each Seller enforceable against such Person each of Purchaser and Merger Sub in accordance with the terms thereofits terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws affecting the enforcement of creditors’ rights generally generally, and by general equitable principles (whether considered in a proceeding in equity or at law). (b) principles. The execution and delivery of this Agreement and all other instruments and agreements to be delivered by each Seller as contemplated hereby do not, and the consummation of the transactions contemplated hereby and thereby by this Agreement will not not, (ia) conflict with with, violate, or result in the violation of any of the provisions of the certificate of incorporation or bylaws of Purchaser or similar governance documents Merger Sub, or any resolutions adopted by the stockholders, board of each Seller directors or other governing body of Purchaser or Merger Sub, (b) with or without the passage of time or the Purchased Companies, in each case as amended to the date giving of this Agreement, (ii) subject to receipt of the consents, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letternotice or both, conflict with or result in a material breach of, or constitute a default under, or require any Consent under, or result in the acceleration creation of any obligation Lien upon any property or loss assets of Purchaser or Merger Sub pursuant to any benefits undermaterial Contract to which Purchaser or Merger Sub is a party or by which Purchaser or Merger Sub or their respective properties may be bound or affected which would result in a Material Adverse Effect on Purchaser or Merger Sub, any Material Contract or (iiic) subject to (x) the applicable requirements of the HSR Act Consents and any other applicable Antitrust Laws and (y) receipt of the consents, approvals, authorizations, declarations, filings and notices Filings referred to in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter§4.3, contravene any material Law or any Order applicable to any Seller or the Purchased Companies, except, currently in the case of clauses (ii) and (iii) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effecteffect.

Authorization; Noncontravention. (a) Each Seller has the requisite limited liability company power and authority, and has taken all limited liability company action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby, the consummation by each Seller of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, duly authorized and approved by all necessary limited liability company, member or other action. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller as contemplated hereby will be, duly executed and delivered by each Seller. Assuming that this Agreement and all such other instruments and agreements constitute valid and binding obligations of Purchaser and each other Person (other than SellersSeller) party thereto, this Agreement and all such other instruments and agreements constitute valid and binding obligations of each Seller enforceable against such Person in accordance with the terms thereof, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law). (b) The execution and delivery of this Agreement and all other instruments and agreements to be delivered by each Seller as contemplated hereby do not, 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 bylaws or similar governance documents of each Seller or the Purchased CompaniesCompany, in each case as amended to the date of this Agreement, (ii) subject to receipt of the consents, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.6 of the Sellers Seller Disclosure Letter, conflict with or result in a breach of, or constitute a default under, or result in the acceleration of any obligation or loss of any *** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. benefits under, any Material Contract or (iii) subject to (x) the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (y) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.2(b) and Section 4.6 of the Sellers Seller Disclosure Letter, contravene any Law or any Order applicable to any Seller or the Purchased CompaniesCompany, except, in the case of clauses (ii) and (iii) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Authorization; Noncontravention. (a) Each Seller has the requisite limited liability company power The execution, delivery and authority, and has taken all limited liability company action necessary to execute and deliver performance of this Agreement and all of the other agreements and instruments contemplated hereby to which the Company is a party have been duly authorized by the Company, and no other act or proceeding on the part of the Company or its managers is necessary to authorize the execution, delivery or performance of this Agreement or the other agreements to be delivered by such Seller as contemplated hereby and thereby, to perform its obligations hereunder and thereunder and to consummate the consummation of the transactions contemplated hereby and or thereby. The execution, delivery and performance by each Seller of this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby, the consummation by each Seller of the transactions other agreements and instruments contemplated hereby and thereby and to which the performance Sellers' Representative or any of its obligations hereunder and thereunder the Sellers are a party have beenbeen duly authorized by the Sellers' Representative or such Sellers, as appropriate, and in no other act on the case part of documents required the Sellers' Representative or any of the Sellers is necessary to be delivered at authorize the Closing will beexecution, duly authorized and approved by all necessary limited liability company, member delivery or other action. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller as contemplated hereby will be, duly executed and delivered by each Seller. Assuming that this Agreement and all such other instruments and agreements constitute valid and binding obligations of Purchaser and each other Person (other than Sellers) party thereto, this Agreement and all such other instruments and agreements constitute valid and binding obligations of each Seller enforceable against such Person in accordance with the terms thereof, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law). (b) The execution and delivery performance of this Agreement and all or the other instruments and agreements to be delivered by each Seller as contemplated hereby do not, and the consummation of the transactions contemplated hereby or thereby. This Agreement has been duly executed and thereby will not (i) conflict with any delivered by each of Company, the provisions of the certificate of incorporation or bylaws or similar governance documents of Sellers' Representative and each Seller or the Purchased Companies, in each case as amended to the date of this Agreement, (ii) subject to receipt of the consents, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letterand constitutes a valid and binding obligation of the Company, the Sellers' Representative and each of the Sellers, enforceable in accordance with its terms (except as enforceability may be limited by bankruptcy laws, other laws affecting creditor's rights and general equitable principles affecting the availability of specific performance and other equitable remedies), and each of the other agreements and instruments contemplated hereby to which the Company, the Sellers' Representative or any Seller is a party, when executed and delivered by the Company, the Sellers' Representative or Sellers, as applicable, in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation of such Person, enforceable in accordance with its respective terms (except as enforceability may be limited by bankruptcy laws, other laws affecting creditor's rights and general equitable principles affecting the availability of specific performance and other equitable remedies). Except as set forth on the attached Restrictions Schedule or under the HSR Act, the execution and delivery by the Company, the Sellers' Representative and Sellers of this Agreement and all of the other agreements and instruments contemplated hereby to which the Company, the Sellers' Representative or any Seller is a party and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, the Sellers' Representative and Sellers do not and shall not (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under (whether with or without the passage of time, the giving of notice or both), (c) result in the creation of any Lien upon the Company's or any of its Subsidiaries' equity securities or assets pursuant to, (d) modify, terminate or accelerate any obligation under or give any third party the right to modify, terminate or accelerate any obligation under (whether or not dependent upon additional criteria), (e) result in a violation of, or constitute a default under(f) require any authorization, consent, approval, exemption or other action of or by or notice or declaration to, or result in the acceleration of any obligation or loss of any benefits underfiling with, any Material Contract third party or (iii) subject any court or administrative or governmental body or agency pursuant to (x) the applicable requirements Sellers' Representative's, any of the HSR Act and any other applicable Antitrust Laws and (y) receipt of Sellers', the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, contravene any Law Company's or any Order applicable of its Subsidiaries' charter documents, bylaws, operating agreement, including the Company LLC Agreement, or other constituent documents, or any law, statute, rule or regulation to which the Company or any of its Subsidiaries, the Sellers' Representative or any Seller is subject, or any agreement, instrument, license, permit, order, judgment or decree to which the Purchased CompaniesCompany or any of its Subsidiaries, exceptthe Sellers' Representative or any Seller is subject. Neither the Company or any of its Subsidiaries nor any Seller is a party to or bound by any written or oral agreement or understanding with respect to a Company Transaction other than this Agreement, in the case of clauses and each such Person has terminated all discussions with third parties (iiother than with Buyer and its Affiliates) and (iii) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectregarding Company Transactions.

Authorization; Noncontravention. (a) Each Seller Purchaser has the requisite limited liability company partnership power and authority, authority and has taken all limited liability company partnership or other action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller Purchaser as contemplated hereby and therebyhereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller Purchaser of this Agreement and all other instruments and agreements to be delivered by such Seller Purchaser as contemplated hereby, the consummation by each Seller it of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, duly authorized and approved by all necessary limited liability company, member or other actionthe board of directors of the general partner of Purchaser. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller Purchaser as contemplated hereby will be, duly executed and delivered by each SellerPurchaser. Assuming that this Agreement and all such other instruments and agreements constitute valid and binding obligations of Purchaser Seller and each other Person (other than SellersPurchaser) party thereto, this Agreement and all such other instruments and agreements constitute valid and binding obligations of each Seller Purchaser, enforceable against such Person Purchaser in accordance with the terms thereof, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law). (b) The execution and delivery of this Agreement and all other instruments and agreements to be delivered by each Seller Purchaser as contemplated hereby do not, and the consummation of the transactions contemplated hereby and thereby will not not, (i) conflict with any of the provisions of the certificate of incorporation or bylaws by-laws or similar governance documents of each Seller or the Purchased CompaniesPurchaser, in each case case, as amended to the date of this Agreement, (ii) subject to receipt of the consents, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, conflict with or result in a breach of, or constitute a default under, any Contract or result in the acceleration other instrument to which Purchaser is a party or by which Purchaser or any of any obligation its properties or loss of any benefits under, any Material Contract assets are bound or (iii) subject to (x) the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (y) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.2(b) and Section 4.6 5.3 of the Sellers Purchaser Disclosure Letter, contravene any Law or any Order applicable to Purchaser or by which any Seller of its properties or the Purchased Companiesassets are bound, except, except in the case of clauses (ii) and (iii) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have do not had and would not reasonably be expected to haveto, individually or in the aggregate, a Material Adverse Effectprevent, materially delay or impair Purchaser’s ability to consummate the transactions contemplated by this Agreement.

Authorization; Noncontravention. (a) Each Seller MIC has the requisite limited liability company corporate power and authority, authority and has taken all limited liability company corporate action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller MIC as contemplated hereby and thereby, to perform its obligations hereunder and thereunder and and, subject to the MIC Stockholder Approval, to consummate the transactions contemplated hereby and thereby. The Except for the approvals described in the following sentence, the execution, delivery and performance by each Seller of this Agreement by MIC, and all other instruments and agreements to be delivered by such Seller as contemplated hereby, the consummation by each Seller it of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder hereby, have been, and in the case of documents required to be delivered at the Closing will be, been duly authorized and approved by all necessary limited liability company, member corporate or other action. No other corporate proceedings on the part of MIC are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, including the Merger, other than the MIC Stockholder Approval and the filing of the Certificate of Merger pursuant to the DGCL. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller as contemplated hereby will be, been duly executed and delivered by each Seller. Assuming MIC and, assuming that this Agreement and all such other instruments and agreements constitute constitutes a valid and binding obligations obligation of Purchaser Parent and each other Person (other than Sellers) party theretoMerger Sub, this Agreement and all such other instruments and agreements constitute constitutes a valid and binding obligations obligation of each Seller MIC enforceable against such Person MIC in accordance with the terms thereofits terms, except to the extent that as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles principles. The MIC Board has adopted resolutions (whether considered i) determining that this Agreement and the transactions contemplated hereby, including the Merger, are advisable and fair to, and in the best interests of, MIC and its stockholders, (ii) approving this Agreement and the transactions contemplated hereby, including the Merger, (iii) directing that this Agreement be submitted for consideration at a proceeding in equity or at law)meeting of MIC’s stockholders and (iv) recommending that the stockholders of MIC, on a binding, advisory basis, approve this Agreement and the transactions contemplated hereby, including the Merger. (b) The execution and delivery by MIC of this Agreement and all other instruments and agreements to be delivered by each Seller as contemplated hereby do not, and the consummation performance of the transactions contemplated hereby and thereby its obligations hereunder will not not, (i) subject to the receipt of the MIC Stockholder Approval, conflict with any provision of the provisions Constituent Documents of the certificate MIC or any of incorporation or bylaws or similar governance documents of each Seller or the Purchased Companies, in each case as amended to the date of this AgreementMIC Subsidiaries, (ii) subject to receipt create any Lien (other than Permitted Liens) upon any of the consentsproperties or assets of MIC or any of MIC Subsidiaries, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b(iii) and Section 4.6 of the Sellers Disclosure Letter, conflict with or result in a breach of, or constitute a default under, or result in the acceleration of any obligation or loss of any benefits under, any Material Contract or (iiiiv) subject to (x) the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (y) receipt of the any consents, approvals, authorizations, declarations, filings and notices referred to required under any Antitrust Laws or set forth in Section 4.2(b) 5.3 [(Consents and Section 4.6 of the Sellers Disclosure LetterApprovals)], contravene any domestic or foreign Law or any Order applicable to MIC or by which any Seller of its properties or the Purchased Companiesassets are bound, except, in the case of clauses (ii), (iii) and (iiiiv) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices the failure of which have not had and to obtain, or such conflicts, breaches or defaults which, would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Authorization; Noncontravention. (a) Each Seller The Partnership has the requisite limited liability company partnership power and authority, authority and has taken all limited liability company partnership action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller the Partnership as contemplated hereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement by the Partnership, and all other instruments and agreements to be delivered by such Seller as contemplated hereby, the consummation by each Seller it of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder hereby, have been, and in the case of documents required to be delivered at the Closing will be, been duly authorized and approved by all necessary limited liability company, member partnership or other action. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller as contemplated hereby will be, been duly executed and delivered by each Seller. Assuming the Partnership and, assuming that this Agreement and all such other instruments and agreements constitute constitutes a valid and binding obligations obligation of Purchaser Parent and each other Person (other than Sellers) party theretoMerger Sub, this Agreement and all such other instruments and agreements constitute constitutes a valid and binding obligations obligation of each Seller the Partnership enforceable against such Person the Partnership in accordance with the terms thereofits terms, except to the extent that such enforcement its enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law)principles. (b) The execution and delivery of this Agreement and all other instruments and agreements to be delivered by each Seller as contemplated hereby the Partnership do not, and the consummation of the transactions contemplated hereby and thereby by this Agreement by the Partnership will not not, (i) conflict with any of the provisions of the Partnership’s certificate of incorporation limited partnership, the Partnership LP Agreement or bylaws or similar governance documents of each Seller or the Purchased Companiesother equivalent charter documents, in each case as amended to the date of this Agreementamended, (ii) subject to receipt any consents, approvals, authorizations, declarations, filings and notices required under any Antitrust Laws or set forth in Section 4.4 of the Partnership Disclosure Letter, contravene any domestic or foreign Law or any Order currently in effect, in any material respect or (iii) subject to the consents, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.6 4.4 of the Sellers Partnership Disclosure Letter, conflict with or result in a breach of, or constitute a default under, or result in the acceleration of any obligation or loss of any benefits under, any Material Contract or (iii) subject to (x) the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (y) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, contravene any Law or any Order applicable to any Seller or the Purchased Companies, except, in the case of clauses (ii) and clause (iii) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings breaches or notices defaults which have not had and would not reasonably be expected to havebe, individually or in the aggregate, material to the Partnership and the Partnership Subsidiaries, taken as a Material Adverse Effectwhole.

Authorization; Noncontravention. (a) Each Seller has the requisite limited liability company power and authority, and has taken all limited liability company action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby, the consummation by each Seller of the transactions other agreements and instruments contemplated hereby to which the Company Group is a party are within the - 28 - Company Group’s corporate powers and thereby and have been duly authorized by the performance of its obligations hereunder and thereunder have beenCompany Group, and in the case of documents required to be delivered at the Closing will be, duly authorized and approved by all necessary limited liability company, member no other corporate act or other action. This Agreement has beenproceeding on the part of the Company Group or its boards of directors are necessary to authorize the execution, and all other instruments and agreements to be executed and delivered by each Seller as contemplated hereby will be, duly executed and delivered by each Seller. Assuming that this Agreement and all such other instruments and agreements constitute valid and binding obligations of Purchaser and each other Person (other than Sellers) party thereto, this Agreement and all such other instruments and agreements constitute valid and binding obligations of each Seller enforceable against such Person in accordance with the terms thereof, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium delivery or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law). (b) The execution and delivery performance of this Agreement or the other agreements and all other instruments and agreements to be delivered by each Seller as contemplated hereby do not, and the consummation of the transactions contemplated hereby or thereby. (b) This Agreement has been duly executed and thereby delivered by the Company Group and constitutes its valid and binding obligation, and, as of the Closing, the other agreements and instruments contemplated hereby to which the Company Group shall be a party at the Closing will have been duly executed and delivered by the Company Group, and constitutes or shall constitute a valid and binding obligation of the Company Group, enforceable in accordance with its terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, reorganization or other Laws of general application relating to or affecting the rights of creditors and except as enforceability may be limited by rules of law governing specific performance, injunctive relief or other equitable remedies. (c) The execution and delivery by the Company Group of this Agreement and all of the other agreements and instruments contemplated hereby to which the Company Group is or will be a party and the fulfillment of and compliance with the respective terms hereof and thereof by the Company Group do not and shall not (i) conflict with any of the provisions of the certificate of incorporation or bylaws or similar governance documents of each Seller or the Purchased Companies, in each case as amended to the date of this Agreement, (ii) subject to receipt of the consents, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, conflict with or result in a breach of the terms, conditions or provisions of, (ii) result in any violation of or constitute a default underunder (whether with or without the passage of time, the giving of notice or both), (iii) result in the acceleration creation of any Encumbrance upon the capital stock or assets of the Company Group or any of its Subsidiaries pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under or loss (v) require any authorization, consent, approval, exemption or other action of any benefits underor by or notice or declaration to, or filing with, any Material Contract third party or any Governmental Authority pursuant to, (1) the Company Group’s or any of its Subsidiaries’ respective articles of incorporation or by-laws (or similar constituent documents), (2) any Law to which the Company Group or any of its Subsidiaries is subject or (iii3) subject to (x) the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (y) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, contravene any Law Order or any Order applicable material Contract, instrument or Permit to which the Company Group or any Seller or the Purchased Companies, except, in the case of clauses (ii) and (iii) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectits Subsidiaries is subject.

Authorization; Noncontravention. (a) Each Seller has the requisite limited liability company power and authority, and has taken all limited liability company action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby, the consummation by each Seller of the transactions other agreements and instruments contemplated hereby and thereby and the performance of its obligations hereunder and thereunder to which Seller is a party have beenbeen duly authorized by Seller, and in the case of documents required to be delivered at the Closing will be, duly authorized and approved by all necessary limited liability company, member no other corporate act or other action. This Agreement has beenproceeding on the part of Seller or its board of directors or stockholders is necessary to authorize the execution, and all other instruments and agreements to be executed and delivered by each Seller as contemplated hereby will be, duly executed and delivered by each Seller. Assuming that this Agreement and all such other instruments and agreements constitute valid and binding obligations of Purchaser and each other Person (other than Sellers) party thereto, this Agreement and all such other instruments and agreements constitute valid and binding obligations of each Seller enforceable against such Person in accordance with the terms thereof, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium delivery or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law). (b) The execution and delivery performance of this Agreement and all or the other instruments and agreements to be delivered by each Seller as contemplated hereby do not, and the consummation of the transactions contemplated hereby or thereby. This Agreement has been duly executed and thereby will delivered by each of the Seller Parties and constitutes a valid and binding obligation of each of the Seller Parties, enforceable in accordance with its terms, and each of the other agreements and instruments contemplated hereby to which any Seller Party is a party, when executed and delivered by such Party, as applicable, in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation of such Person, enforceable in accordance with its respective terms. Except as set forth on the attached RESTRICTIONS SCHEDULE, the execution and delivery by the Seller Parties of this Agreement and all of the other agreements and instruments contemplated hereby to which any Seller Party is a party and the fulfillment of and compliance with the respective terms hereof and thereof by the Seller Parties do not and shall not (ia) conflict with any of the provisions of the certificate of incorporation or bylaws or similar governance documents of each Seller or the Purchased Companies, in each case as amended to the date of this Agreement, (ii) subject to receipt of the consents, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under (whether with or without the passage of time, the giving of notice or both), (c) result in the creation of any Lien upon any Seller Party's capital stock or assets pursuant to, (d) give any third party the right to modify, terminate or accelerate any obligation under, (e) result in a violation of, or constitute a default under(f) require any authorization, consent, approval, exemption or other action of or by or notice or declaration to, or result in the acceleration of any obligation or loss of any benefits underfiling with, any Material Contract or (iii) subject to (x) the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (y) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, contravene any Law third party or any Order applicable court or administrative or governmental body or agency pursuant to, any Seller Party's charter documents, bylaws or other constituent documents, or any law, statute, rule or regulation to which Seller or any Seller Party is subject, or any agreement, instrument, license, permit, order, judgment or decree to which any Seller or Party is subject. None of the Purchased CompaniesSeller Parties is a party to or bound by any written or oral agreement or understanding with respect to a Seller Transaction other than this Agreement, except, in the case of clauses and each such Person has terminated all discussions with third parties (iiother than with Buyer and its Affiliates) and (iii) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectregarding Seller Transactions.

Authorization; Noncontravention. (a) Each Seller has the requisite limited liability company corporate power and authority, authority and has taken all limited liability company corporate and other action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated herebyhereby and thereby, the consummation by each Seller of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will shall be, duly authorized and approved by all necessary limited liability company, member corporate or other action. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller as contemplated hereby will shall be, duly executed and delivered by each Seller. Assuming that this Agreement and all such other instruments and agreements constitute constitutes a valid and binding obligations obligation of Purchaser and each other Person (other than Sellers) party theretoPurchaser, this Agreement and all such other instruments and agreements constitute constitutes a valid and binding obligations obligation of each Seller enforceable against such Person Seller in accordance with the terms thereofits terms, except to the extent that as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered principles. Assuming that all other instruments and agreements to be delivered by Seller as contemplated hereby constitute valid and binding obligations of Purchaser, such instruments and agreements shall constitute valid and binding obligations of Seller enforceable against Seller in a proceeding in equity accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or at law)other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles. (b) The execution and delivery of this Agreement and all other instruments and agreements to be delivered by each Seller as contemplated hereby do not, and the consummation of the transactions contemplated hereby and thereby will shall not (i) conflict with any of the provisions of the certificate of incorporation or bylaws by-laws or similar governance equivalent charter documents of each Seller Seller, the Company or the Purchased Companies, in each case as amended to the date of this Agreementits Subsidiary, (ii) subject to receipt create any material Lien (other than Permitted Liens) upon any of the consentsproperties or assets of the Company or its Subsidiary, approvals, authorizations, declarations, filings and notices (iii) except as set forth in Section 4.2(b) and Section 4.6 3.2 of the Sellers Seller Disclosure Letter, require the consent, notice or other action by any Person under, conflict with or result in a breach of, or constitute a default under, or result in the acceleration of any obligation or loss of under any benefits under, any Material material Contract or other instrument to which Seller, the Company or its Subsidiary is a party or by which any of their respective material properties or assets are bound, or under any material Permit affecting the properties, assets or business of the Company or its Subsidiary, or (iiiiv) subject to (x) the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (y) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.2(b) and Section 4.6 of the Sellers Disclosure LetterAct, contravene any Law or any Order applicable to Seller, the Company or its Subsidiary or by which any Seller of their respective material properties or the Purchased Companies, except, in the case of clauses (ii) and (iii) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectassets are bound.

Authorization; Noncontravention. (a) Each of MIC and Seller has the requisite limited liability company corporate power and authority, authority and has taken all limited liability company corporate action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller parties as contemplated hereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement by each of MIC and all other instruments Seller, and agreements to be delivered by such Seller as contemplated hereby, the consummation by each Seller such parties of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder hereby, have been, and in the case of documents required to be delivered at the Closing will be, been duly authorized and approved by all necessary limited liability company, member corporate or other action. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller as contemplated hereby will be, been duly executed and delivered by each Seller. Assuming of MIC and Seller and, assuming that this Agreement and all such other instruments and agreements constitute constitutes a valid and binding obligations obligation of Purchaser and each other Person (other than Sellers) party theretoPurchaser, this Agreement and all such other instruments and agreements constitute constitutes a valid and binding obligations obligation of each Seller such parties enforceable against such Person parties in accordance with the terms thereofits terms, except to the extent that as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law)principles. (b) The execution and delivery of this Agreement and all other instruments and agreements to be delivered by each of MIC and Seller as contemplated hereby do does not, and the performance by each of MIC and Seller of its obligations under this Agreement and the consummation of the transactions contemplated hereby and thereby will not not, (i) conflict with any of the provisions of the certificate of incorporation MIC’s or bylaws or similar governance documents of each Seller or the Purchased Companies, in each case as amended to the date of this AgreementSeller’s Constituent Documents, (ii) subject to receipt any consents, approvals, authorizations, declarations, filings and notices (A) required under any Antitrust Laws or (B) set forth in Section 3.3 of the Company Disclosure Letter, contravene any domestic or foreign Law or any Order currently in effect, or (iii) subject to any consents, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.6 3.3 of the Sellers Company Disclosure Letter, conflict with or result in a breach breach, termination, amendment, modification, acceleration or cancellation of, create the right to terminate, amend, modify, accelerate or cancel, result in a loss of any benefit or constitute a default under, (or result in the acceleration any event which with or without notice or lapse of any obligation time or loss of any benefits both would become a default) under, any Material material Contract to which MIC or (iii) subject to (x) the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (y) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, contravene any Law or any Order applicable to any Seller or the Purchased Companies, is a party except, in the case of clauses (ii) and (iii) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.36

Authorization; Noncontravention. (a) Each Seller Purchaser has the requisite limited liability company power and authority, authority and has taken all limited liability company or other action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller Purchaser as contemplated hereby and therebyhereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller Purchaser of this Agreement and all other instruments and agreements to be delivered by such Seller Purchaser as contemplated hereby, the consummation by each Seller it of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder thereunder, have been, and in the case of documents required to be delivered at the Closing will be, been duly authorized and approved by all necessary limited liability company, member company or other action. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller Purchaser as contemplated hereby will shall be, duly executed and delivered by each SellerPurchaser. Assuming that this Agreement constitutes a valid and binding obligation of Sellers, this Agreement constitutes a valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally, and by general equitable principles. Assuming that all such other instruments and agreements to be delivered by Purchaser as contemplated hereby constitute valid and binding obligations of Sellers and each other Person (other than Purchaser) party thereto, such instruments and agreements will constitute valid and binding obligations of Purchaser and each other Person (other than Sellers) party thereto, this Agreement and all such other instruments and agreements constitute valid and binding obligations of each Seller enforceable against such Person Purchaser in accordance with the terms thereoftheir terms, except to the extent that as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law)principles. (b) The execution and delivery of this Agreement Agreement, the Ancillary Agreements and all other instruments and agreements to be delivered by each Seller Purchaser as contemplated hereby do not, and the consummation of the transactions contemplated hereby and thereby will not not, (i) conflict with any of the provisions of the certificate of incorporation or bylaws by-laws or similar governance equivalent charter documents of each Seller or the Purchased CompaniesPurchaser, in each case as amended to the date of this Agreement, (ii) subject to receipt of the consents, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, conflict with or result in a breach of, or constitute a default under, or result in the acceleration of any obligation or loss of any benefits under, any Material material Contract or other instrument to which Purchaser is a party or by which Purchaser or any of its properties or assets are bound or (iii) subject to (xA) the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (yB) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.2(b) and Section 4.6 5.3 of the Sellers Purchaser Disclosure Letter, contravene any Law or any Order applicable to Purchaser or by which any Seller of its properties or the Purchased Companies, except, in the case of clauses (ii) and (iii) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectassets are bound.

Authorization; Noncontravention. (a) Each Seller The Company has the requisite limited liability company corporate power and authority, and has taken all limited liability company action necessary authority to execute and deliver this Agreement and all the other instruments and agreements Transaction Documents to be delivered by such Seller as contemplated hereby and therebywhich it is a party, to perform its obligations hereunder and thereunder thereunder, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller the Company of this Agreement and all the other instruments Transaction Documents to which it is a party, and agreements to be delivered by such Seller as contemplated hereby, the consummation by each Seller it of the transactions contemplated hereby and thereby, have been duly authorized and approved by the Board. The Stockholders have adopted and approved this Agreement, the Merger and the transactions contemplated hereby. No other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement or the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby and (other than the performance filing of its obligations hereunder and thereunder have been, and in appropriate merger documents as required by the case of documents required to be delivered at the Closing will be, duly authorized and approved by all necessary limited liability company, member or other actionDGCL). This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller as contemplated hereby will be, been duly executed and delivered by each Seller. Assuming the Company and, assuming that this Agreement and all such other instruments and agreements constitute constitutes a valid and binding obligations obligation of Purchaser and each other Person (other than Sellers) party theretoMerger Sub, this Agreement and all such other instruments and agreements constitute constitutes a valid and binding obligations obligation of each Seller the Company enforceable against such Person the Company in accordance with the terms thereofits terms, except to the extent that such enforcement its enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered principles. The other Transaction Documents, when executed and delivered by the Company and, assuming that such Transaction Documents constitute valid and binding obligations of the other parties thereto, will constitute valid and binding obligations of the Company enforceable against the Company in a proceeding in equity accordance with their respective terms, except to the extent that their enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or at law)other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. (b) The Except as set forth on Schedule 3.2, the execution and delivery by the Company of this Agreement and all the other instruments Transaction Documents to which it is a party do not and agreements to be delivered by each Seller as contemplated hereby do will not, and the consummation of the transactions contemplated hereby and thereby will not not, (ia) conflict with with, violate, or result in the violation of any of the provisions of the certificate of incorporation or bylaws or similar governance documents other comparable Organizational Documents, as applicable, of each Seller the Company or any of the Company Subsidiaries, or any resolutions adopted by the Stockholders, Board or other governing body of the Company or any of the Company Subsidiaries, (b) with or without the passage of time or the Purchased Companies, in each case as amended to the date giving of this Agreement, (ii) subject to receipt of the consents, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letternotice or both, conflict with or result in a material breach of, or constitute a material default under, or require any Consent under, or result in the acceleration creation of any obligation Lien (other than a Permitted Lien) upon any property or loss assets of the Company or any benefits under, of the Company Subsidiaries pursuant to any Material Contract to which the Company or any such Company Subsidiary is a party or by which the Company or any such Company Subsidiary or their respective properties may be bound or affected, or (iiic) subject to (x) the applicable requirements of the HSR Act Consents and any other applicable Antitrust Laws and (y) receipt of the consents, approvals, authorizations, declarations, filings and notices Filings referred to in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter§3.4, contravene any material Law or any Order applicable to any Seller or the Purchased Companies, except, currently in the case of clauses (ii) and (iii) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effecteffect.

Authorization; Noncontravention. (a) Each Seller Purchaser has the requisite limited liability company corporate power and authority, authority and has taken all limited liability company corporate or other action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller Purchaser as contemplated hereby and therebyhereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller Purchaser of this Agreement and all other instruments and agreements to be delivered by such Seller Purchaser as contemplated hereby, the consummation by each Seller it of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, been duly authorized and approved by all necessary limited liability company, member or other actionthe board of directors of Purchaser. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller Purchaser as contemplated hereby will be, duly executed and delivered by each SellerPurchaser. Assuming that this Agreement constitutes a valid and binding obligations of Seller and each other Person (other than Purchaser) party hereto, this Agreement constitutes a valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally, and by general equitable principles. Assuming that all such other instruments and agreements to be delivered by Purchaser as contemplated hereby constitute valid and binding obligations of Seller and each other Person (other than Purchaser) party thereto, such instruments and agreements will constitute valid and binding obligations of Purchaser and each other Person (other than Sellers) party thereto, this Agreement and all such other instruments and agreements constitute valid and binding obligations of each Seller enforceable against such Person Purchaser in accordance with the terms thereoftheir terms, except to the extent that as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law)principles. (b) The execution and delivery of this Agreement and all other instruments and agreements to be delivered by each Seller Purchaser as contemplated hereby do not, and the consummation of the transactions contemplated hereby and thereby will not not, (i) conflict with with, require a consent or notice under or violate any of the provisions of the certificate articles of incorporation or bylaws or similar governance documents of each Seller or the Purchased CompaniesPurchaser, in each case as amended to the date of this Agreement, (ii) subject to receipt create or impose any Lien (other than Permitted Liens) upon any of the consentsproperties or assets of Purchaser, approvals(iii) conflict, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, conflict with require a consent or notice under or violate or result in a breach of, or constitute a default (or an event that, with or without notice or lapse of time or both, would constitute an a default) under, or result in the give rise to a right of termination, amendment, cancellation or acceleration of rights, obligations or performance required by any obligation of the terms, conditions or loss of any benefits underprovisions of, any Material material Contract or other instrument to which Purchaser is a party or by which any of its properties or assets are bound or under any material Contract or (iiiiv) subject to (x) the applicable requirements conflict with, require a consent or notice under, or violate or breach any provision of the HSR Act and any other applicable Antitrust Laws and (y) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, contravene any Law or any Order applicable to Purchaser or by which any Seller of its properties or the Purchased Companiesassets are bound, except, except (in the case of clauses (ii), (iii) and (iiiiv) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have not had and ) as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectmaterial adverse effect on the ability of Purchaser to consummate the transactions contemplated hereby.

Authorization; Noncontravention. (a) Each Seller The Purchaser has the requisite limited liability company corporate power and authority, authority and has taken all limited liability company corporate or other action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller the Purchaser as contemplated hereby and therebyhereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by each Seller the Purchaser of this Agreement and all other instruments and agreements to be delivered by such Seller the Purchaser as contemplated hereby, the consummation by each Seller it of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, been duly authorized and approved by all necessary limited liability company, member or other actionthe board of directors of the Purchaser. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller the Purchaser as contemplated hereby will be, duly executed and delivered by each Sellerthe Purchaser. Assuming that this Agreement and all such other instruments and agreements constitute constitutes valid and binding obligations of Purchaser the Sellers and each other Person (other than Sellersthe Parent and Purchaser) party thereto, this Agreement constitutes valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally, and by general equitable principles. Assuming that all such other instruments and agreements to be delivered by the Purchaser as contemplated hereby constitute valid and binding obligations of the Sellers and each Seller other Person (other than the Parent and Purchaser) party thereto, such instruments and agreements will constitute valid and binding obligations of the Purchaser enforceable against such Person the Purchaser in accordance with the terms thereoftheir terms, except to the extent that as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law)principles. (b) The execution and delivery of this Agreement and all other instruments and agreements to be delivered by each Seller the Purchaser as contemplated hereby do not, and the consummation of the transactions contemplated hereby and thereby will not not, (i) conflict with any of the provisions of the certificate of incorporation or bylaws by‑laws or similar governance equivalent charter documents of each Seller or the Purchased CompaniesPurchaser, in each case as amended to the date of this Agreement, (ii) subject to receipt create or impose any Lien (other than Permitted Liens) upon any of the consents, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.6 properties or assets of the Sellers Disclosure LetterPurchaser, (iii) conflict with or result in a breach of, or constitute a default under, or result in the acceleration of any obligation or loss of any benefits under, any Material material Contract or other instrument to which the Purchaser is a party or by which the Purchaser or any of its properties or assets are bound or (iiiiv) subject to (x) the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (y) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.2(b) and Section 4.6 of the Sellers Disclosure LetterLaws, contravene any Law or any Order applicable to the Purchaser or by which any Seller of its properties or the Purchased Companiesassets are bound, except, in the case of clauses (ii) and (iii) aboveeach case, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have not had and as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectmaterial adverse effect on the ability of the Purchaser to consummate the transactions contemplated hereby.

Authorization; Noncontravention. (a) Each Seller GP has the requisite limited liability company power and authority, authority and has taken all limited liability company action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller GP as contemplated hereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement by GP, and all other instruments and agreements to be delivered by such Seller as contemplated hereby, the consummation by each Seller it of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder hereby, have been, and in the case of documents required to be delivered at the Closing will be, been duly authorized and approved by all necessary limited liability company, member company or other action. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller as contemplated hereby will be, been duly executed and delivered by each Seller. Assuming GP and, assuming that this Agreement and all such other instruments and agreements constitute constitutes a valid and binding obligations obligation of Purchaser Parent and each other Person (other than Sellers) party theretoMerger Sub, this Agreement and all such other instruments and agreements constitute constitutes a valid and binding obligations obligation of each Seller GP enforceable against such Person the Partnership in accordance with the terms thereofits terms, except to the extent that such enforcement its enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law)principles. (b) The execution and delivery of this Agreement and all other instruments and agreements to be delivered by each Seller as contemplated hereby GP do not, and the consummation of the transactions contemplated hereby and thereby by this Agreement by GP will not not, (i) conflict with any of the provisions of the GP’s certificate of incorporation formation, the GP LLC Agreement or bylaws or similar governance documents of each Seller or the Purchased Companiesother equivalent charter documents, in each case as amended to the date of this Agreementamended, (ii) subject to receipt any consents, approvals, authorizations, declarations, filings and notices required under any Antitrust Laws or set forth in Section 3.4 of the Partnership Disclosure Letter, contravene any domestic or foreign Law or any Order currently in effect, in any material respect or (iii) subject to the consents, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.6 3.4 of the Sellers Partnership Disclosure Letter, conflict with or result in a breach of, or constitute a default under, or result in the acceleration of any obligation or loss of any benefits under, any Material Contract or (iii) subject to (x) the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (y) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, contravene any Law or any Order applicable to any Seller or the Purchased Companies, except, in the case of clauses (ii) and clause (iii) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings breaches or notices defaults which have not had and would not reasonably be expected to havebe, individually or in the aggregate, a Material Adverse Effectmaterial to the GP.

Authorization; Noncontravention. (a) Each Seller has the requisite limited liability company corporate power and authority, authority and has taken all limited liability company action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby and therebyhereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby, the consummation by each Seller of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, been duly authorized and approved by all necessary limited liability company, member or other actioncorporate action with respect to Seller. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller as contemplated hereby will behave been, duly executed and delivered by each Seller. Assuming that the due execution and delivery by Purchaser of this Agreement, this Agreement and all such other instruments and agreements constitute constitutes a valid and binding obligations obligation of Purchaser and each other Person (other than Sellers) party thereto, this Agreement and all such other instruments and agreements constitute valid and binding obligations of each Seller enforceable against such Person Seller in accordance with the terms thereofits terms, except to the extent that as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered the “Standard Exceptions”). Assuming the due execution and delivery by Purchaser of all other instruments and agreements to be entered into by Purchaser under this Agreement, such instruments and agreements will constitute valid and binding obligations of Seller enforceable against Seller in a proceeding in equity or at law)accordance with their terms, except as such enforcement may be limited by the Standard Exceptions. (b) The execution and delivery of this Agreement and all other instruments and agreements to be delivered by each Seller as contemplated hereby do not, and the consummation of the transactions contemplated hereby and thereby will not (i) conflict with any of the provisions of the certificate Restated Certificate of incorporation or bylaws or similar governance documents Incorporation of each Seller or the Purchased CompaniesSeller, in each case as amended to the date of this Agreementamended, (ii) subject to receipt create any Lien (other than Permitted Liens) upon any of the consentsAssets, approvals, authorizations, declarations, filings and notices (iii) except as set forth in on Section 4.2(b) and Section 4.6 4.3 of the Sellers Seller Disclosure LetterSchedule, conflict with or result in a material breach of, or constitute a material default under, or result in the acceleration of any material obligation or loss of any benefits under any Assumed Contract that is a Material Contract, (iv) except as individually or in the aggregate would not have a material adverse effect on Seller or the Rent, Dues and Storage Activities, conflict with or result in a material breach of, or constitute a material default under, or result in the acceleration of any material obligation or loss of any benefits under any Assumed Contract that is not a Material Contract Contract, or (iiiv) subject to (x) the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (y) receipt of the consents, approvals, authorizations, declarations, consents or making of the filings and notices referred to in Section 4.2(b) and Section 4.6 4.3 of the Sellers Seller Disclosure LetterSchedule, contravene any Law or any Order applicable to Seller, or by which any Seller or of the Purchased Companies, except, in the case of clauses (ii) and (iii) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectAssets are bound.

Authorization; Noncontravention. (a) Each Seller has the requisite corporate, limited liability company company, partnership or similar power and authority, as applicable, and has taken all corporate, limited liability company company, partnership or similar action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby and thereby, to perform its their respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby, the consummation by each Seller of the transactions contemplated hereby and thereby and the performance of its their respective obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, duly authorized and approved by all necessary corporate, limited liability company, member partnership, stockholder, member, partner or other action. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller as contemplated hereby will be, duly executed and delivered by each Seller. Assuming that this Agreement and all such other instruments and agreements constitute valid and binding obligations of Purchaser and each other Person (other than Parent, Sellers) party thereto, this Agreement and all such other instruments and agreements constitute valid and binding obligations of each Seller enforceable against such Person in accordance with the terms thereof, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law). (b) The execution and delivery of this Agreement and all other instruments and agreements to be delivered by each Seller as contemplated hereby do not, and the consummation of the transactions contemplated hereby and thereby will not (i) conflict with any of the provisions of the certificate of incorporation formation or bylaws operating agreement or similar governance documents of each Seller or the Purchased Companies, in each case as amended to the date of this Agreement, (ii) subject to receipt of the consents, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.6 4.3 of the Sellers Disclosure Letter, conflict with or result in a breach of, or constitute a default under, or result in the acceleration of any obligation or loss of any benefits under, or the creation of any Material Lien other than Permitted Liens upon, any Contract or other instrument to which Sellers are party or by which Sellers or any of their properties, including the Purchased Assets, are bound or (iii) subject to (x) the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (y) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.2(b) and Section 4.6 4.3 of the Sellers Disclosure Letter, contravene any Law or any Order applicable to any each Seller or by which any of the Purchased CompaniesAssets are bound, except, in the case of clauses (ii) and (iii) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) Parent has the requisite corporate power and authority and has taken all corporate action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by Parent as contemplated hereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Parent of this Agreement and all other instruments and agreements to be delivered by Parent as contemplated hereby, the consummation by Parent of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, duly authorized and approved by all necessary corporate, stockholder or other action. This Agreement has been, and all other instruments and agreements to be executed and delivered by Parent as contemplated hereby will be, duly executed and delivered by Parent. Assuming that this Agreement and all such other instruments and agreements constitute valid and binding obligations of Purchaser and each other Person (other than Parent and Sellers) party thereto, this Agreement and all such other instruments and agreements constitute valid and binding obligations of Parent enforceable against Parent in accordance with the terms thereof, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law). (d) The execution and delivery of this Agreement and all other instruments and agreements to be delivered by Parent as contemplated hereby do not, 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 of Parent, as amended to the date of this Agreement, (ii) subject to receipt of the consents, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.3 of the Sellers Disclosure Letter, conflict with or result in a breach of, or constitute a default under, or result in the acceleration of any obligation or loss of any benefits under or the creation of any Lien upon, any Contract or other instrument to which Parent is a party or by which Parent or any of its properties or assets, or the JV Assets are bound or (iii) subject to (x) the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (y) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.3 of the Sellers Disclosure Letter, contravene any Law or any Order applicable to Parent or by which any of the JV Assets are bound, except, in the case of clauses (ii) and (iii) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Authorization; Noncontravention. (a) Each Seller has the requisite limited liability company power and authority, and has taken all limited liability company action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby, the consummation by each Seller of the transactions other agreements and instruments contemplated hereby and thereby and to which the performance of its obligations hereunder and thereunder Companies are a party have beenbeen duly authorized by the Companies, and in the case of documents required to be delivered at the Closing will be, duly authorized and approved by all necessary limited liability company, member no other act or other action. This Agreement has beenproceeding on the part of the Companies or their partners is necessary to authorize the execution, and all other instruments and agreements to be executed and delivered by each Seller as contemplated hereby will be, duly executed and delivered by each Seller. Assuming that this Agreement and all such other instruments and agreements constitute valid and binding obligations of Purchaser and each other Person (other than Sellers) party thereto, this Agreement and all such other instruments and agreements constitute valid and binding obligations of each Seller enforceable against such Person in accordance with the terms thereof, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium delivery or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law). (b) The execution and delivery performance of this Agreement and all or the other instruments and agreements to be delivered by each Seller as contemplated hereby do not, and the consummation of the transactions contemplated hereby or thereby. This Agreement has been duly executed and thereby will delivered by each of the Companies and Sellers and constitutes a valid and binding obligation of each of the Companies and Sellers, enforceable in accordance with its terms, and each of the other agreements and instruments contemplated hereby to which the Companies or any Seller is a party, when executed and delivered by the Companies or such Seller(s), as applicable, in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation of such Person, enforceable in accordance with its respective terms. Except as set forth on the attached RESTRICTIONS SCHEDULE, the execution and delivery by the Companies and Sellers of this Agreement and all of the other agreements and instruments contemplated hereby to which the Companies or any Seller(s) is a party and the fulfillment of and compliance with the respective terms hereof and thereof by the Companies and Sellers do not and shall not (ia) conflict with any of the provisions of the certificate of incorporation or bylaws or similar governance documents of each Seller or the Purchased Companies, in each case as amended to the date of this Agreement, (ii) subject to receipt of the consents, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under (whether with or without the passage of time, the giving of notice or both), (c) result in the creation of any Lien upon the Companies' partnership interests or assets pursuant to, (d) give any third party the right to modify, terminate or accelerate any obligation under, (e) result in a violation of, or constitute a default under(f) require any authorization, consent, approval, exemption or other action of or by or notice or declaration to, or result in the acceleration of any obligation or loss of any benefits underfiling with, any Material Contract third party or (iii) subject any court or administrative or governmental body or agency pursuant to, the Companies' organizational documents, or any law, statute, rule or regulation to (x) which the applicable requirements Companies or any Seller is subject, or any agreement, instrument, license, permit, order, judgment or decree to which the Companies or any Seller is subject. Neither of the HSR Act and any other applicable Antitrust Laws and (y) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, contravene any Law or any Order applicable to Companies nor any Seller is a party to or the Purchased Companiesbound by any written or oral agreement or understanding with respect to a Company Transaction other than this Agreement, except, in the case of clauses and each such Person has terminated all discussions with third parties (iiother than with Buyers and its Affiliates) and (iii) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectregarding Company Transactions.

Authorization; Noncontravention. (a) Each Seller Purchaser has the requisite limited liability company corporate power and authority, authority and has taken all limited liability company corporate action necessary to execute and deliver this Agreement and all other instruments and agreements the Transaction Documents to be delivered by such Seller as contemplated hereby and therebywhich it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated herebyPurchaser, the consummation by each Seller it of the transactions contemplated hereby and thereby and the performance of by its obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, been duly authorized and approved by all the Board of Directors of Purchaser. No other corporate action on the part of Purchaser is necessary limited liability companyto authorize the execution, member or other actiondelivery and performance of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been, and all other instruments and agreements the Transaction Documents to be which it is a party, when executed and delivered by each Seller as contemplated hereby in accordance with the terms hereof, will be, duly executed and delivered by each Seller. Assuming Purchaser and, assuming that this Agreement and all such other instruments and agreements the Transaction Documents constitute or will constitute, as applicable, valid and binding obligations of Purchaser and each the other Person (other than Sellers) party theretoparties hereto, this Agreement and all such other instruments and agreements constitute a valid and binding obligations of each Seller Purchaser, enforceable against such Person Purchaser in accordance with the terms thereoftheir terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws affecting the enforcement of creditors’ rights generally generally, and by general equitable principles (whether considered in a proceeding in equity or at law). (b) principles. The execution and delivery of this Agreement and all other instruments and agreements the Transaction Documents to be delivered by each Seller as contemplated hereby do which it is a party does not, and the consummation of the transactions contemplated hereby and thereby will not not, (ia) conflict with any of the provisions of the certificate of incorporation or bylaws by-laws or similar governance other equivalent charter documents of each Seller or the Purchased CompaniesPurchaser, in each case as amended to the date of this Agreement, (iib) subject to receipt of the consentsconflict with, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, conflict with or result in a breach ofof or default under (with or without notice or lapse of time, or constitute both) or give rise to a default right of termination, cancellation or acceleration of any obligation or to loss of a benefit under, or result in the acceleration creation of any obligation Lien upon any of the properties or loss assets of any benefits Purchaser under, any Material Contract contract, agreement, indenture, mortgage, deed of trust, lease or other instrument to which Purchaser is a party or by which Purchaser or any of their respective assets is bound or subject or (iiic) subject to (x) the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (y) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter5.3, contravene any domestic or foreign Law or any Order applicable to any Seller or the Purchased Companies, except, currently in the case of clauses (ii) and (iii) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effecteffect.

Authorization; Noncontravention. (a) Each Seller Purchaser has the requisite limited liability company power and authority, authority and has taken all limited liability company action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller Purchaser as contemplated hereby and therebyhereby, to perform its obligations hereunder and thereunder thereunder, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller Purchaser of this Agreement and all other instruments and agreements to be delivered by such Seller Purchaser as contemplated hereby, the consummation by each Seller it of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, been duly authorized and approved by all necessary limited liability company, member or other actionthe requisite members and the board of managers of Purchaser. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller Purchaser as contemplated hereby will be, have been duly executed and delivered by each SellerPurchaser. Assuming that Seller duly executes and delivers to Purchaser this Agreement and all such other instruments and agreements constitute valid and binding obligations of Purchaser and each other Person (other than Sellers) party theretoto be delivered by Seller pursuant to this Agreement, this Agreement and all such other instruments and agreements to be delivered by Purchaser pursuant to this Agreement will constitute a valid and binding obligations obligation of each Seller Purchaser, enforceable against such Person Purchaser in accordance with the terms thereofits terms, except to the extent that as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law)Standard Exceptions. (b) The execution and delivery of this Agreement and all other instruments and agreements to be delivered by each Seller Purchaser as contemplated hereby do not, and the consummation of the transactions contemplated hereby and thereby will not not, (i) conflict with any of the provisions of the certificate articles of incorporation organization or bylaws operating agreement or similar governance equivalent charter documents of each Seller or the Purchased CompaniesPurchaser, in each case as amended to the date of this Agreement, (ii) subject to receipt of the consents, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, conflict with or result in a material breach of, or constitute a material default under, or result in the acceleration of any material obligation or loss of any benefits under, under any Material Contract or other instrument by which Purchaser or any of its properties or assets are bound or (iii) subject to (x) the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (y) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, contravene any Law or any Order applicable to Purchaser or by which any Seller of its properties or the Purchased Companies, except, in the case of clauses (ii) and (iii) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectassets are bound.

Authorization; Noncontravention. (a) Each Seller has the requisite limited liability company power and authority, and has taken all limited liability company action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and all of the other agreements and instruments and agreements contemplated hereby to be delivered by such Seller as contemplated hereby, which the consummation Companies are a party have been duly authorized by each Seller of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have beenCompanies, and in the case of documents required to be delivered at the Closing will be, duly authorized and approved by all necessary limited liability company, member no other corporate act or other action. This Agreement has beenproceeding on the part of the Companies or the boards of directors of the Companies is necessary to authorize the execution, and all other instruments and agreements to be executed and delivered by each Seller as contemplated hereby will be, duly executed and delivered by each Seller. Assuming that this Agreement and all such other instruments and agreements constitute valid and binding obligations of Purchaser and each other Person (other than Sellers) party thereto, this Agreement and all such other instruments and agreements constitute valid and binding obligations of each Seller enforceable against such Person in accordance with the terms thereof, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium delivery or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law). (b) The execution and delivery performance of this Agreement and all or the other instruments and agreements to be delivered by each Seller as contemplated hereby do not, and the consummation of the transactions contemplated hereby or thereby. This Agreement has been duly executed and thereby delivered by each of the Companies and Sellers and constitutes a valid and binding obligation of each of the Companies and Sellers, enforceable against each in accordance with its terms, and each of the other agreements and instruments contemplated hereby to which the Companies or any Seller is a party, when executed and delivered by the Companies or such Seller(s), as applicable, in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation of such Person, enforceable in accordance with its respective terms. Except as set forth on the attached RESTRICTIONS SCHEDULE and except for any filing, notice or authorization required pursuant to the HSR Act, the execution and delivery by the Companies and Sellers of this Agreement and all of the other agreements and instruments contemplated hereby to which the Companies or any Seller(s) is a party and the fulfillment of and compliance with the respective terms hereof and thereof by the Companies and Sellers do not and will not (ia) conflict with any of the provisions of the certificate of incorporation or bylaws or similar governance documents of each Seller or the Purchased Companies, in each case as amended to the date of this Agreement, (ii) subject to receipt of the consents, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under (whether with or without the passage of time, the giving of notice or both), (c) result in the creation of any Lien upon any of the Companies' capital stock or assets pursuant to, (d) give any third party the right to modify, terminate or accelerate any obligation under, (e) result in a violation of, or constitute a default under(f) require any authorization, consent, approval, exemption or other action of or by or notice or declaration to, or result in the acceleration of any obligation or loss of any benefits underfiling with, any Material Contract third party or (iii) subject any court or administrative or governmental body or agency pursuant to, the Companies' charter documents, bylaws or other constituent documents, or any law, statute, rule or regulation to (x) the applicable requirements which any of the HSR Act and Companies or any other applicable Antitrust Laws and (y) receipt Seller is subject, or any agreement, instrument, license, permit, order, judgment or decree to which the Companies or any Seller is subject. None of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, contravene any Law Companies or any Order applicable Seller is a party to or bound by any Seller written or the Purchased Companiesoral agreement or understanding with respect to a Company Transaction other than this Agreement, except, in the case of clauses and each such Person has terminated all discussions with third parties (iiother than with Buyer and its Affiliates) and (iii) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectregarding Company Transactions.

Authorization; Noncontravention. (a) Each Seller has the requisite limited liability company power and authority, authority and has taken all limited liability company action necessary to execute and deliver this Agreement and all the other instruments and agreements Transaction Documents to be delivered by such Seller as contemplated hereby and therebywhich it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution, delivery and performance by each Seller of this Agreement and all the other instruments Transaction Documents to which it is a party, and agreements to be delivered by such Seller as contemplated hereby, the consummation by each Seller of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder Transactions, have been, and in the case of documents required to be delivered at the Closing will be, been duly authorized and approved by all necessary limited liability companycompany action. No other limited liability company action on the part of Seller is necessary to authorize the execution, member delivery and performance by Seller of this Agreement or the other actionTransaction Documents to which it is a party and the consummation of the Transactions. This Agreement has been, and all the other instruments and agreements Transaction Documents to be which Seller is a party, when executed and delivered by each Seller as contemplated hereby will be, duly executed and delivered by each Seller. Assuming , and assuming that this Agreement and all such other instruments and agreements constitute Transaction Documents to which Seller is a party constitutes a valid and binding obligations obligation of Purchaser and each the other Person (other than Sellers) party parties thereto, this Agreement and all such other instruments and agreements constitute a valid and binding obligations obligation of each Seller enforceable against such Person Seller in accordance with the terms thereoftheir terms, except to the extent that such enforcement their enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law)principles. (b) The execution and delivery of this Agreement and all the other instruments and agreements Transaction Documents to be delivered by each which Seller as contemplated hereby is a party do not, and the consummation of the transactions contemplated hereby by this Agreement and thereby the other Transaction Documents will not not, (i) conflict with any of the provisions of the certificate of incorporation formation or bylaws or similar governance documents limited liability company agreement of each Seller or the Purchased CompaniesCompany, in each case case, as amended to the date of this Agreement, (ii) subject to receipt of the consents, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, conflict with or result in a breach of, or constitute a default under, or result in the acceleration of any obligation or loss of any benefits under, any Material Contract or (iii) subject to (x) the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (y) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.2(b2.4, conflict with or result in a breach of, or default under, any Contract to which Seller or the Company or any of their respective Subsidiaries is a party to or by which Seller or the Company or any of their respective Subsidiaries or any of their respective properties or assets are bound (including any Material Contract or IP License) or, (iii) subject to the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.6 of the Sellers Disclosure Letter2.4, contravene any Law or any Order applicable to any Seller or the Purchased Companiescurrently in effect, exceptwhich, in the case of clauses (ii) and (iii) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Authorization; Noncontravention. (a) Each Seller The Company has the requisite limited liability company full corporate power and authority, authority to enter into and has taken all limited liability company action necessary to execute and deliver perform its obligations under this Agreement and all other instruments and the agreements to be delivered by such Seller as contemplated hereby and thereby, to perform its obligations hereunder and thereunder which it is a party and to consummate the transactions contemplated hereby and therebyhereby. The execution, execution and delivery and performance by each Seller of this Agreement and the agreements contemplated hereby to which the Company is a party have been duly authorized by all other instruments necessary corporate action on the part of the Company subject only to the adoption and agreements to be delivered by such Seller as approval of this Agreement and the transactions contemplated hereby, including the consummation Merger, by each Seller the Company Stockholders holding in the aggregate at least 90% of the transactions contemplated hereby voting power of the issued and thereby and outstanding shares of Company Capital Stock (the performance of its obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, duly authorized and approved by all necessary limited liability company, member or other action“Company Stockholder Approval”). This Agreement has been, and all other instruments and the agreements to be executed and delivered by each Seller as contemplated hereby will be, to which the Company is a party (1) have been duly executed and delivered by each Seller. Assuming that this Agreement the Company, and all such (2) assuming due authorization, execution and delivery by the other instruments parties hereto and agreements thereto, constitute the valid and legally binding obligations obligation of Purchaser and each other Person (other than Sellers) party thereto, this Agreement and all such other instruments and agreements constitute valid and binding obligations of each Seller the Company enforceable against such Person it in accordance with the terms thereofits terms, except to the extent that as such enforcement enforceability may be limited by applicable (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect affecting the enforcement of or relating to creditors’ rights generally and by general remedies generally, and (ii) the availability of injunctive relief and other equitable principles remedies (regardless of whether considered enforcement is sought in a proceeding in equity or at law) (collectively, the “Enforceability Limitations”). (b) The Neither the execution and the delivery of this Agreement and all other instruments and agreements to be delivered by each Seller as contemplated hereby do notAgreement, and nor the consummation of the transactions contemplated hereby and thereby hereby, will not (i) conflict with violate in any of material respects any Law to which the provisions Company is subject or any provision of the certificate of incorporation or bylaws of the Company, or similar governance documents of each Seller or the Purchased Companies, in each case as amended to the date of this Agreement, (ii) subject to receipt of the consents, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, conflict with or result in a material breach of, or constitute a material default under, or result in the acceleration of any material obligation under, create in any party the right to accelerate, terminate, modify, or loss cancel, or require any notice or consent under any material agreement, contract, lease, license, instrument, or other arrangement to which the Company is a party or by which the Company is bound or to which the Company’s assets is subject (or result in the imposition of any benefits underLien upon any such assets, other than Permitted Liens). The Company is not required to give any Material Contract notice to, make any filing with, or (iii) subject obtain any authorization, consent, or approval of any Governmental Entity in order for the Parties to (x) consummate the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (y) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, contravene any Law or any Order applicable to any Seller or the Purchased Companies, except, in the case of clauses (ii) and (iii) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effecttransactions contemplated by this Agreement.