Common use of Non-Contravention Clause in Contracts

Non-Contravention. The execution and delivery by each of the Purchaser and Merger Sub of this Agreement and each Ancillary Document to which it is a party, the consummation by the Purchaser and Merger Sub of the Transactions, and compliance by the Purchaser and Merger Sub with any of the provisions hereof and thereof, do not and will not (a) conflict with or violate any provision of their respective Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.03 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to the Purchaser or Merger Sub or any of its properties or assets, (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Purchaser or Merger Sub under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, material Contract, or (d) result in the creation of any Lien upon any of the properties or assets (other than any Permitted Liens) or capital stock or other equity interests of the Purchaser or Merger Sub, except for any deviations from any of the foregoing clauses (b) or (c) that would not reasonably be expected to be, individually or in the aggregate, material to Purchaser or Merger Sub.

Non-Contravention. The Except as otherwise described in Schedule 3.4, the execution and delivery by each of the Purchaser and Merger Sub of this Agreement and each Ancillary Document to which it each is a party, the consummation by the Purchaser and Merger Sub of the Transactionstransactions contemplated hereby and thereby, and compliance by the Purchaser and Merger Sub with any of the provisions hereof and thereof, do not and will not (a) conflict with or violate any provision of their respective the Purchaser’s and Merger Sub’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.03 3.3 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to the Purchaser or Purchaser, Merger Sub or any of its their respective properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Purchaser or Merger Sub under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon any of the properties or assets of the Purchaser or Merger Sub under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viiiix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, material any Purchaser Material Contract, or (d) result in the creation of any Lien upon any of the properties or assets (other than any Permitted Liens) or capital stock or other equity interests of the Purchaser or Merger Sub, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not reasonably be expected to be, individually or in have a Material Adverse Effect on the aggregate, material to Purchaser or Merger SubPurchaser.

Non-Contravention. The Except as disclosed in Section 3.4(b) of the Seller Disclosure Schedule, the execution and delivery by each of the Purchaser and Merger Sub Seller of this Agreement and each Ancillary Document to which it is a party, the consummation by the Purchaser and Merger Sub of the Transactions, and compliance by the Purchaser and Merger Sub with any of the provisions hereof and thereof, do not and will not (a) conflict with or violate any provision of their respective Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.03 hereofnot, and the waiting periods referred to therein having expiredconsummation of the transactions contemplated hereby will not, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to the Purchaser or Merger Sub or any of its properties or assets, (c) (i) violate, conflict with or result in a breach of any provision of, (ii) or constitute a default (with or an event which, with without notice or lapse of time or both, would constitute a default) under, (iii) or result in the termination, withdrawal, suspension, cancellation or modification termination of, (iv) or accelerate the performance required by the Purchaser by, or Merger Sub under, (v) result in a right of termination payment, termination, cancellation, modification or acceleration of any obligation under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, material Contract, or (d) result in the creation of any Lien lien, security interest, charge or encumbrance upon any of the properties or assets of PGE or PGH II or any of their respective subsidiaries, or, to the knowledge of any of Seller, PGE, PGH II or any subsidiary of PGE or PGH II, any of PGE's or PGH II's joint ventures (other than any Permitted Lienssuch violation, conflict, breach, default, right of termination, cancellation or acceleration, loss or creation, a "PGE Violation") under, any provisions of (i) the articles of incorporation, bylaws or capital stock similar governing documents of Seller, PGE or PGH II or any of their respective subsidiaries or joint ventures, (ii) subject to obtaining the Seller Required Statutory Approvals, any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority applicable to Seller, PGE, PGH II or any of their respective subsidiaries or, to the knowledge of any of Seller, PGE, PGH II or any subsidiary of PGE or PGH II, any of their respective joint ventures or any of their respective properties or assets, or (iii) subject to obtaining the third-party consents or other equity interests approvals disclosed in Section 3.4(b) of the Purchaser Seller Disclosure Schedule (the "PGE Required Consents"), any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or Merger Subother instrument, except for obligation or agreement of any deviations from kind to which Seller, PGE, PGH II or any of their respective subsidiaries or, to the knowledge of any of Seller, PGE, PGH II or any subsidiary of PGE or PGH II, any of their respective joint ventures, is now a party or by which any of them or any of their respective properties or assets may be bound or affected, excluding from the foregoing clauses (bii) or and (ciii) that such PGE Violations as would not reasonably be expected to behave, individually or in the aggregate, material to Purchaser or Merger Suba PGE Material Adverse Effect.

Non-Contravention. The execution execution, delivery and delivery performance by each of Stockholder, the Purchaser Stockholder Parties and Merger Sub the Company of this Agreement Agreement, the Internal Reorganization Documents, the Ancillary Agreements and each Ancillary Document other Closing Documents to which it is a party, and the consummation by the Purchaser and Merger Sub of the Transactions, and compliance by do not, in the Purchaser and Merger Sub with any case of this Agreement, have not, in the case of the provisions hereof and thereofInternal Reorganization Documents, do not and will not as of the Closing, in the case of this Agreement, the Internal Reorganization Documents, the Ancillary Agreements and the other Closing Documents to which it is a party, (ai) conflict with or violate any provision of their respective Organizational Documentsthe Articles of Incorporation, (b) subject Bylaws or other organizational documents of any of Stockholder, the Stockholder Parties or the Companies or any shareholders’ agreement to obtaining which Stockholder, the Consents from Governmental Authorities referred to in Section 5.03 hereofStockholder Parties, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to the Purchaser or Merger Sub Company or any of its properties or assets, (c) (i) violate, conflict with or result in the Companies is a breach ofparty, (ii) assuming the receipt of all consents, approvals, waivers and authorizations and the making of the notices and filings set forth on Schedule 3.3(b) of the Stockholder Disclosure Schedule, and except as set forth on Schedule 3.4 of the Stockholder Disclosure Schedule, conflict with, or result in the breach of, or constitute a default under (or an event which, which with the giving of notice or lapse of time time, or both, would constitute a default) under), (iii) give rise to the right of, or result in the in, termination, withdrawalcancellation, modification, suspension, cancellation revocation or modification of, acceleration (ivwhether after the filing of notice or the lapse of time or both) accelerate of any right or obligation of any of Stockholder or the performance required by the Purchaser or Merger Sub Companies under, (v) or result in a right loss of termination any benefit to which any of Stockholder or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term Companies is entitled under, any of the terms, conditions or provisions of, material Contract, or (d) result in the creation of any Lien Encumbrance upon any of the properties Business Assets or assets the Shares or (iii) assuming the receipt of all consents, approvals, waivers and authorizations and the making of notices and filings set forth on Schedule 3.3(a) of the Stockholder Disclosure Schedule, or required to be made or obtained by Parent, violate or result in a breach of or constitute a default under any Law to which any of Stockholder, the Stockholder Parties or the Companies is subject, or under any Governmental Authorization, other than any Permitted Liens) or capital stock or other equity interests in the cases of the Purchaser or Merger Sub, except for any deviations from any of the foregoing clauses (bii) and (iii), conflicts, breaches, modifications, suspensions, revocations, terminations, defaults, cancellations, accelerations, losses, violations or (c) Encumbrances that would not reasonably be expected to benot, individually or in the aggregate, material (x) reasonably be expected to Purchaser have a Material Adverse Effect and (y) materially impair or Merger Subdelay the ability of any of Stockholder, the Stockholder Parties or the Company to perform its respective obligations under this Agreement, the Ancillary Agreements or the other Closing Documents to which it is a party.

Non-Contravention. The execution execution, delivery and delivery performance by each of the Purchaser and Merger Sub Lafite of this Agreement and each Ancillary Document to which it is a party, the consummation by the Purchaser and Merger Sub Lafite of the Transactions, and compliance by the Purchaser and Merger Sub with any of the provisions hereof and thereof, Transactions do not and will not (ai) contravene, conflict with or violate result in any violation or breach of any provision of their respective the Organizational DocumentsDocuments of Lafite, (bii) subject to obtaining assuming compliance with the Consents from Governmental Authorities matters referred to in Section 5.03 hereof4.04, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to the Purchaser or Merger Sub or any of its properties or assets, (c) (i) violatecontravene, conflict with or result in a violation or breach of any provision of any Applicable Law or Order, (iii) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control or default under, or result in the termination or cancellation of, or give to others any right to receive any payment, right to purchase (iiincluding any right of first refusal or right of first offer or the like) constitute or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a default holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (or an event whichin each case, with or without notice or lapse of time or both) under any Specified Lafite Contract or Lafite Lease Agreement to which Lafite or any of its Subsidiaries is a party, would constitute a default) underor by which they or any of their respective properties or assets may be bound or affected or any Permits affecting, (iii) result or relating in any way to, the terminationproperty, withdrawal, suspension, cancellation assets or modification of, business of Lafite or any of its Subsidiaries or (iv) accelerate the performance required by the Purchaser or Merger Sub under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, material Contract, or (d) result in the creation or imposition of any Lien upon any of the properties or assets (other than any Permitted Lafite Liens) on any rights, property or capital stock asset of Lafite or other equity interests of the Purchaser or Merger Sub, except for any deviations from any of its Subsidiaries, with such exceptions, in the foregoing case of each of clauses (bii), (iii) or and (c) that iv), as have not had, and would not reasonably be expected to behave, individually or in the aggregate, material to Purchaser or Merger Suba Lafite Material Adverse Effect.

Non-Contravention. (a) The execution execution, delivery and delivery performance by each Buyer of the Purchaser and Merger Sub of this Agreement and each Ancillary Document Transaction Documents to which it Buyer is a party, party and the consummation by the Purchaser and Merger Sub Buyer of the Transactions, and compliance by the Purchaser and Merger Sub with any of the provisions hereof and thereof, transactions contemplated thereby do not and will not (ai) conflict with violate the Articles of Incorporation or violate any provision Bylaws of their respective Organizational DocumentsBuyer, (bii) subject to obtaining assuming compliance with the Consents from Governmental Authorities matters referred to in Section 5.03 hereof3.11 of the Buyer Disclosure Schedule, violate any applicable Law, (iii) except for the approval of the Stockholders of Buyer, require any consent or other action by any Person under, constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of Buyer or to a loss of any benefit to which Buyer is entitled under any provision of any Contract binding on Buyer or any Permit or Approval affecting, or relating in any way to, the assets or business of Buyer or (iv) result in the creation or imposition of any Encumbrance on any material asset of Buyer except, in the case of clauses (ii), (iii) and (iv), for such matters as would not, individually or in the waiting periods referred aggregate, have a Buyer Material Adverse Effect or materially impair the ability of Buyer to therein having expiredconsummate the transactions contemplated by this Agreement. (b) Except as set forth in Section 3.11 of the Buyer Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation or performance of any condition precedent to such Consent of the transactions contemplated hereby will, directly or waiver having been satisfied, conflict indirectly (with or violate any Law, Order without notice or Consent applicable to the Purchaser or Merger Sub or any lapse of its properties or assets, (c) time): (i) violatecontravene, conflict with or result in a breach of, violation of (A) any provision of the Organizational Documents of Buyer or (B) any resolution adopted by the Board of Directors or the Stockholders of Buyer; (ii) constitute contravene, conflict with or result in a default (violation of, or an event which, with notice give any Governmental Entity or lapse other Person the right to challenge any of time the transactions contemplated by this Agreement or both, would constitute a default) to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the Buyer, or any of the assets owned or used by Buyer, may be subject; (iii) contravene, conflict with or result in a violation of any of the termination, withdrawal, suspension, cancellation terms or modification requirements of, or give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Buyer or that otherwise relates to the business of, or any of the assets owned or used by, Buyer; (iv) accelerate the performance required by the Purchaser contravene, conflict with or Merger Sub under, (v) result in a right violation or breach of termination any provision of, or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a default, default or exercise any remedyremedy under, claim a rebate, chargeback, penalty or change in delivery schedule, to accelerate the maturity or performanceperformance of, or to cancel, terminate or modify any right, benefit, obligation or other term undermodify, any of the terms, conditions or provisions of, material Buyer Contract, ; or (dv) result in the imposition or creation of any Lien upon Encumbrance on or with respect to any of the properties assets owned or assets (other than any Permitted Liens) or capital stock or other equity interests of the Purchaser or Merger Sub, except for any deviations from any of the foregoing clauses (b) or (c) that would not reasonably be expected to be, individually or in the aggregate, material to Purchaser or Merger Subused by Buyer.

Non-Contravention. The execution and delivery by each of the Purchaser and Merger Sub of this Agreement and each Ancillary Document to which it is a party, the consummation by the Purchaser and Merger Sub of the Transactions, and compliance by the Purchaser and Merger Sub with any of the provisions hereof and thereof, DRI do not and the consummation of the transactions contemplated hereby will not (a) conflict with or violate any provision of their respective Organizational Documentsnot, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.03 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to the Purchaser or Merger Sub or any of its properties or assets, (c) (i) violate, conflict with or result in a breach of any provision of, (ii) or constitute a default (with or an event which, with without notice or lapse of time or both, would constitute a default) under, (iii) or result in the termination, withdrawal, suspension, cancellation or modification termination of, (iv) or accelerate the performance required by the Purchaser by, or Merger Sub under, (v) result in a right of termination termination, cancellation or acceleration of any material obligation under or the loss of a material benefit under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, material Contract, or (d) result in the creation of any Lien upon any of the properties or assets (any such violation, conflict, breach, default, right of termination, cancellation or acceleration, loss or creation being hereinafter referred to as a "Violation") by DRI or any of its Significant Subsidiaries under any provisions of (i) the articles of incorporation, bylaws or similar governing documents of DRI or any of its Significant Subsidiaries, (ii) subject to obtaining the DRI Required Statutory Approvals and the receipt of the DRI Shareholders' Approval, any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court, governmental or regulatory body (including a stock exchange or other than any Permitted Liensself-regulatory body) or capital stock authority, domestic or foreign (each, a "Governmental Authority") applicable to DRI or any of its Significant Subsidiaries or any of their respective properties or assets, or (iii) subject to obtaining the third-party consents or other equity interests approvals set forth in Section 4.4(b) of the Purchaser DRI Disclosure Schedule (the "DRI Required Consents"), any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or Merger Subother instrument, except for obligation or agreement of any deviations from kind to which DRI or any of its Significant Subsidiaries is now a party or by which any of them or any of their respective properties or assets may be bound or affected, excluding from the foregoing clauses (bii) or and (ciii) that such Violations as would not reasonably be expected to behave, individually or in the aggregate, material to Purchaser or Merger Suba DRI Material Adverse Effect.

Non-Contravention. The execution execution, delivery and delivery performance by Seller and each of the Purchaser and Merger Sub Selling Subsidiary of this Agreement and each the Ancillary Document Agreements to which it is (or will be) a party, and the consummation by the Purchaser and Merger Sub of the Transactions, transactions contemplated hereby and compliance by the Purchaser and Merger Sub with any of the provisions hereof and thereofthereby, do not and will not (a) conflict with or violate any provision of their respective the Organizational DocumentsDocuments of Seller or any Selling Subsidiary, as applicable, (b) subject to obtaining assuming the Consents from Governmental Authorities referred to in Section 5.03 hereof, receipt of all Regulatory Approvals and the waiting periods referred to therein having expiredconsents, approvals, waivers and any condition precedent to such Consent or waiver having been satisfiedauthorizations set forth on Schedule 3.5 (the “Seller Non-Governmental Consents”), conflict with or violate any Lawwith, Order or Consent applicable to the Purchaser or Merger Sub or any of its properties or assets, (c) (i) violate, conflict with or result in a the breach of, (ii) or constitute a default under, or result in the termination, cancellation, modification or acceleration (or an event which, with whether after the filing of notice or the lapse of time or both, would constitute a default) of any right or obligation of Seller or any Selling Subsidiary under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Purchaser or Merger Sub under, (v) result in a right loss of termination any benefit to which Seller or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term Selling Subsidiary is entitled under, any of the terms, conditions Transferred Contract required to be listed in Schedule 3.12 to which Seller or provisions of, material Contractsuch Selling Subsidiary is a party, or (d) result in the creation of any Lien upon any of the properties or assets (other than any Permitted Liens) or capital stock or other equity interests Purchased Assets, in each case in respect of the Purchaser Business or, (c) assuming the receipt of all Regulatory Approvals, violate or Merger Subresult in a breach of, except for or constitute a default under, any deviations from any Law or Governmental Authorization to which Seller or such Selling Subsidiary is subject, in each case in respect of the foregoing clauses Business, except, in the case of clause (b) or and clause (c) above, for such violations, breaches, defaults or other matters that would not reasonably be expected to be, individually or in the aggregate, material to Purchaser the Business or Merger Subthe Purchased Assets, or materially impede the ability of Seller or each Selling Subsidiary to perform its obligations under this Agreement or under the Ancillary Agreements, or to consummate the transactions contemplated hereby and thereby.

Non-Contravention. The execution execution, delivery and delivery performance by each of the Purchaser and Merger Sub OLYMPIC of this Agreement and each Ancillary Document to which it is a party, the obligations hereunder and the consummation by the Purchaser and Merger Sub OLYMPIC of the Transactions, and compliance by the Purchaser and Merger Sub with any of the provisions hereof and thereof, transactions contemplated hereby do not and will not not, except as set forth in Section 5.5 of OLYMPIC's Disclosure Schedule (a) assuming compliance with the matters referred to in Section 5.3, contravene or conflict with the certificate of incorporation or violate any provision bylaws of their respective Organizational DocumentsOLYMPIC, (b) subject to obtaining assuming compliance with the Consents from Governmental Authorities matters referred to in Section 5.03 hereof5.4, and the waiting periods referred to therein having expiredviolate, and any condition precedent to such Consent contravene or waiver having been satisfied, conflict with or violate constitute a violation of any Lawprovision of any law, Order regulation, judgment, injunction, order or Consent decree binding upon or applicable to the Purchaser or Merger Sub OLYMPIC or any of its properties or assetsSubsidiaries, (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (under or an event which, with notice or lapse give rise to a right of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification ofacceleration of any right or obligation of OLYMPIC or any of its Subsidiaries or to a loss of any benefit to which OLYMPIC or any of its Subsidiaries is entitled under any provision of any material agreement, (iv) accelerate the performance required by the Purchaser or Merger Sub under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation contract or other term under, instrument binding upon OLYMPIC or any of its Subsidiaries (the terms"OLYMPIC Agreements") or any material license, conditions franchise, permit or provisions of, material Contractother similar authorization held by OLYMPIC or any of its Subsidiaries, or (d) result in the creation or imposition of any Lien upon on any asset of OLYMPIC or any of the properties or assets (other than any Permitted Liens) or capital stock or other equity interests of the Purchaser or Merger Subits Subsidiaries, except for any deviations from any of the foregoing clauses such contraventions, conflicts or violations referred to in clause (b) or defaults, rights of termination, cancellation or acceleration, or losses or Liens referred to in clause (c) that or (d) which would not reasonably be expected to benot, individually or in the aggregate, material have a Material Adverse Effect on OLYMPIC. Except as disclosed in Section 5.5 of the OLYMPIC Disclosure Schedule, neither OLYMPIC nor any Subsidiary of OLYMPIC is a party to Purchaser any agreement that expressly limits the ability of OLYMPIC or Merger Subany Subsidiary of OLYMPIC to compete in or conduct any line of business of FMFK, or compete with any Person or in any geographic area or during any period of time in connection therewith, except to the extent that any such limitation, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect on OLYMPIC after the Effective Time.

Non-Contravention. The execution and delivery by each Except as set forth on Section 5.03(b) of the Purchaser Disclosure Schedules, the execution, delivery and Merger Sub performance of this Agreement by the Target, and each Ancillary Document to which it is a party, the consummation by the Purchaser and Merger Sub Target of the Transactionstransactions contemplated hereby, including the Offer and compliance by the Purchaser and Merger Sub with any of the provisions hereof and thereofMerger, do not and will not not: (ai) contravene or conflict with with, or violate result in any provision violation or breach of, the Charter Documents of their respective Organizational Documentsthe Target or any of its Subsidiaries, (bii) subject to obtaining compliance with the Consents from Governmental Authorities referred to requirements set forth in Section 5.03 hereof5.03(c)(i)-(iv) and, in the case of the consummation of the Merger, assuming the transactions contemplated by this Agreement are consummated in accordance with Section 251(h) of the DGCL, and assuming the waiting periods referred to therein having expired, accuracy of Parent’s and any condition precedent to such Consent or waiver having been satisfiedMerger Sub’s representation and warranty set forth in Section 6.08, conflict with or violate any Law, Order or Consent Law applicable to the Purchaser or Merger Sub Target or any of its Subsidiaries or any of their respective properties or assets, (ciii) (i) violate, conflict with or result in a any breach of, (ii) of or constitute a default (or an event which, that with notice or lapse of time or both, both would constitute become a default) under, (iii) result in or alter the termination, withdrawal, suspension, cancellation rights or modification of, (iv) accelerate the performance required by the Purchaser or Merger Sub under, (v) result in a right obligations of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) give rise to any obligation to obtain any third party under, or give to others any rights of termination, amendment, acceleration or cancellation, or require any Consent or provide any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any Contract to which the Target or any of its Subsidiaries is a party or otherwise bound as of the terms, conditions or provisions of, material Contractdate hereof, or (div) result in the creation of any Lien upon an Encumbrance (other than Permitted Encumbrances) on any of the properties or assets (other than any Permitted Liens) or capital stock or other equity interests of the Purchaser Target or Merger Subany of its Subsidiaries, except except, in the case of each of clauses (ii), (iii) and (iv) above, for any deviations from conflicts, violations, breaches, defaults, alterations, terminations, amendments, accelerations, cancellations or Encumbrances, or where the failure to obtain any of the foregoing clauses (b) or (c) that Consents, in each case, would not reasonably be expected to behave, individually or in the aggregate, material to Purchaser or Merger Suba Target Material Adverse Effect.

Non-Contravention. The execution execution, delivery and delivery performance by each of the Purchaser Seller and Merger Sub its Affiliates of this Agreement and each the Ancillary Document Agreements to which it is they are a party, and the consummation by the Purchaser and Merger Sub of the Transactionstransactions contemplated hereby and thereby (and assuming solely for this purpose that all Contracts Related to the Acquired Business shall constitute Assigned Contracts but, and compliance by the Purchaser and Merger Sub with for purposes of Section 6.2(a) only, excluding any of the provisions hereof and thereofContract that is not an Assigned Contract), do not and will not (a) conflict with or violate any provision of their respective Organizational Documentsthe articles of incorporation, bylaws or other organizational documents of Seller or any of its Affiliates, (b) subject assuming (i) the entry of the [Confirmation]Transaction Order (or the entry of an order pursuant to obtaining section 365[(f)] of the Consents from Governmental Authorities referred to in Section 5.03 hereofBankruptcy Code authorizing the assumption and, if applicable, assignment of Assigned Contracts), and (ii) the waiting periods referred receipt of all consents, approvals, waivers and authorizations and the making of the notices and filings set forth on Schedule 3.4 of the Seller Disclosure Schedule with respect to therein having expired, any Person which is not a Government Entity or Self-Regulatory Organization (which assumption shall not apply to Section 5.10 and any condition precedent to such Consent or waiver having been satisfiedArticle VIII), conflict with with, or violate result in the breach of, or constitute a default under, or result in the termination, cancellation, modification or acceleration of any Law, Order right or Consent applicable to the Purchaser or Merger Sub obligation of Seller or any of its properties or assetsAffiliates under, (c) (i) violate, conflict with or result in a breach ofloss of any benefit to which Seller or any of its Affiliates is entitled under, (ii) constitute a default (any Contract, or an event whichresult in the creation of any Encumbrance upon any of the Transferred Assets or give rise to any Purchase Right, with in each case, whether after the filing of notice or the lapse of time or both, would constitute a defaultor (c) underassuming the entry of the [Confirmation]Transaction Order and the receipt of all consents, approvals, waivers and authorizations and the making of notices and filings set forth on Schedule 3.4 of the Seller Disclosure Schedule with respect to Government Entities or Self-Regulatory Organizations or required to be made or obtained by Buyer (iii) result in the terminationwhich assumption shall not apply to Section 5.10 and Article VIII), withdrawal, suspension, cancellation violate or modification of, (iv) accelerate the performance required by the Purchaser or Merger Sub under, (v) result in a right breach of termination or acceleration under, (vi) give rise constitute a default under any Law to any obligation to make payments which Seller or provide compensation under, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, material Contractits Affiliates is subject, or (d) result in the creation of under any Lien upon any of the properties or assets (other than any Permitted Liens) or capital stock or other equity interests of the Purchaser or Merger SubGovernmental Authorization, except for any deviations from any (which exception shall not apply to Section 5.10 and Article VIII), in the cases of the foregoing clauses (b) or and (c) ), conflicts, breaches, terminations, defaults, cancellations, accelerations, losses, violations, Encumbrances or Purchase Rights that would not reasonably be expected to benot, individually or in the aggregate, material reasonably be expected to Purchaser or Merger Subhave a Material Adverse Effect.

Non-Contravention. The execution execution, delivery and delivery performance of this Agreement by each of the Purchaser Parent and Merger Sub of this Agreement and each Ancillary Document to which it is a party, the consummation by the Purchaser Parent and Merger Sub of the Transactions, and compliance transactions contemplated by the Purchaser and Merger Sub with any of the provisions hereof and thereof, this Agreement do not and will not (ai) contravene or conflict with with, or violate result in any violation or breach of, any provision of their respective Organizational Documentsthe organizational documents of either Parent or Merger Sub; (ii) contravene or conflict with, (b) subject to obtaining the Consents from Governmental Authorities referred to or result in Section 5.03 hereofany violation or breach of, and the waiting periods referred to therein having expired, and any condition precedent to such Consent Laws or waiver having been satisfied, conflict with or violate any Law, Order or Consent Orders applicable to the Purchaser Parent or Merger Sub or any of its properties Subsidiaries or assetsby which any assets of Parent or Merger Sub or any of their respective Subsidiaries (“Parent Assets”) are bound (assuming that all consents, approvals, authorizations, filings and notifications described in this Section 4.5 have been obtained or made); (ciii) (i) violate, conflict with or result in any violation or breach of or loss of a breach ofbenefit under, (ii) or constitute a default (with or an event which, with without notice or lapse of time or both, would constitute a default) under, any Contract, arrangement, commitment, agreement, license, permit, bond, mortgage, indenture or understanding (iiiwhether written or oral) result which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the termination, withdrawal, suspension, cancellation or modification of, SEC) to be performed after the date of this Agreement (a “Parent Contract”); (iv) accelerate the performance required by the Purchaser require any consent, approval or Merger Sub underother authorization of, or filing with or notification to, any Person under any Parent Contract; (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments termination, cancellation, amendment, modification or provide compensation underacceleration of any rights or obligations under any Parent Contracts, (vii) give rise to including any obligation to obtain any third party Consent purchase, license or provide any notice to any Person sell assets or securities; or (viiivi) give cause the creation or imposition of any Person the right to declare a defaultLiens on any Parent Assets, exercise any remedyexcept, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, material Contract, or (d) result in the creation cases of any Lien upon any of the properties or assets (other than any Permitted Liens) or capital stock or other equity interests of the Purchaser or Merger Sub, except for any deviations from any of the foregoing clauses (bii) or through (c) that vi), as would not reasonably be expected to benot, individually or in the aggregate, material reasonably be expected to Purchaser or Merger Subhave an Acquiror Material Adverse Effect.

Non-Contravention. (a) The execution execution, delivery and delivery performance by each of the Purchaser and Merger Sub Company of this Agreement and each Ancillary Document to which it is a party, the consummation of the transactions contemplated hereby and the execution, delivery and performance by the Purchaser and Merger Sub Company Bank of the Transactions, Bank Merger Agreement and compliance by the Purchaser and Merger Sub with any consummation of the provisions hereof and thereoftransactions contemplated thereby, do not and will not (ai) contravene, conflict with with, or violate result in any violation or breach of any provision of their respective Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.03 hereof, and articles of incorporation or bylaws or other governing documents of the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to the Purchaser or Merger Sub Company or any of its properties or assetsSubsidiaries, (cii) (i) violateassuming compliance with the matters referred to in Sections 5.3 and 5.4, contravene, conflict with or result in a violation or breach ofof any provision of any applicable law, (iiiii) assuming compliance with the matters referred to in Sections 5.3 and 5.4, require any consent or other action by any Person under, constitute a default (default, or an event whichthat, with or without notice or lapse of time or both, would constitute a default) , under, (iii) result in or cause or permit the termination, withdrawalcancellation, suspensionacceleration or other change of any right or obligation or the loss of any benefit to which the Company or any of its Subsidiaries is entitled under any provision of any agreement or other instrument binding upon the Company or any of its Subsidiaries or any license, cancellation franchise, permit, certificate, approval or modification ofother similar authorization affecting, or relating in any way to, the assets or business of the Company and its Subsidiaries or (iv) accelerate the performance required by the Purchaser or Merger Sub under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, material Contract, or (d) result in the creation or imposition of any Lien upon on any asset of the Company or any of the properties or assets (other than any Permitted Liens) or capital stock or other equity interests of the Purchaser or Merger Subits Subsidiaries, except for such contraventions, conflicts and violations referred to in clause (ii) and for such failures to obtain any deviations from any of the foregoing such consent or other action, defaults, terminations, cancellations, accelerations, changes, losses or Liens referred to in clauses (biii) or and (civ) that in the case of clause (ii), (iii) and (iv) would not be reasonably be expected to behave, individually or in the aggregate, material a Material Adverse Effect on the Company. (b) As of the date hereof, the Company knows of no reason why the tax opinion referred to Purchaser or Merger Subin Section 10.1(g) should not be obtained on a timely basis.

Non-Contravention. The (a) Neither the execution and delivery by each of the Purchaser and Merger Sub and Parent of this Agreement and each Ancillary or any other Transaction Document to which it that either Merger Sub or Parent is a party, party nor the consummation by the Purchaser and Merger Sub and Parent of the TransactionsTransactions will, and compliance by the Purchaser and Merger Sub directly or indirectly (with any or without notice or lapse of the provisions hereof and thereof, do not and will not time): (ai) result in a violation or breach of or conflict with the certificate or violate any provision articles of their respective Organizational Documentsincorporation or bylaws, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.03 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to the Purchaser or other similar organizational documents of Merger Sub or any of its properties or assets, Parent; (cii) (i) violate, conflict with or result in a violation or breach of, (ii) or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) or result in the termination, withdrawal, suspension, termination or cancellation or modification of, (iv) or give rise to a right of purchase under, or accelerate the performance required by the Purchaser Parent or Merger Sub under, (v) or result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, material Contract, or (d) result in the creation of any Lien upon any of the properties or assets owned or operated by Parent or Merger Sub pursuant to the terms, conditions or provisions of, any Contract to which Party or Merger Sub is a party or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (b) below, violate any Judgment or Law applicable to Merger Sub or Parent, in each case, other than any Permitted Liens) or capital stock or other equity interests of the Purchaser or Merger Sub, except for any deviations from any of the foregoing clauses such event described in items (bii) or (ciii) that would not reasonably be expected to bewhich, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the ability of Merger Sub or Parent to Purchaser consummate the Transactions (a “Parent Material Adverse Effect”). (b) No Governmental Approval is necessary to be obtained or made by Merger Sub or Parent in connection with Merger Sub’s and Parent’s execution, delivery and performance of this Agreement or the consummation by Merger Sub or Parent of the Transactions, except for (i) compliance with the DGCL (including, with respect to the filing of the Certificate of Merger), (ii) compliance with and submission of filings, forms, declarations, notifications, registrations and notices required to be filed with Governmental Authorities under any Antitrust Law, (iii) the filing with the SEC of any documents required to be filed with the SEC by Merger Sub or Parent pursuant to this Agreement or in connection with the Transactions, (iv) the approvals, filings and notifications imposed by applicable Laws that are set forth in Section 3.3(b) of the Parent Disclosure Schedules, and (v) such other Governmental Approvals the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.

Non-Contravention. The execution execution, delivery and delivery performance by each of the Purchaser and Merger Sub Seller Parties of this Agreement and each of the Ancillary Document Agreements to which it is a party, and the consummation by the Purchaser and Merger Sub Seller Parties of the Transactions, transactions contemplated hereunder and compliance by the Purchaser and Merger Sub with any of the provisions hereof and thereofthereunder, do not and will not not, with or without the giving of notice, the lapse of time or both, (ai) assuming the receipt of all consents, approvals, waivers and authorizations and the making of the notices and filings (x) referred to in Section 3.5 or (y) required to be received or made by any of the Transferred Entities, as contemplated by Section 4.3 and Section 4.4, conflict with or violate any provision of their respective the Organizational DocumentsDocuments of any of the Seller Parties, (bii) subject to obtaining assuming the Consents from Governmental Authorities receipt of all consents, approvals, waivers and authorizations and the making of the notices and filings (x) referred to in Section 5.03 hereof3.5 or (y) required to be received or made by any of the Transferred Entities, as contemplated by Section 4.3 and Section 4.4, conflict with, or result in the breach of, or constitute a default under, or result in the termination, Encumbrance, vesting, cancellation, modification or acceleration of any right or obligation of any of the Seller Parties under, or result in a loss of any benefit to which any of the Seller Parties is entitled under, any Contract, Benefit and Compensation Arrangement or other agreement or instrument binding upon any of the Seller Parties or to which the property of any of the Seller Parties is subject (including, without limitation, the Transferred Equity Interests), or (iii) assuming the receipt of all consents, approvals, waivers and authorizations and the waiting periods making of notices and filings (A) referred to therein having expired, and in Section 3.5 or (B) required to be received or made by any condition precedent to such Consent of the Transferred Entities or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to by the Purchaser or Merger Sub Buyer Parties or any of its properties or assetstheir Affiliates, (c) (i) violate, conflict with violate or result in a breach ofof or constitute a default under any Law to which any of the Seller is subject or under any Permit of the Seller Parties that is related to the PCB Business, other than, in the case of clauses (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, and (iii) result in the ), any conflict, breach, default, termination, withdrawalEncumbrance, suspensionvesting, cancellation cancellation, modification, acceleration or modification of, (iv) accelerate the performance required by the Purchaser or Merger Sub under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, material Contract, or (d) result in the creation of any Lien upon any of the properties or assets (other than any Permitted Liens) or capital stock or other equity interests of the Purchaser or Merger Sub, except for any deviations from any of the foregoing clauses (b) or (c) loss that would not reasonably be expected to benot, individually or in the aggregate, material to Purchaser or Merger Subhave a Material Adverse Effect.

Non-Contravention. The execution execution, delivery and delivery performance by each of the Purchaser and Merger Sub Seller Parties of this Agreement and each of the Ancillary Document Agreements to which it is a party, and the consummation by the Purchaser and Merger Sub Seller Parties of the Transactions, transactions contemplated by this Agreement and compliance by the Purchaser and Merger Sub with any each of the provisions hereof and thereofAncillary Agreements to which it is a party, do not and will not not, with or without the giving of notice, the lapse of time or both, (a) conflict with or violate any provision of their respective the Organizational DocumentsDocuments of any Transferred Entity, (b) subject to obtaining assuming the Consents from Governmental Authorities receipt of all consents, approvals, waivers and authorizations and the making of the notices and filings (i) referred to in Section 5.03 hereof4.3 or (ii) required to be received or made by the Seller Parties, as contemplated by Section 3.5 and Section 3.6, conflict with, or result in the breach of, or constitute a default under, or result in the termination, Encumbrance, vesting, cancellation, modification or acceleration of any right or obligation of any Transferred Entity under, or result in a loss of any benefit to which any Transferred Entity or the PCB Business is entitled under, any Contract, Benefit and Compensation Arrangement or other agreement or instrument binding upon any Transferred Entity or to which the property of any Transferred Entity is subject, or result in any penalty or other payment by any Transferred Entity, or (c) assuming the receipt of all consents, approvals, waivers and authorizations and the waiting periods making of notices and filings (i) referred to therein having expired, and any condition precedent in Section 4.3 or (ii) required to such Consent be received or waiver having been satisfied, conflict with made by the Seller Parties or violate any Law, Order or Consent applicable to by the Purchaser or Merger Sub Buyer Parties or any of its properties or assetstheir respective Affiliates, (c) (i) violate, conflict with violate or result in a breach of, (ii) of or constitute a default (under any Law to which any Transferred Entity is subject or an event whichunder any Permit of any Transferred Entity that is primarily related to the PCB Business, with notice or lapse of time or bothother than, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Purchaser or Merger Sub under, (v) result in a right case of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, material Contract, or (d) result in the creation of any Lien upon any of the properties or assets (other than any Permitted Liens) or capital stock or other equity interests of the Purchaser or Merger Sub, except for any deviations from any of the foregoing clauses (b) or and (c) ), any conflict, breach, default, termination, Encumbrance, vesting, cancellation, modification, acceleration or loss that would not reasonably be expected to benot, individually or in the aggregate, material to Purchaser or Merger Subhave a Material Adverse Effect.

Non-Contravention. The execution execution, delivery and delivery performance by each of the Purchaser Seller and Merger Sub its Subsidiaries of this Agreement and each the Ancillary Document Documents to which it is they are a party, and the consummation by the Purchaser and Merger Sub of the Transactions, transactions contemplated hereby and compliance by the Purchaser and Merger Sub with any of the provisions hereof and thereofthereby, do not and will not (ai) conflict with or violate any provision of their Seller’s or its Subsidiaries’ respective Organizational Documentsorganizational documents, (bii) subject to obtaining assuming the Consents from Governmental Authorities referred to receipt of all consents, approvals, waivers and authorizations and the making of the notices and filings listed in Section 5.03 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent 4.4 or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to the Purchaser or Merger Sub or any of its properties or assets, (c) (i) violateset forth on Seller Schedule 4.4, conflict with or result in a violation or breach of, (ii) or constitute a default under, or result in the termination, cancellation, modification or acceleration (or an event which, with whether after the filing of notice or the lapse of time or both, would constitute a default) of any right or obligation of Seller or any of its Subsidiaries under, (iii) or result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required any right of buy-out by the Purchaser or Merger Sub any third party under, (v) or result in a right loss of termination any benefit to which Seller or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term of its Subsidiaries is entitled under, any of the terms, conditions Material Contract or provisions of, material Contract, or (d) result in the creation of any Lien Encumbrance upon any of the properties or assets Transferred Assets (other than Permitted Encumbrances), or (iii) assuming the receipt of all consents, approvals, waivers and authorizations and the making of notices and filings listed in Section 4.4 or set forth on Seller Schedule 4.4 or required to be made or obtained by Buyer, conflict with or result in a violation or breach of, or constitute a default under, any Permitted Liens) Law to which the Transferred Business is subject, or capital stock or under any Governmental Authorizations, other equity interests than, in the case of the Purchaser or Merger Sub, except for any deviations from any of the foregoing clauses (bii) and (iii), conflicts, violations, breaches, defaults, terminations, cancellations, modifications, accelerations, losses or (c) Encumbrances that would not reasonably be expected to benot, individually or in the aggregate, material reasonably be expected to Purchaser have a Seller Material Adverse Effect (disregarding clauses (vi)-(viii) of the first proviso in the definition of Seller Material Adverse Effect) or Merger Subprevent or materially impair or delay Seller’s or its Subsidiaries’ ability to perform their respective obligations under this Agreement or the Ancillary Documents.

Non-Contravention. The execution and delivery of this Agreement by each of Trident, Fountain, AcquisitionCo and Merger Sub, the Purchaser execution and delivery of the Separation Agreement by each of Trident and Fountain and the execution of each Ancillary Agreement by Trident and any of its Subsidiaries contemplated to be a party thereto does not or will not (as applicable), and the consummation of the Transactions by each of Trident, Fountain, AcquisitionCo and Merger Sub of this Agreement and each Ancillary Document to which it is a party, the consummation by the Purchaser and Merger Sub (assuming receipt of the Transactions, and compliance by the Purchaser and Merger Sub with any of the provisions hereof and thereof, do not and Trident Shareholder Approval) will not (awith or without notice or lapse of time or both), (i) violate or conflict with or violate any provision of their respective the Organizational DocumentsDocuments of Trident, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.03 hereofFountain, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to the Purchaser AcquisitionCo or Merger Sub or any of its Trident’s Subsidiaries contemplated to be a party to any Ancillary Agreement, (ii) subject to obtaining the Trident Regulatory Approvals, violate or conflict with any Laws or Orders applicable to Trident, Fountain, AcquisitionCo or Merger Sub or any of Trident’s Subsidiaries contemplated to be a party to any Ancillary Agreement or any of their respective Assets, rights or properties or assets, (c) (iiii) violate, conflict with or result in a breach of any provision of, (ii) or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) or trigger any obligation to repurchase, redeem or otherwise retire indebtedness under, or result in the termination, withdrawal, suspension, cancellation or modification termination of, (iv) loss of a benefit under or accelerate the performance required by the Purchaser by, or Merger Sub under, (v) result in a right of termination termination, cancellation, guaranteed payment or acceleration of any obligation under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, material Contract, or (d) result in the creation of any Lien Security Interest upon any of the properties properties, rights or assets (other than any Permitted Liens) or capital stock or other equity interests Assets of the Purchaser Trident, Fountain, AcquisitionCo or Merger SubSub or any of Trident’s Subsidiaries contemplated to be a party to any Ancillary Agreement pursuant to any provisions of, except any Permit or Contract (including the Fountain Material Contracts) to which Trident, Fountain, AcquisitionCo or Merger Sub or any of Trident’s Subsidiaries contemplated to be a party to any Ancillary Agreement is now a party or by which they or any of their Assets, rights or properties may be bound or have any rights under, or trigger any buy-sell or similar agreements, except, in the case of clauses (ii) and (iii) above for any deviations from any breach, violation, termination, loss, default, acceleration, change, conflict, triggering of the foregoing clauses (b) obligation or (c) Security Interest that would not reasonably be expected to behave, individually or in the aggregate, material to Purchaser or Merger Suba Fountain Business MAE.

Non-Contravention. The execution and delivery by each of the Purchaser and Merger Sub Seller of this Agreement and each Ancillary Document to which it is, or is required to be, a party, party or otherwise bound and the consummation by the Purchaser and Merger Sub Seller of the Transactions, and compliance by the Purchaser and Merger Sub Seller with any of the provisions hereof and thereof, do not and will not not, (a) contravene, conflict with or violate any provision of their respective the Seller’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.03 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfiedcontravene, conflict with or violate any Law, Order or Consent applicable to the Purchaser or Merger Sub Seller or any of its properties or assets, assets or (c) (i) contravene, violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Purchaser or Merger Sub Seller under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon any of the properties or assets of the Seller under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person consent or (viiiix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, material Contract, any Contract to which the Seller is a party or (d) result in the creation of any Lien upon any of the Seller or its properties or assets (other than any Permitted Liens) or capital stock or other equity interests of the Purchaser or Merger Subare otherwise bound, except for any deviations from any of the foregoing clauses (a), (b) or (c) that has not had and would not reasonably be expected to be, individually materially impair or in delay the aggregate, material ability of the Seller to Purchaser consummate the Transactions. The governing or Merger Submanaging body or persons of the Seller has authorized the execution and delivery of this Agreement by the Seller and has approved this Agreement and the Transactions.

Non-Contravention. The (a) Neither the execution and delivery by each of the Purchaser and Merger Sub of this Agreement by Merger Subsidiary and each Ancillary Document to which it is a party, Parent nor the consummation by the Purchaser Merger Subsidiary and Merger Sub Parent of the TransactionsTransactions will, and compliance by the Purchaser and Merger Sub directly or indirectly (with any or without notice or lapse of the provisions hereof and thereof, do not and will not time): (ai) result in a violation or breach of or conflict with the certificate or violate any provision articles of their respective Organizational Documentsincorporation or formation or operating agreement or bylaws, or other similar organizational documents of Merger Subsidiary or Parent; or (bii) subject to obtaining or making the Consents from Governmental Authorities consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.03 hereofparagraph (b) below, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order judgment or Consent Law applicable to the Purchaser Merger Subsidiary or Merger Sub or any of its properties or assetsParent, (c) (i) violatein each case, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Purchaser or Merger Sub under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, material Contract, or (d) result in the creation of any Lien upon any of the properties or assets (other than any Permitted Liens) or capital stock or other equity interests of the Purchaser or Merger Sub, except for any deviations from any of the foregoing clauses (b) or (c) that would not reasonably be expected to besuch event which, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the ability of Merger Subsidiary or Parent to Purchaser consummate the Transactions. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Merger SubSubsidiary or Parent in connection with Merger Subsidiary’s and Parent’s execution, delivery and performance of this Agreement or the consummation by Merger Subsidiary or Parent of the Transactions, except for (i) compliance with the DGCL, (ii) compliance with and filings pursuant to the HSR Act and Foreign Antitrust Laws, (iii) the filing of a certificate of merger with respect to the Merger with the Secretary of State of the State of Delaware, and (iv) such other consents, approvals, orders, waivers, authorizations, actions, nonactions, registrations, declarations, filings, permits and notices the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Parent’s ability to consummate the Merger and the Transactions.

Non-Contravention. The execution and delivery by each of the Purchaser and Merger Sub Company of this Agreement and each or any of the Company Ancillary Document Agreements to which it is, or is specified to be, a party, the performance by the Company of its covenants and obligations hereunder and thereunder and the consummation by the Purchaser and Merger Sub Company of the Transactions, transactions contemplated hereby and compliance by the Purchaser and Merger Sub with any of the provisions hereof and thereof, thereby do not and will not (a) conflict with or violate any provision of their respective Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.03 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to the Purchaser or Merger Sub or any of its properties or assets, (c) (i) violatecontravene, violate or conflict with or result in a the breach of, (ii) of or constitute a default (or an event which, which with notice or lapse of time or both, both would constitute become a default) under, (iiiii) result in the termination, withdrawal, suspension, cancellation or modification termination of, (iv) or accelerate the performance required by the Purchaser by, or Merger Sub under, (v) result in a right of termination or acceleration or a right to challenge the transactions contemplated hereby under, (viiii) result in a loss of a material benefit under, (iv) give rise to increased, additional, accelerated or guaranteed rights or entitlements of any obligation to make payments or provide compensation Person under, (viia) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or the Charter Documents of the Company, (viiib) give any Person the right to declare a defaultcharter, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation bylaws or other term under, constituent documents of any of the termsCompany’s Subsidiaries, conditions or provisions of(c) subject to obtaining the Approvals in respect of the Contracts set forth in ‎Section 3.4 of the Company Disclosure Letter, material any Material Contract, or (d) assuming the Approvals in respect of the Contracts set forth in ‎Section 3.4 of the Company Disclosure Letter and the Approvals referred to in ‎Section 3.5 of this Agreement are obtained or made and subject to obtaining the Company Shareholder Approval (assuming the accuracy of the representations and warranties in ‎Section 4.7 below), any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their properties or assets are bound, or (v) subject to obtaining the Approvals in respect of the Contracts set forth in ‎Section 3.4 of the Company Disclosure Letter, result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets (other than any Permitted Liens) or capital stock or other equity interests of the Purchaser Company or Merger Subany of its Subsidiaries, except for any deviations from any in each of the foregoing clauses (b) above, for such violations, conflicts, defaults, terminations, accelerations or (c) that Liens which have not had and would not reasonably be expected to behave, individually or in the aggregate, material to Purchaser or Merger Suba Company Material Adverse Effect.

Non-Contravention. The execution Except as set forth in Section 4.5 of the U S WEST Merger Disclosure Schedule, the execution, delivery and delivery performance by each of U S WEST, Media, NV and PCS Holdings (and the Purchaser and Merger Sub NV/PCS Transferee) of this Agreement and each Ancillary Document other Transaction Agreement to which it is a party, and the consummation by U S WEST, Media, NV and PCS Holdings (and the Purchaser and Merger Sub NV/PCS Transferee) of the Transactions, transactions contemplated hereby and compliance by the Purchaser and Merger Sub with any of the provisions hereof and thereofthereby, do not and will not (a) conflict with or violate any provision of their respective Organizational Documentsthe Certificates of Incorporation or Bylaws of U S WEST, Media (or the NV/PCS Transferee) or PCS Holdings, the Articles of Incorporation or Bylaws of NV or, subject to obtaining the U S WEST Consents, the certificate of incorporation or bylaws or comparable organizational document of any of the Domestic Wireless Subsidiaries or Domestic Wireless Investments; (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.03 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfiedU S WEST Consents, conflict with with, or violate result in the breach of, or constitute a default or an event of withdrawal or dissolution under, or result in the termination, modification, cancellation or acceleration (whether after the filing of notice or the lapse of time or both) of any Lawright or obligation of U S WEST, Order or Consent applicable to the Purchaser or Merger Sub Media, NV, PCS Holdings or any of its properties the Domestic Wireless Subsidiaries (or assetsthe NV/PCS Transferee) under, any note, mortgage, indenture, lease, Material Contract, agreement or other obligation or instrument of U S WEST, Media, PCS Holdings or any of the Domestic Wireless Subsidiaries (or the NV/PCS Transferee); (c) subject to obtaining the U S WEST Consents, give rise to any option, right of first refusal or similar right of any Third Party with respect to any interest in any Domestic Wireless Subsidiary or Domestic Wireless Investment; or (id) subject to obtaining the U S WEST Consents, violate, conflict with or result in a breach of, (ii) of or constitute a default (or an event whichunder any Applicable Law in relation to the operation of the Domestic Wireless Business, with notice or lapse of time or bothother than, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Purchaser or Merger Sub under, (v) result in a right case of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, material Contract, or (d) result in the creation of any Lien upon any of the properties or assets (other than any Permitted Liens) or capital stock or other equity interests of the Purchaser or Merger Sub, except for any deviations from any of the foregoing clauses (b) and (d), any conflict, breach, termination, modification, default, cancellation, acceleration, loss or (c) that would not reasonably be expected to beviolation that, individually or in the aggregate, material would not reasonably be expected to Purchaser have a Material Adverse Effect with respect to the Domestic Wireless Business or Merger Submaterially impair or delay the ability of U S WEST, Media, NV or PCS Holdings (or the NV/PCS Transferee) to perform its obligations under this Agreement and the other Transaction Agreements or consummate the transactions contemplated hereby and thereby.

Non-Contravention. The execution and delivery by each of the Purchaser and Merger Sub Buyer of this Agreement and each Ancillary Document to which it is a partyAgreement, the consummation by the Purchaser and Merger Sub Buyer of the Transactionstransactions contemplated hereby, and compliance by the Purchaser and Merger Sub Buyer with any of the provisions hereof and thereof, do not and will not shall not: (a) conflict with or violate any provision of their respective Buyer’s Organizational Documents, ; (b) subject to obtaining the Consents consents from Governmental Authorities referred to in Section 5.03 hereof, and the waiting periods referred to therein having expired, 4.3 and any condition precedent to such Consent consent or waiver having been satisfied, conflict with or violate any Lawlaw, Governmental Order or Consent consent applicable to the Purchaser or Merger Sub Buyer or any of its properties or assets, ; (c) as of the date of this Agreement (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Purchaser or Merger Sub Buyer under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien (other than transfer restrictions under applicable securities laws and the applicable Organizational Documents of Buyer) upon any of the properties or assets of Buyer under, (viii) give rise to any obligation to obtain any third party Consent consent or provide any notice to any Person or (viiiix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, material Contract, any Contract of Buyer; or (d) result in the creation of any Lien upon any of the properties or assets (other than any Permitted Liens) or capital stock or other equity interests of the Purchaser or Merger SubBuyer, except for any deviations from any of the foregoing clauses (b) or (c) that has not been and would not reasonably be expected to be, individually or in the aggregate, aggregate material to Purchaser Buyer or Merger Subprevent Buyer to consummate the transactions contemplated by this Agreement.

Non-Contravention. The execution execution, delivery and delivery performance by each of the Purchaser Cavalier, Forward ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and Merger Sub ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Subsidiary of this Agreement and each Ancillary Document to which it is a party, the consummation by the Purchaser Cavalier, Forward Merger Subsidiary and Merger Sub ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Subsidiary of the Transactions, and compliance by the Purchaser and Merger Sub with any of the provisions hereof and thereof, transactions contemplated hereby do not and will not not, assuming compliance with the matters referred to in Sections 4.2, Section 4.3 and Section 4.4 and the adoption of this Agreement by the sole stockholder of Maverick Merger Subsidiary and the approval of this Agreement by the sole member of Forward Merger Subsidiary, (a) contravene or conflict with the certificate of incorporation or violate any provision by-laws of their respective Organizational DocumentsCavalier, Forward Merger Subsidiary or Maverick Merger Subsidiary, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.03 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent contravene or waiver having been satisfied, conflict with or violate constitute a violation of any Law, Order provision of any Law or Consent Orders binding upon or applicable to the Purchaser or Merger Sub Cavalier or any of its properties or assetsSubsidiaries, (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, which with notice or lapse the passage of time or both, would constitute become a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Purchaser or Merger Sub under, (v) result in a right of termination or acceleration under, (vi) give rise to any right of termination, cancellation or acceleration of any right or obligation of Cavalier or any of its Subsidiaries or to make payments a loss of any benefit to which Cavalier or provide compensation underany of its Subsidiaries is entitled under any provision of, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a defaultagreement, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation contract or other term under, instrument binding upon Cavalier or any of the termsits Subsidiaries or any license, conditions franchise, permit or provisions of, material Contract, other similar authorization held by Cavalier or any of its Subsidiaries or (d) result in the creation or imposition of any Lien upon any of the properties or assets (other than any Permitted Liens) on any asset of Cavalier or capital stock or other equity interests any of the Purchaser or Merger Subits Subsidiaries, except for any deviations from any of the foregoing clauses such contraventions, conflicts or violations referred to in clause (b) or defaults, rights of termination, cancellation or acceleration or losses or Liens referred to in clauses (c) or (d) that would not reasonably be expected to benot, individually or in the aggregate, material be reasonably likely to Purchaser have (i) a Cavalier Material Adverse Effect or Merger Sub(ii) a Cavalier Impairment Effect.

Non-Contravention. The execution execution, delivery and delivery performance by Seller, FTFC and each of the Purchaser and Merger Sub Companies of this Agreement and each the Ancillary Document Agreements and other Closing documents referenced herein to which it is a party, and the consummation by the Purchaser and Merger Sub of the Transactions, and compliance by do not, in the Purchaser and Merger Sub with any case of the provisions hereof and thereofthis Agreement, do not and will not as of the Closing, in the case of this Agreement, the Ancillary Agreements and other Closing documents referenced herein, (ai) conflict with or violate any provision of their respective Organizational Documentsthe Articles of Incorporation, (b) subject to obtaining Bylaws or other organizational documents of Seller, FTFC, the Consents from Governmental Authorities referred to in Section 5.03 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to the Purchaser or Merger Canadian Sub or any of its properties or assets, (c) (i) violate, conflict with or result in a breach ofthe Preclosing LLC Agreements, (ii) assuming the receipt of all consents, approvals, waivers and authorizations and the making of the notices and filings set forth on Schedule 3.3(c), conflict with, or result in the breach of, or constitute a default under, or result in the termination, cancellation, modification or acceleration (or an event which, with whether after the filing of notice or the lapse of time or both) of any right or obligation of Seller, would constitute a default) any of its Affiliates or the Companies or the Canadian Sub, as the case may be, under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Purchaser or Merger Sub under, (v) result in a right loss of termination any benefit to which Seller, any of its Affiliates, the Companies or acceleration underthe Canadian Sub, (vi) give rise to any obligation to make payments or provide compensation underas the case may be, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term is entitled under, any of the terms, conditions or provisions of, material Transferred Contract, or (d) result in the creation of any Lien Encumbrance upon any of the properties Transferred Assets or material assets (other than any Permitted Liens) or capital stock or other equity interests of the Purchaser or Merger Canadian Sub, except for or (iii) assuming the receipt of all consents, approvals, waivers and authorizations and the making of notices and filings set forth on Schedules 3.3(a) and 3.3(b), respectively, or required to be made or obtained by Buyer, to the Seller’s Knowledge and FTFC’s Knowledge (in the case of FTFC, only with respect to the Canadian Sub), violate or result in a breach of or constitute a default under any deviations from Law to which any of Seller, any of its Affiliates or the foregoing Companies is subject, or under any Governmental Authorization, other than, in the cases of clauses (bii) and (iii), conflicts, breaches, terminations, defaults, cancellations, accelerations, losses, violations or (c) Encumbrances that would not reasonably be expected to benot, individually or in the aggregate, material have a Material Adverse Effect or materially impair or delay the ability of any of Seller, FTFC or the Companies to Purchaser or Merger Subperform its respective obligations hereunder.

Non-Contravention. The execution and delivery by each of the Purchaser and Merger Sub Company of this Agreement and each or any of the Ancillary Document Agreements to which it is, or is specified to be, a party, the performance by the Company of its covenants and obligations hereunder and thereunder and the consummation by the Purchaser and Merger Sub Company of the Transactions, transactions contemplated hereby and compliance by the Purchaser and Merger Sub with any of the provisions hereof and thereof, thereby do not and will not (a) conflict with or violate any provision of their respective Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.03 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to the Purchaser or Merger Sub or any of its properties or assets, (cA) (i) violatecontravene, violate or conflict with or result in a the breach of, (ii) of or constitute a default (or an event which, which with notice or lapse of time or both, both would constitute become a default) under, (iiiii) result in the termination, withdrawal, suspension, cancellation or modification termination of, (iv) or accelerate the performance required by the Purchaser by, or Merger Sub under, (v) result in a right of termination or acceleration or a right to challenge the transactions contemplated hereby under, (viiii) result in a loss of a material benefit under, (iv) give rise to increased, additional, accelerated or guaranteed rights or entitlements of any obligation to make payments or provide compensation Person under, (viia) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or the Charter Documents of the Company, (viiib) give any Person the right to declare a defaultcharter, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation bylaws or other term under, constituent documents of any of the termsCompany’s Subsidiaries, conditions or provisions of(c) subject to obtaining the Approvals in respect of the Contracts set forth in Section 3.4 of the Company Disclosure Letter, material any Material Contract, or (d) assuming the Approvals in respect of the Contracts set forth in Section 3.4 of the Company Disclosure Letter and the Approvals referred to in Section 3.5 of this Agreement are obtained or made and subject to obtaining the Company Shareholder Approval (assuming the accuracy of the representations and warranties in Section 4.7 below), any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their properties or assets are bound, or (B) subject to obtaining the Approvals in respect of the Contracts set forth in Section 3.4 of the Company Disclosure Letter, result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets (other than any Permitted Liens) or capital stock or other equity interests of the Purchaser Company or Merger Subany of its Subsidiaries, except for any deviations from any in the case of the foregoing each of clauses (bA)(b), (A)(c), (A)(d) and (B) above, for such violations, conflicts, defaults, terminations, accelerations or (c) that Liens which have not had and would not reasonably be expected to behave, individually or in the aggregate, material to Purchaser or Merger Suba Company Material Adverse Effect.

Non-Contravention. The execution and delivery by each of the Purchaser Buyer and Merger Buyer Sub of this Agreement and each applicable Ancillary Document to which it is a partyDocument, the consummation of the transactions contemplated hereby and thereby, and the performance by each of the Purchaser Buyer and Merger Buyer Sub of the Transactions, this Agreement and compliance by the Purchaser and Merger Sub each applicable Ancillary Document in accordance with any of the provisions hereof and thereof, do not and its terms will not not: (a) conflict with violate the certificate of incorporation or violate any provision by-laws (or comparable instruments) of their respective Organizational Documents, the Buyer or Buyer Sub; (b) subject require the Buyer or Buyer Sub to obtaining the Consents from obtain any material consents, approvals, authorizations or actions of, or make any filings with or give any notices to, any Governmental Authorities referred to in Section 5.03 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to the Purchaser or Merger Sub or any of its properties or assetsother Person, (c) except for (i) violate, conflict the filing of the Articles of Merger with or result in a breach ofthe Secretary of State of the State of Illinois, (ii) the filing with the SEC of a Proxy Statement in definitive form relating to the Stockholders Meeting (the “Proxy Statement”) (iii) such filings and approvals as are required to be obtained or made under the Exchange Act or the Securities Act, the rules and regulations of the NYSE or the securities or “blue sky” laws of various states in connection with the issuance of shares of Buyer Preferred Stock pursuant to this Agreement, (iv) the Stockholder Approval, (v) as set forth in Section 5.7(b) of the Buyer Disclosure Letter (the consents referred to in this clause (v), the “Buyer Consents and Notices” and, collectively with the Company Consents and Notices, the “Required Consents and Notices”) or (vi) any such consents, approvals, authorizations or actions of, or filings with or notices to any Person (other than a Governmental Authority) the failure to obtain or make which would not have a Buyer Material Adverse Effect; (c) assuming all of the Buyer Consents and Notices are obtained or made, violate or result in the breach of any of the material terms and conditions of, cause the termination of or give any other contracting party the right to terminate, or constitute a default (or an event which, with notice or lapse of time time, or both, would constitute constitute) a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Purchaser or Merger Sub under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term default under, any material Contract or material Permit, to which the Buyer or Buyer Sub is a party or by or to which the Buyer or Buyer Sub or any of the terms, conditions their respective properties is or provisions of, material Contractmay be bound, or (d) result in the creation of any Lien Lien, other than a Permitted Lien, upon any of the properties or assets (other than any Permitted Liens) or capital stock or other equity interests of the Purchaser Buyer or Merger SubBuyer Sub pursuant to the terms of any material Contract or material Permit to which the Buyer or Buyer Sub is a party or by which any of their respective properties or assets are bound, except for any deviations from such violations, breaches, terminations, defaults, accelerations or creations under any of the foregoing clauses (b) or (c) such material Contracts that would not reasonably be expected to behave a Buyer Material Adverse Effect; or (d) assuming all of the Buyer Consents and Notices are obtained or made, individually violate or result in the aggregate, material to Purchaser breach of any applicable Orders or Merger SubLaws of any Governmental Authorities.

Non-Contravention. The Except as set forth in Section 3.3 of the Purchaser Disclosure Schedule, the execution and delivery by each of the Purchaser and Merger Sub of this Agreement and each Ancillary Document to which it is a party, the consummation by the Purchaser and Merger Sub of the Transactions, and compliance Ancillary Agreements by the Purchaser and Merger Sub with any of the provisions hereof and thereof, do not and will not (a) conflict with or violate any provision of their respective Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.03 hereofdoes not, and the waiting periods referred to therein having expired, consummation of the transactions contemplated hereby and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to thereby (including the Purchaser or Merger Sub or any of its properties or assets, (cFinancing) will not: (i) violate, conflict with or result in a any breach ofof any provision of the Organizational Documents of Purchaser, (ii) result in a violation or breach of any provision of, constitute a default (with or an event which, with without due notice or lapse of time or both) a default under, would constitute give rise to a default) right of termination, cancellation or acceleration of any obligation or the loss of any benefit under, or require any consent under, any Contract of any kind to which Purchaser is a party or by which it or any of its properties or Assets may be bound or affected, (iii) result except as set forth in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by Section 3.3 of the Purchaser or Merger Sub underDisclosure Schedule and pursuant to the Financing, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, material Contract, or (d) result in the creation or imposition of any Lien upon any of the properties or assets of Purchaser, or (other than any Permitted Liensiv) or capital stock or other equity interests subject to approval by Purchaser’s stockholders of the issuance of Purchaser Common Stock pursuant to this Agreement and the Governmental Approvals referred to in Section 3.5, violate any Laws applicable to Purchaser or Merger Sub, except for any deviations from any of the foregoing clauses its properties or assets, except, in each case, excluding clause (bi) or (c) that of this Section 3.3, as would not reasonably be expected to behave a material adverse effect on the business, individually financial condition, financial position, or results of operations of Purchaser and its Subsidiaries, taken as a whole, excluding any effects resulting from (x) events or circumstances adversely affecting any principal markets served by the Purchaser and its Subsidiaries or the industry in which the aggregatePurchaser operates, material except any changes that affect the business of Purchaser materially disproportionately to its competitors, (y) general economic conditions or (z) changes or effects arising out of the execution, delivery, announcement or performance of this Agreement or the consummation of any transaction contemplated hereby (a “Purchaser or Merger SubMaterial Adverse Effect”).

Non-Contravention. The execution and delivery by each of the Purchaser and Merger Sub such Seller of this Agreement and each Ancillary Document to which it is a party, party or otherwise bound and the consummation by the Purchaser and Merger Sub such Seller of the Transactionstransactions contemplated hereby and thereby, and compliance by the Purchaser and Merger Sub such Seller with any of the provisions hereof and thereof, do not and will not not, (a) if such Seller is an entity, conflict with or violate any provision of their respective such Seller’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.03 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to the Purchaser or Merger Sub such Seller or any of its properties or assets, assets or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Purchaser or Merger Sub such Seller under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon any of the properties or assets of such Seller under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person consent or (viiiix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, material Contract, any Contract to which such Seller is a party or (d) result in the creation of any Lien upon any of the such Seller or its properties or assets (other than any Permitted Liens) or capital stock or other equity interests of the Purchaser or Merger Subare otherwise bound, except for any deviations from any of the foregoing clauses (a), (b) or (c) that has not had and would not reasonably be expected to bematerially impair or delay the ability of such Seller to consummate the Transactions. If such Seller is an entity, individually the governing or in managing body or persons of such Seller has authorized the aggregate, material to Purchaser or Merger Subexecution and delivery of this Agreement by such Seller and has approved this Agreement and the Transactions.

Non-Contravention. The execution and delivery by each Subject to obtaining the approval of the Purchaser stockholders of ROI by the Requisite Vote, the execution, delivery and Merger Sub performance by ROI and its Subsidiaries of this Agreement Agreement, and each Ancillary Document to which it is a party, the consummation by the Purchaser and Merger Sub of the Transactions, transactions contemplated hereby and compliance by the Purchaser and Merger Sub with any of the provisions hereof and thereofthereby, do not and will not (ai) conflict with or violate any provision of their respective Organizational Documentsthe Articles of Incorporation, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.03 hereofCertificate of Incorporation, and the waiting periods referred to therein having expired, and any condition precedent to such Consent Bylaws or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to the Purchaser or Merger Sub other organizational documents of ROI or any of its properties or assetsSubsidiaries, (cii) assuming the receipt of all consents, approvals, waivers and authorizations and the making of the notices and filings set forth on Schedule 3.3(b), conflict with, or result in the breach of, or constitute a default under, or result in the termination, cancellation, modification or acceleration (iwhether after the filing of notice or the lapse of time or both) of any right or obligation of ROI or any of its Subsidiaries under, or result in a loss of any benefit to which ROI or any of its Subsidiaries is entitled under, any Contract, or result in the creation of any Encumbrance upon any of the Transferred Assets, (iii) assuming the receipt of all consents, approvals, waivers and authorizations and the making of notices and filings set forth on Schedule 3.3(a) or required to made or obtained by Buyer, violate or result in a breach of or constitute a default under any Law to which ROI or any of its Subsidiaries is subject, or under any Governmental Authorization, other than, in the case of clause (iii), conflicts, breaches, terminations, defaults, cancellations, accelerations, losses, violations or Encumbrances that would not have a Material Adverse Effect or materially impair or delay ROI's and its Subsidiaries' ability to perform its obligations hereunder or (iv) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, otherwise be inconsistent with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification terms of, (iv) accelerate or the performance required by facts forming the Purchaser or Merger Sub under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term underbasis for, any of the termsmaterial Product Certification, conditions or provisions of, material Contract, or (d) result in the creation of any Lien upon any of the properties or assets (other than any Permitted Liens) or capital stock or other equity interests of the Purchaser or Merger Sub, except for any deviations from any of the foregoing clauses (b) or (c) that would not reasonably be expected to be, individually or in the aggregate, material to Purchaser or Merger Subas set forth on Schedule 3.4.

Non-Contravention. The execution execution, delivery and delivery performance by each of the Purchaser Seller and Merger Sub its Subsidiaries of this Agreement and each the Ancillary Document Documents to which it is they are, or as of the Closing will be, a party, and the consummation by the Purchaser and Merger Sub of the Transactions, transactions contemplated hereby and compliance by the Purchaser and Merger Sub with any of the provisions hereof and thereofthereby, do not and will not (ai) conflict with or violate any provision of their Seller’s or its Subsidiaries’ respective Organizational Documentsorganizational documents, (bii) subject to obtaining assuming the Consents from Governmental Authorities referred to receipt of all consents, approvals, waivers, novations and authorizations and the making of the notices and filings listed in Section 5.03 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent 4.4 or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to the Purchaser or Merger Sub or any of its properties or assets, (c) (i) violateset forth on Seller Schedule 4.4, conflict with or result in a violation or breach of, (ii) or constitute a default under, or result in the termination, cancellation, modification or acceleration (or an event which, with whether after the filing of notice or the lapse of time or both, would constitute a default) of any right or obligation of Seller or any of its Subsidiaries under, (iii) or result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required any right of buy-out by the Purchaser or Merger Sub any third party under, (v) or result in a right loss of termination any benefit to which Seller or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term of its Subsidiaries is entitled under, any of the terms, conditions Material Contract or provisions of, material Contract, or (d) result in the creation of any Lien Encumbrance upon any of the properties or assets Transferred Assets (other than Permitted Encumbrances), or (iii) assuming the receipt of all consents, approvals, waivers, novations and authorizations and the making of notices and filings listed in Section 4.4 or set forth on Seller Schedule 4.4 or required to be made or obtained by Buyer, conflict with or result in a violation or breach of, or constitute a default under, any Permitted Liens) Law to which the Transferred Business is subject, or capital stock or under any Governmental Authorizations, other equity interests than, in the case of the Purchaser or Merger Sub, except for any deviations from any of the foregoing clauses (bii) and (iii), conflicts, violations, breaches, defaults, terminations, cancellations, modifications, accelerations, losses or (c) Encumbrances that would not reasonably be expected to benot, individually or in the aggregate, material reasonably be expected to Purchaser have a Seller Material Adverse Effect (disregarding clauses (vi) and (vii) of the first proviso in the definition of Seller Material Adverse Effect) or Merger Subprevent or materially impair or delay Seller’s or its Subsidiaries’ ability to perform their respective obligations under this Agreement or the Ancillary Documents.

Non-Contravention. The Except as set forth on Section 6.04 of the Company Disclosures Schedules, the execution and delivery by each any of the Purchaser and Merger Sub Group Companies of this Agreement and each Ancillary Document to which it is a party, the consummation by the Purchaser and Merger Sub such Person of the Transactionstransactions contemplated hereby and thereby, and compliance by the Purchaser and Merger Sub such Person with any of the provisions hereof and thereof, do not and will shall not (a) conflict with or violate any provision of their respective the Organizational DocumentsDocuments of such Person, (b) subject to obtaining the Consents consents from Governmental Authorities referred to in Section 5.03 hereof6.03, and the waiting periods referred to therein having expired, including waiting periods, approvals, clearances, Required Antitrust Filings, or orders required under the Antitrust Laws, and any condition precedent to such Consent consent or waiver having been satisfied, conflict with or violate any Law, Governmental Order or Consent consent applicable to the Purchaser or Merger Sub such Person or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) underunder any Contract, (iii) result in the termination, withdrawal, suspension, cancellation cancellation, revocation or modification ofof any Contract, (iv) accelerate the performance required by the Purchaser or Merger Sub undersuch Person under any Contract, (v) result in a right of termination or acceleration underunder any Contract, (vi) give rise to any obligation to make payments or provide compensation under any Contract, (vii) result in the creation of any Lien (other than a Permitted Lien or any Lien that would not reasonably be expected to be material to the business or operations of any of the Group Companies) upon any of the properties or assets of such Person under, (viiviii) give rise to any obligation to obtain any third party Consent consent, waiver, approval, filing or provide any notice to any Person under any Contract or (viiiix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, material Contract, any Contract or (d) result in the creation of any Lien upon any of the properties or assets (other than any Permitted Liens) or capital stock or other equity interests of the Purchaser or Merger SubPermit, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not reasonably be expected to behave, individually or in the aggregate, material to Purchaser or Merger Suba Target Company Material Adverse Effect.

Non-Contravention. The execution Except as disclosed on Schedule 5.4, the execution, delivery and delivery performance by each of the Purchaser Seller and Merger Sub IP Seller of this Agreement and each Ancillary Transaction Document to which it is a party, and the consummation by the Purchaser and Merger Sub of the Transactionstransactions contemplated hereby and thereby, and compliance by the Purchaser and Merger Sub with any of the provisions hereof and thereof, do not and will does not (a) conflict with or violate result in any provision breach of their respective Organizational Documentsany of the provisions of, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.03 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to the Purchaser or Merger Sub or any of its properties or assetsconstitute a default under, (c) (i) violate, conflict with or result in a breach violation of, (iid) constitute a default (give any third party the right to terminate or an event which, with notice or lapse of time or both, would constitute a default) to accelerate any obligation under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Purchaser or Merger Sub under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, material Contract, or (de) result in the creation of any Lien Encumbrance of any kind upon any of the properties Purchased Assets or assets the Purchased IP Assets, or (other than f) require any Permitted Liens) or capital stock authorization, Consent, approval, exemption or other equity interests action by or notice to or filing with any court or other Governmental Body or authority under (i) the certificate of incorporation, bylaws or similar governing documents of the Purchaser applicable Seller or Merger SubIP Seller, (ii) any material indenture, mortgage or loan agreements to which any Seller or IP Seller is subject, (iii) any material license, permit certificate, accreditation or other authorization of any Seller or IP Seller, (iv) subject to obtaining the applicable Consents specifically identified on Schedule 5.5, any Assumed Contract required to be set forth on Schedule 5.17(a) to which any Seller or IP Seller is a party or by which the Purchased Assets or the Purchased IP Assets are bound, or (v) assuming compliance with the matters set forth in Schedule 5.4, any material Law or Order or other restriction of any court or Governmental Body to which any Seller or IP Seller is subject. Without limiting the generality of the foregoing, except for those with Buyer pursuant hereto, there are no agreements, options, commitments or rights with, of or to any deviations from Person to purchase or otherwise acquire any of the foregoing clauses (b) material Purchased Assets, Purchased IP Assets or (c) that would not reasonably be expected to beany interests therein, individually or except those entered into in the aggregate, material to Purchaser or Merger SubOrdinary Course of Business for the sale of Inventory.

Non-Contravention. (a) The execution and delivery performance of this Agreement by the Seller and each of the Purchaser Principals, require no action by or in respect of, or filing with, any Governmental Authority other than (i) compliance with any applicable requirements of the HSR Act, (ii) the actions and Merger Sub filings set forth in Section 4.4(a) of the Seller Disclosure Letter and (iii) any actions or filings under any Applicable Laws the absence of which would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. (b) The execution by the Seller and each of the Principals of this Agreement do not, and each Ancillary Document to which it is a party, their performance of their obligations hereunder (including the consummation by the Purchaser and Merger Sub Recapitalization) will not: (i) violate any provision of the Transactionsarticles of organization or operating agreement of the Seller or of the Organizational Documents; or (ii) assuming that (x) all Governmental Approvals set forth in Section 4.4(a) of the Seller Disclosure Letter, (y) all Third-Party Consents contemplated by Section 4.5, and compliance (z) all Client Consents of Advisory Clients contemplated by Section 6.4 have been obtained or, in the Purchaser case of filings, registrations and Merger Sub with any of the provisions hereof and thereofnotices, do not and will not made, (aA) conflict with or violate any provision of their respective Organizational DocumentsApplicable Laws, (bB) subject to obtaining the Consents from Governmental Authorities referred to except as set forth in Section 5.03 hereof4.4(b) of the Seller Disclosure Letter, and require the waiting periods referred to therein having expiredconsent of or other action by any Person under, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to the Purchaser or Merger Sub or any of its properties or assets, (c) (i) violate, conflict with or result in a breach the termination or acceleration of, (ii) or of any right under, give rise to or modify any right or obligation under, or conflict with, breach or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in any Contract to which the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Purchaser or Merger Sub under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term underSeller, any of the terms, conditions Principals or provisions of, material Contract, the Company is a party or by which any of their assets is bound or (dC) result in the creation of any Lien upon on the Membership Interests or any of the properties or assets (other than any Permitted Liens) or capital stock or other equity interests in, or any assets of, the Company, except, in the case of the Purchaser or Merger Subclauses (B) and (C), except for any deviations from any of the foregoing clauses (b) such violation, termination, acceleration, conflict, default or (c) that Lien as would not reasonably be expected to benot, individually or in the aggregate, material reasonably be expected to Purchaser have or Merger Subresult in a Material Adverse Effect.

Non-Contravention. The execution and delivery by each of the Purchaser and Merger Sub of this Agreement and each Ancillary Document to which it is a party, the consummation by the Purchaser and Merger Sub of the Transactions, and compliance by the Purchaser and Merger Sub with any of the provisions hereof and thereof, do not and will not (a) conflict with or violate any provision of their respective Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.03 hereofSeller does not, and the waiting periods referred to therein having expiredconsummation of the transactions contemplated hereby will not, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to the Purchaser or Merger Sub or any of its properties or assets, (c) (i) violate, conflict with or result in a breach of any provision of, (ii) constitute a default (with or an event which, with without notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation termination or modification of, (iv) accelerate the performance required by the Purchaser or Merger Sub underby, (v) result in a right of termination termination, cancellation or acceleration of any obligation or the loss of a benefit under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, material Contract, or (d) result in the creation of any Lien Encumbrance upon any of the properties or assets of the Company or any Company Subsidiary (other than any Permitted Lienssuch violation, breach, default, right of termination, modification, cancellation or acceleration, loss or creation, is referred to herein as a "Violation" with respect to the Seller and the Company and such term when used in Article IV has a correlative meaning with respect to the Purchaser) pursuant to any provisions of (i) the articles of incorporation, by-laws or capital stock similar governing documents of the Seller, the Company or any Company Subsidiary, (ii) subject to obtaining the Seller Required Statutory Approvals, any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority (as defined in Section 3.3(c)) applicable to the Seller, the Company or any Company Subsidiary or any of their respective properties or assets, or (iii) subject to obtaining the third-party consents set forth in Section 3.3(b)(iii) of the Seller Disclosure Schedule (the "Seller Required Consents"), any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other equity interests instrument, obligation or agreement of any kind to which the Purchaser Seller, the Company or Merger Subany Company Subsidiary is a party or by which they or any of their respective properties or assets may be bound or affected, except for any deviations from any in the case of the foregoing clauses clause (bii) or (ciii) that for any such Violation which would not reasonably be expected have a Company Material Adverse Effect or prevent, materially delay or materially impair the Seller's ability to be, individually or in consummate the aggregate, material to Purchaser or Merger Subtransactions contemplated by this Agreement.

Non-Contravention. The execution execution, delivery and delivery performance by each the Corporation of the Purchaser and Merger Sub of this Agreement and each Ancillary Document to which it is a partyTransaction Documents, the consummation by the Purchaser and Merger Sub of the Transactionstransactions contemplated thereby and compliance with the provisions thereof, including the issuance, sale and delivery of the Series B Preferred Stock and the New Warrants, have not and shall not, and compliance by the Purchaser issuance and Merger Sub with any delivery of the provisions hereof and thereofConversion Shares shall not, do not and will not (a) conflict with violate any Law to which the Corporation, its Subsidiaries or any of their respective Assets is subject, (b) violate any provision of their respective Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.03 hereof, and Fundamental Documents of the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to the Purchaser or Merger Sub Corporation or any of its properties or assetsSubsidiaries, (c) except with respect to stockholder approvals and certain provisions of the Credit Agreement for which waivers (ithe "Credit Waivers") violateshall have been obtained by the Corporation prior to each Closing, conflict with or with, result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification acceleration of, (iv) accelerate the performance required by the Purchaser or Merger Sub under, (v) result create in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a defaultaccelerate, exercise any remedyterminate, claim a rebatemodify, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify require any right, benefit, obligation notice under any Contract to which the Corporation or other term under, any of its Subsidiaries is a party or by which any of the terms, conditions Assets of the Corporation or provisions of, material Contract, any of its Subsidiaries is bound or (d) result in the creation imposition of any Lien upon any of the properties or assets (other than any Permitted Liens) or capital stock or other equity interests Assets of the Purchaser Corporation or Merger Sub, except for any deviations from any of its Subsidiaries. Other than state blue sky securities filings, the foregoing clauses (b) Credit Waivers, and stockholder approvals, neither the Corporation nor any of its Subsidiaries has been or (c) that would not reasonably be expected is required to begive any notice to, individually make any filing with, or in obtain any authorization, consent or approval of any Governmental Entity or any other Person for the aggregatevalid authorization, material to Purchaser reservation, issuance and delivery of the Series B Preferred Stock, the New Warrants or Merger Subany other Transaction Documents, for the valid authorization, issuance and delivery of the Conversion Shares, or the valid authorization and reservation of the Reserved Shares.

Non-Contravention. The execution and delivery by each of the Purchaser and Merger Sub of this Agreement and the Transition Services Agreement by each Ancillary Document to of Seller and Seller Parent do not, and its consummation of the transactions contemplated hereby and thereby and its performance of the obligations which it is a party, the consummation by the Purchaser obligated to perform or cause to be performed hereunder and Merger Sub of the Transactions, and compliance by the Purchaser and Merger Sub with any of the provisions hereof and thereof, do not and thereunder will not not: (a) conflict with or violate any provision of their respective Organizational Documents, its certificate of incorporation or by-laws or other organizational documents or those of any Subject Company or FG; or (b) subject to obtaining the Consents from assuming that all consents, authorizations, orders or approvals of, filings or registrations with, and notices to, each United States federal and state court, governmental commission, board or other regulatory authority or agency or arbitral body ("Governmental Authorities Authority") referred to in Section 5.03 hereof, 4.4(a) and the waiting periods all Third Party Consents referred to therein having expiredin Section 4.4(b) have been obtained or made, and any condition precedent to such Consent or waiver having been satisfied, conflict with or (i) violate any law, regulation, rule, order, judgment or decree of any Governmental Authority ("Applicable Law") to which Seller or Seller Parent, Order any Subject Company or Consent applicable FG (with respect to the Purchaser or Merger Sub FG Transferred Business only) or any of its their respective properties or assets(but with respect to FG, (conly the FG Transferred Assets) (i) violate, conflict with or result in a breach ofis subject, (ii) violate, result in the termination or acceleration of, or conflict with or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Purchaser or Merger Sub under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any mortgage, indenture, lease, license, permit, agreement or instrument (each a "Contract") to which Seller, Seller Parent, any Subject Company or FG (with respect to the FG Transferred Business only) is a party or by which any of their respective properties (but, with respect to FG, only the terms, conditions or provisions of, material Contract, FG Transferred Assets) is bound or (diii) result in the creation of any Lien upon on the Stock or any of the assets or properties of any Subject Company or assets the FG Transferred Assets, except, in the case of clauses (other than any Permitted Liensi) or capital stock or other equity interests of the Purchaser or Merger Suband (ii), except for any deviations from any of the foregoing clauses (b) such violation, termination, acceleration, conflict or (c) that default as would not reasonably be expected to be, individually have a Material Adverse Effect or in prohibit or materially impair the aggregate, material ability of Seller Parent or Seller to Purchaser consummate the transactions contemplated hereby and by the Transition Services Agreement or Merger Subperform their respective obligations hereunder or thereunder on a timely basis.

Non-Contravention. The execution execution, delivery and delivery performance of this Agreement by each of Holdings and the Purchaser and Merger Sub of this Agreement and each Ancillary Document to which it is a party, the consummation by each of Holdings and the Purchaser and Merger Sub of the Transactionstransactions contemplated hereby to be consummated by it, and compliance by the Purchaser and Merger Sub with any of the provisions hereof and thereof, do not and will not (ai) violate or conflict with or violate any provision of their respective Organizational Documentsany law applicable to Holdings or the Purchaser or by which any property or asset of Holdings or the Purchaser is bound, (ii) require the consent, waiver, approval, license or authorization of or any filing by Holdings or the Purchaser with any public authority (other than (a) the filing of a pre-merger notification report under the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇itrust Improvements Act of 1976, as amended (the "HSR Act"), (b) subject to obtaining in connection with or in compliance with the Consents from Governmental Authorities referred to in Section 5.03 hereofprovisions of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act, and the waiting periods referred to therein having expiredDGCL, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to the Purchaser or Merger Sub or any of its properties or assets, (c) applicable state statutes and regulations regulating the conduct of the Surviving Corporation's business as identified in the Purchaser Disclosure Statement), (iiii) violate, conflict with or result in any breach of any provision of the Certificate of Incorporation or By-laws of Holdings or the Purchaser in any respect or (iv) violate, conflict with, result in a breach ofof or the acceleration of any obligation under, (ii) or constitute a default (or an event which, which with notice or the lapse of time or both, both would constitute become a default) under, (iii) result in the or give to others any right of termination, withdrawalamendment, suspension, acceleration or cancellation or modification of, (iv) accelerate the performance required by the Purchaser or Merger Sub under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, material Contract, or (d) result in the creation of any Lien upon any of the properties or assets (other than any Permitted Liens) or capital stock a lien or other equity interests encumbrance on any property or asset of Holdings or the Purchaser pursuant to any provision of any indenture, mortgage, lien, lease, agreement, contract, instrument, order, judgment, ordinance, regulation or decree to which Holdings or the Purchaser is subject or by which Holdings or the Purchaser or Merger Sub, except for any deviations from any of their property or assets is bound; except in the foregoing case of clauses (bi), (ii) and (iv) above where such violations, conflicts, breaches, defaults or (c) that the failure to give such notice, make such filings, or obtain such authorizations, consents or approvals, would not reasonably be expected to benot, individually or in the aggregate, material to Purchaser or Merger Subhave a Material Adverse Effect on Holdings.

Non-Contravention. The (a) Assuming that the consents and approvals set forth in Schedule 5.3 are obtained, the execution and delivery by each of the Purchaser and Merger Sub Buyer of this Agreement does not, and each Ancillary Document to which it is a party, the consummation by the Purchaser and Merger Sub of the Transactionstransactions contemplated hereby and thereby will not, and compliance by the Purchaser and Merger Sub with any (i) violate or result in a breach of the provisions hereof and thereof, do not and will not (a) conflict with or violate any provision of their respective Organizational Documentsthe Certificate of Incorporation or by-laws of ATH, or (bii) subject result in a breach of, or constitute (with due notice or lapse of time, or both) a default (or give rise to obtaining the Consents from Governmental Authorities referred to any right of termination, cancellation or acceleration or otherwise be in Section 5.03 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to the Purchaser or Merger Sub or any of its properties or assets, (c) (i) violate, conflict with or result in a breach of, (iiloss of contractual benefits) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Purchaser or Merger Sub under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of under the terms, conditions or provisions ofof any note, material Contractbond, mortgage, indenture, license, agreement, lease or other instrument or obligation to which Buyer is a party or by which ATH, or (d) result in the creation of any Lien upon any of the properties or assets (other than any Permitted Liens) or capital stock or other equity interests of the Purchaser or Merger Subbusiness conducted by ATH, except for any deviations may be bound, excluding from any of the foregoing clauses (i) and (ii), such defaults and violations as would not have a material adverse effect on the business or properties of ATH. (b) Assuming that the consents and approvals set forth in Schedule 5.3 are obtained, the execution and delivery by PPA of this Agreement and the Related Agreements does not, and the consummation of the transactions contemplated hereby and thereby will not, (i) violate or result in a breach of any provision of the Articles of Organization or Operating Agreement of PPA, or (cii) that result in a breach of, or constitute (with due notice or lapse of time, or both) a default (or give rise to any right of termination, cancellation or acceleration or otherwise be in conflict with or result in a loss of contractual benefits) under the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement, lease or other instrument or obligation to which PPA is a party or by which PPA, or the business conducted by PPA, may be bound, excluding from the foregoing clauses (i) and (ii) such defaults and violations which would not reasonably be expected to be, individually have a material adverse effect on the business or in the aggregate, material to Purchaser or Merger Subproperties of PPA.

Non-Contravention. The execution and delivery by each Assuming the satisfaction of the Purchaser conditions set ----------------- forth in ARTICLE III and Merger Sub compliance with the applicable requirements for consents, approvals, authorizations, permits or filings referred to in this Section 5.4, no consent, approval, authorization or permit of, or filing with or notification to, any Governmental Body, domestic or foreign, or of any other Person is required to be made or obtained by Seller or its Subsidiaries in connection with the execution, delivery, and performance of this Agreement and each Ancillary Document the consummation of the transactions contemplated hereby except (i) approvals of the Bankruptcy Court, and (ii) where the failure to which it is a partyobtain such consents, approvals, authorizations or permits, or to make such filings or notifications would neither (x) prevent or materially delay the consummation by the Purchaser Sellers and Merger Sub its Subsidiaries of the Transactionstransactions contemplated by this Agreement nor (y) individually or in the aggregate, constitute or be reasonably expected to constitute a Seller Material Adverse Effect. With respect to each of Seller and its Subsidiaries, neither the execution, delivery, or performance of this Agreement by such entity, nor the consummation of the transactions contemplated hereby by such entity, nor compliance by the Purchaser and Merger Sub with any of the provisions hereof and thereofby such entity, do not and will not (a) conflict with or violate result in any provision breach of their respective Organizational Documentsany provisions of the certificate of incorporation or bylaws of such entity, (b) subject result in a violation or breach of, or constitute (with or without due notice or lapse of time) a default (or give rise to obtaining any right of termination, cancellation, acceleration, vesting, payment, exercise, suspension, or revocation) under any of the Consents from Governmental Authorities referred terms, conditions, or provisions of any Designated Contract to in Section 5.03 hereofwhich such entity is a party or by which such entity, the Acquired Assets and the waiting periods referred to therein having expiredAcquired Business may be bound or affected, and (c) violate any condition precedent order, writ, injunction, decree, statute, rule, or regulation applicable to such Consent entity or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to the Purchaser or Merger Sub or any of its properties or assets, (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Purchaser or Merger Sub under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, material Contract, or (d) result in the creation or imposition of any Lien upon on any Acquired Asset of the properties or assets (other than any Permitted Liens) or capital stock or other equity interests of the Purchaser or Merger Subsuch entity, except for any deviations from any of the foregoing clauses (b) or (ce) that would not reasonably be expected cause the suspension or revocation of any permit, license, governmental authorization, consent, or approval necessary for such entity to be, individually or in the aggregate, material to Purchaser or Merger Subconduct its business as currently conducted.

Non-Contravention. The execution execution, delivery and delivery performance by each of the Purchaser and Merger Sub TRW of this Agreement and each Ancillary Document to which it is a party, the consummation by the Purchaser TRW and Merger Sub its Subsidiaries of the Transactions, and compliance by transactions contemplated hereby (including the Purchaser and Merger Sub with any of the provisions hereof and thereof, Merger) do not and will shall not (a) contravene or conflict with the articles of incorporation or violate any provision regulations of their respective Organizational DocumentsTRW or the similar organizational and governing documents of its Subsidiaries, (b) subject to obtaining assuming compliance with the Consents from Governmental Authorities matters referred to in Section 5.03 hereof3.3 and subject to receipt of the TRW Shareholder Approval, and the waiting periods referred to therein having expired, and any condition precedent to such Consent contravene or waiver having been satisfied, conflict with or violate constitute a violation of any Lawprovision of any law, Order regulation, judgment, injunction, order or Consent decree binding upon or applicable to the Purchaser or Merger Sub TRW or any of its properties or assetsSubsidiaries, (c) (i) violatesubject to receipt of the TRW Shareholder Approval, conflict with or result in a breach of, (ii) constitute a default (under or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Purchaser or Merger Sub under, (v) result in a right of termination or acceleration under, (vi) give rise to any right of termination, cancellation or acceleration of any right or obligation of TRW or any of its Subsidiaries or to make payments a loss of any benefit to which TRW or provide compensation underany of its Subsidiaries is entitled under any provision of any agreement, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a defaultcontract, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation lease or other term under, instrument binding upon TRW or any of the termsits Subsidiaries or any license, conditions franchise, permit or provisions of, material Contract, other similar authorization held by TRW or any of its Subsidiaries or (d) result in the creation or imposition of any Lien upon on any asset of TRW or any of the properties or assets (other than any Permitted Liens) or capital stock or other equity interests of the Purchaser or Merger Subits Subsidiaries, except for any deviations from any of the foregoing clauses such contraventions, conflicts or violations referred to in clause (b) or defaults, rights of termination, cancellation or acceleration, or losses or Liens referred to in clause (c) or clause (d) that would not reasonably be expected to benot, individually or in the aggregate, material reasonably be expected to Purchaser have a Material Adverse Effect on TRW. For purposes of this Agreement, “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or Merger Subencumbrance of any kind in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance (i) for Taxes (as defined in Section 3.13) not yet due or being contested in good faith, (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like lien arising in the ordinary course of business or (iii) that do not materially interfere with or materially affect the value or use of the respective underlying asset to which the mortgage, lien, pledge, charge, security interest or encumbrance relates.

Non-Contravention. (a) The execution execution, delivery and delivery performance by each Buyer of the Purchaser and Merger Sub of this Agreement and each Ancillary Document Transaction Documents to which it Buyer is a party, party and the consummation by the Purchaser and Merger Sub Buyer of the Transactions, and compliance by the Purchaser and Merger Sub with any of the provisions hereof and thereof, transactions contemplated thereby do not and will not (ai) conflict with violate the Articles of Incorporation or violate any provision Bylaws of their respective Organizational DocumentsBuyer, (bii) subject to obtaining assuming compliance with the Consents from Governmental Authorities matters referred to in Section 5.03 hereof3.14 of the Buyer Disclosure Schedule, violate any applicable Law, (iii) except for the approval of the Stockholders of Buyer, require any consent or other action by any Person under, constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of Buyer or to a loss of any benefit to which Buyer is entitled under any provision of any Contract binding on Buyer or any Permit or Approval affecting, or relating in any way to, the assets or business of Buyer or (iv) result in the creation or imposition of any Encumbrance on any material asset of Buyer except, in the case of clauses (ii), (iii) and (iv), for such matters as would not, individually or in the waiting periods referred aggregate, have a Buyer Material Adverse Effect or materially impair the ability of Buyer to therein having expiredconsummate the transactions contemplated by this Agreement. (b) Except as set forth in Section 3.14 of the Buyer Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation or performance of any condition precedent to such Consent of the transactions contemplated hereby will, directly or waiver having been satisfied, conflict indirectly (with or violate any Law, Order without notice or Consent applicable to the Purchaser or Merger Sub or any lapse of its properties or assets, (c) time): (i) violatecontravene, conflict with or result in a breach of, violation of (A) any provision of the Organizational Documents of Buyer or (B) any resolution adopted by the Board of Directors or the Stockholders of Buyer; (ii) constitute contravene, conflict with or result in a default (violation of, or an event which, with notice give any Governmental Entity or lapse other Person the right to challenge any of time the transactions contemplated by this Agreement or both, would constitute a default) to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the Buyer, or any of the assets owned or used by Buyer, may be subject; (iii) contravene, conflict with or result in a violation of any of the termination, withdrawal, suspension, cancellation terms or modification requirements of, or give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Buyer or that otherwise relates to the business of, or any of the assets owned or used by, Buyer; (iv) accelerate the performance required by the Purchaser contravene, conflict with or Merger Sub under, (v) result in a right violation or breach of termination any provision of, or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a default, default or exercise any remedyremedy under, claim a rebate, chargeback, penalty or change in delivery schedule, to accelerate the maturity or performanceperformance of, or to cancel, terminate or modify any right, benefit, obligation or other term undermodify, any of the terms, conditions or provisions of, material Buyer Contract, ; or (dv) result in the imposition or creation of any Lien upon Encumbrance on or with respect to any of the properties assets owned or assets (other than any Permitted Liens) or capital stock or other equity interests of the Purchaser or Merger Sub, except for any deviations from any of the foregoing clauses (b) or (c) that would not reasonably be expected to be, individually or in the aggregate, material to Purchaser or Merger Subused by Buyer.

Non-Contravention. The execution execution, delivery and delivery performance by each of the Purchaser Seller and Merger Sub its Affiliates of this Agreement and each the Ancillary Document Agreements to which it is they are a party, and the consummation by the Purchaser and Merger Sub of the Transactionstransactions contemplated hereby and thereby (and assuming solely for this purpose that all Contracts Related to the 62 Acquired Business shall constitute Assigned Contracts but, and compliance by the Purchaser and Merger Sub with for purposes of Section 6.2(a) only, excluding any of the provisions hereof and thereofContract that is not an Assigned Contract), do not and will not (a) conflict with or violate any provision of their respective Organizational Documentsthe articles of incorporation, bylaws or other organizational documents of Seller or any of its Affiliates, (b) subject assuming (i) the entry of the ConfirmationTransaction Order (or the entry of an order pursuant to obtaining section 365(f) of the Consents from Governmental Authorities referred to in Section 5.03 hereofBankruptcy Code authorizing the assumption and, if applicable, assignment of Assigned Contracts), and (ii) the waiting periods referred receipt of all consents, approvals, waivers and authorizations and the making of the notices and filings set forth on Schedule 3.4 of the Seller Disclosure Schedule with respect to therein having expired, any Person which is not a Government Entity or Self-Regulatory Organization (which assumption shall not apply to Section 5.8 and any condition precedent to such Consent or waiver having been satisfiedArticle VIII), conflict with with, or violate result in the breach of, or constitute a default under, or result in the termination, cancellation, modification or acceleration of any Law, Order right or Consent applicable to the Purchaser or Merger Sub obligation of Seller or any of its properties or assetsAffiliates under, (c) (i) violate, conflict with or result in a breach ofloss of any benefit to which Seller or any of its Affiliates is entitled under, (ii) constitute a default (any Contract, or an event whichresult in the creation of any Encumbrance upon any of the Transferred Assets or give rise to any Purchase Right, with in each case, whether after the filing of notice or the lapse of time or both, would constitute a defaultor (c) underassuming the entry of the ConfirmationTransaction Order and the receipt of all consents, approvals, waivers and authorizations and the making of notices and filings set forth on Schedule 3.4 of the Seller Disclosure Schedule with respect to Government Entities or Self-Regulatory Organizations or required to be made or obtained by Buyer (iii) result in the terminationwhich assumption shall not apply to Section 5.8 and Article VIII), withdrawal, suspension, cancellation violate or modification of, (iv) accelerate the performance required by the Purchaser or Merger Sub under, (v) result in a right breach of termination or acceleration under, (vi) give rise constitute a default under any Law to any obligation to make payments which Seller or provide compensation under, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, material Contractits Affiliates is subject, or (d) result in the creation of under any Lien upon any of the properties or assets (other than any Permitted Liens) or capital stock or other equity interests of the Purchaser or Merger SubGovernmental Authorization, except for any deviations from any (which exception shall not apply to Section 5.8 and Article VIII), in the cases of the foregoing clauses (b) or and (c) ), conflicts, breaches, terminations, defaults, cancellations, accelerations, losses, violations, Encumbrances or Purchase Rights that would not reasonably be expected to benot, individually or in the aggregate, material reasonably be expected to Purchaser or Merger Subhave a Material Adverse Effect.

Non-Contravention. The execution and delivery by each of the Purchaser and Merger Sub of this Agreement and each Ancillary Document to which it is a party, the consummation by the Purchaser and Merger Sub of the Transactions, and compliance by the Purchaser and Merger Sub with any of the provisions hereof and thereof, do not and will not (a) conflict with or violate any provision of their respective Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.03 hereofSeller does not, and the waiting periods referred to therein having expiredconsummation of the transactions contemplated hereby will not, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to the Purchaser or Merger Sub or any of its properties or assets, (c) (i) violate, conflict with or result in a breach of any provision of, (ii) constitute a default (with or an event which, with without notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation termination or modification of, (iv) accelerate the performance required by the Purchaser or Merger Sub underby, (v) result in a right of termination termination, cancellation or acceleration of any obligation or the loss of a benefit under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, material Contract, or (d) result in the creation of any Lien Encumbrance upon any of the properties or assets of the Company or any Company Subsidiary (other than any Permitted Lienssuch violation, breach, default, right of termination, modification, cancellation or acceleration, loss or creation, is referred to herein as a "VIOLATION" with respect to the Seller and the Company and such term when used in Article IV has a correlative meaning with respect to the Purchaser) pursuant to any provisions of (i) the articles of incorporation, by-laws or capital stock similar governing documents of the Seller, the Company or any Company Subsidiary, (ii) subject to obtaining the Seller Required Statutory Approvals, any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority (as defined in Section 3.3(c)) applicable to the Seller, the Company or any Company Subsidiary or any of their respective properties or assets, or (iii) subject to obtaining the third-party consents set forth in Section 3.3(b)(iii) of the Seller Disclosure Schedule (the "SELLER REQUIRED CONSENTS"), any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other equity interests instrument, obligation or agreement of any kind to which the Purchaser Seller, the Company or Merger Subany Company Subsidiary is a party or by which they or any of their respective properties or assets may be bound or affected, except for any deviations from any in the case of the foregoing clauses clause (bii) or (ciii) that for any such Violation which would not reasonably be expected have a Company Material Adverse Effect or prevent, materially delay or materially impair the Seller's ability to be, individually or in consummate the aggregate, material to Purchaser or Merger Subtransactions contemplated by this Agreement.

Non-Contravention. The execution and delivery by each Except as set forth on Section 3.04 of the Purchaser Lucent Disclosure Letter, the execution, delivery and Merger Sub performance by Lucent of this Agreement and each Ancillary Document to which it is a party, the consummation by the Purchaser and Merger Sub Lucent of the Transactions, and compliance by the Purchaser and Merger Sub with any of the provisions hereof and thereof, transactions contemplated hereby do not and will not (a) assuming receipt of the Lucent Stockholder Approval, contravene or conflict with the certificate of incorporation or violate by-laws or equivalent organizational documents of Lucent or any provision of their respective Organizational Documentsits Subsidiaries, (b) subject to obtaining assuming compliance with the Consents from Governmental Authorities matters referred to in Section 5.03 hereof3.03, and the waiting periods referred to therein having expired, and any condition precedent to such Consent contravene or waiver having been satisfied, conflict with or violate constitute a violation of any Lawprovision of any law, Order regulation, judgment, injunction, order or Consent decree binding upon or applicable to the Purchaser or Merger Sub Lucent or any of its properties or assetsSubsidiaries, (c) (i) violate, conflict with or result in a breach of, (ii) constitute a violation of or default (under or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Purchaser or Merger Sub under, (v) result in a right of termination or acceleration under, (vi) give rise to any right of termination, cancellation or acceleration of any right or obligation of Lucent or any of its Subsidiaries or to make payments a loss of any benefit to which Lucent or provide compensation underany of its Subsidiaries is entitled under any provision of any agreement, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation contract or other term under, instrument binding upon Lucent or any of the termsits Subsidiaries or any license, conditions franchise, permit or provisions of, material Contractother similar authorization held by Lucent or any of its Subsidiaries, or (d) result in the creation or imposition of any Lien upon on any asset of Lucent or any of the properties or assets (other than any Permitted Liens) or capital stock or other equity interests of the Purchaser or Merger Subits Subsidiaries, except for any deviations from any of the foregoing clauses such contraventions, conflicts or violations referred to in clause (b) or violations, defaults, rights of termination, cancellation or acceleration, or losses or Liens referred to in clause (c) or (d) that would not reasonably be expected to benot, individually or in the aggregate, have a Material Adverse Effect on Lucent. For purposes of this Agreement, the term "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance, (i) for Taxes (as defined in Section 3.13) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on the Alcatel Balance Sheet (as defined in Section 4.08) or Lucent Balance Sheet (as defined in Section 3.08), as the case may be) or (ii) which is a carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like lien arising in the ordinary course of business. Except as disclosed in Section 3.04 of the Lucent Disclosure Letter, neither Lucent nor any Subsidiary of Lucent is a party to any agreement that expressly limits the ability of Lucent or any Subsidiary of Lucent, or would limit Alcatel or any Subsidiary of Alcatel after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of time, in each case, if such limitation is or is reasonably likely to be material to Purchaser or Merger SubLucent and its Subsidiaries, taken as a whole, or, following the Effective Time, to Alcatel and its Subsidiaries, taken as a whole.

Non-Contravention. The execution and delivery by of each of the Purchaser Transaction Documents and Merger Sub the performance by TCL Group Members of this Agreement the transactions contemplated hereby and each Ancillary Document to which it is a partythereby (with or without the giving of notice, the consummation by lapse of time, or both): (a) do not require the Purchaser and Merger Sub Consent of any Person or the Approval of any Governmental Authority, other than the Consents set forth on Schedule 5.6(a) of the Transactions, Disclosure Letter and compliance by the Purchaser and Merger Sub Approvals set forth on Schedule 5.6(b) of the Disclosure Letter; (b) will not conflict with any of the provisions hereof and thereof, do TCL Organizational Documents; (c) are not and prohibited or restricted by any Employee Plan or Collective Bargaining Agreement of any TCL Group Member; (d) will not conflict with, result in a breach or violation of, or constitute a default under any applicable Order; (a) conflict with or violate any provision of their respective Organizational Documents, (be) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.03 hereof, set forth on Schedule 5.6(a) of the Disclosure Letter and the waiting periods referred to therein having expiredApprovals set forth on Schedule 5.6(b) of the Disclosure Letter, and any condition precedent to such Consent or waiver having been satisfiedwill not conflict with, conflict with or violate any Law, Order or Consent applicable to the Purchaser or Merger Sub or any of its properties or assets, (c) (i) violate, conflict with or result in a breach or violation of, (ii) or constitute a default under any of the TCL Assets (including any of the TCL Material Contracts) except for any conflict, breach, violation or an event whichdefault that together with all other such conflicts, with notice breaches, violations or lapse of time or bothdefaults, would constitute not reasonably be expected to have a defaultMaterial Adverse Effect on the TCL Business; (f) underis not reasonably expected to result in, (iii) result in after taking into account the operation of Sections 2.9 and 2.11, termination, withdrawal, suspensionamendment, cancellation or modification ofacceleration of any significant right or significant obligation of a TCL Group Member (including any significant right or obligation of a TCL Group Member under any of the TCL Material Contracts) Primarily Related to the TCL Business (except any termination, amendment, cancellation or acceleration of such right or obligation under any TCL Material Contract as a result of the Transfer of the TCL Business to the Company that taken together with all others would not be reasonably expected to have a Material Adverse Effect on the TCL Business); (ivg) accelerate the performance required by the Purchaser or Merger Sub under, (v) will not result in a right of termination or acceleration under, Material Adverse Effect on the TCL Business; and (vih) give rise to any obligation to make payments or provide compensation under, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, material Contract, or (d) will not result in the creation of any Lien Encumbrance upon any of the properties or assets (TCL Assets, other than any Permitted Liens) or capital stock or other equity interests of the Purchaser or Merger Sub, except for any deviations from any of the foregoing clauses (b) or (c) that would not reasonably be expected to be, individually or in the aggregate, material to Purchaser or Merger SubEncumbrances.

Non-Contravention. The Subject to the receipt of the requisite approval of the Buyer Shareholder Voting Matters by the Buyer Shareholders, the filing of the Certificates of Merger and the filings pursuant to Section 8.8, and assuming the truth and accuracy of the Company’s representations and warranties contained in Section 4.1(a) and the Blocker’s representations and warranties contained in Section 5.2, neither the execution and delivery by each of the Purchaser and Merger Sub of this Agreement and each or any Ancillary Document to which it is a party, Agreement nor the consummation by the Purchaser and Merger Sub of the Transactions, and compliance transactions contemplated hereby or thereby by the Purchaser and Merger Sub with any of the provisions hereof and thereof, do not and a Buyer Party will not (a) conflict with or violate result in any breach of any provision of their respective Organizational Documents, the Governing Documents of any Buyer Party; (b) subject to require any filing with, or the obtaining the Consents from of any consent or approval of, any Governmental Authorities referred to in Section 5.03 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to the Purchaser or Merger Sub or any of its properties or assets, Entity; (c) (i) violate, conflict with or result in a breach of, (ii) constitute violation of or a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Purchaser or Merger Sub under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments right of termination, cancellation, or provide compensation under, (viiacceleration) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions ofof any note, material Contractmortgage, other evidence of indebtedness, guarantee, license agreement, lease or other Contract to which any Buyer Party is a party or by which any Buyer Party or any of their respective assets may be bound; (d) result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of any Buyer Party; or (other than any Permitted Liense) except for violations which would not prevent or capital stock or other equity interests delay the consummation of the Purchaser transactions contemplated hereby, violate in any material respect any Law, Order, or Merger SubLien applicable to any Buyer Party, except for any deviations excluding from any of the foregoing clauses (b) or ), (c) that and (e), such requirements, violations or defaults which would not reasonably be expected to be, individually or in the aggregate, be material to Purchaser the Buyer Parties, taken as a whole, or Merger Subaffect any Buyer Parties’ ability to perform its obligations under this Agreement and the Ancillary Agreements or to consummate the transactions contemplated hereby or thereby. The Buyer Required Vote is the only vote of the holders of any class or series of the Buyer capital stock necessary to approve the transactions contemplated by this Agreement and any Ancillary Agreement.

Non-Contravention. The execution Except with respect to Contracts to be satisfied in full or terminated in connection with the Debt Refinancings and except as set forth in Section 4.05 of the Triarc Disclosure Letter, the execution, delivery and performance by each of the Purchaser Triarc and Merger Sub ARG of this Agreement and each of the Ancillary Document Agreements to which it is a partyparty do not, and the consummation by the Purchaser each of Triarc and Merger Sub ARG of the Transactions, transactions contemplated hereby and compliance by the Purchaser and Merger Sub with any of the provisions hereof and thereof, do not and thereby will not (a) contravene, conflict with with, or violate result in any provision violation or breach of, the certificate of their respective Organizational Documentsincorporation or by-laws (or comparable organizational instruments) of any of Triarc and ARG, (b) subject to obtaining the Consents from Governmental Authorities referred to contravene or conflict with, or result in Section 5.03 hereofany violation or breach of, and the waiting periods referred to therein having expiredin any material respect, and any condition precedent to such Consent Laws, Orders or waiver having been satisfied, conflict with or violate any Law, Order or Consent Permits applicable to the Purchaser or Merger Sub Triarc or any of its properties Subsidiaries or assetsby which any assets of Triarc and its Subsidiaries are bound, assuming that all consents, approvals, authorizations, filings and notifications described in Section 2.05, Section 3.03 and Section 4.03 have been obtained or made, (c) (i) violate, conflict with or result in a any violation or breach of, (ii) or constitute a default (with or an event which, with without notice or lapse of time or both, would constitute a default) under, (iiix) result any Contract filed with the Triarc SEC Reports or (y) any other Contract to which Triarc or any of its Subsidiaries is a party or by which any assets of Triarc or any of its Subsidiaries is bound, other than in the terminationcase of this clause (y) any such violation, withdrawal, suspension, cancellation breach or modification of, (iv) accelerate the performance required by the Purchaser or Merger Sub under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, material Contract, or (d) result in the creation of any Lien upon any of the properties or assets (other than any Permitted Liens) or capital stock or other equity interests of the Purchaser or Merger Sub, except for any deviations from any of the foregoing clauses (b) or (c) default that would not reasonably be expected to behave, individually or in the aggregate, a Triarc Material Adverse Effect, (d) require any consent, approval or other authorization of, or filing with or notification to, any Person under, (x) any Contract filed with the Triarc SEC Reports or (y) any other Contract to which Triarc or any of its Subsidiaries is a party or by which any assets of Triarc or any of its Subsidiaries is bound, other than in the case of this clause (y) any such consent, approval, authorization, filing or notification that, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, a Triarc Material Adverse Effect, (e) give rise to any termination, cancellation, amendment, modification or acceleration of any rights or obligations under, (x) any Contract filed with the Triarc SEC Reports or (y) any other Contract to which Triarc or any of its Subsidiaries is a party or by which any assets of Triarc or any of its Subsidiaries is bound, other than in the case of this clause (y) any such termination, cancellation, amendment, modification or acceleration that would not reasonably be expected to have, individually or in the aggregate, a Triarc Material Adverse Effect, or (f) cause the creation or imposition of any Liens (other than Permitted Liens) on any material to Purchaser assets of any of Triarc or Merger Subany of its Subsidiaries.

Non-Contravention. The execution and delivery by each Except as set forth on Section 4.04 of the Purchaser Company Disclosure Letter, the execution, delivery and Merger Sub performance by the Company of this Agreement, the Governance Agreement and each the Ancillary Document Agreements to which it is a party, party and the consummation by the Purchaser and Merger Sub Company of the Transactions, and compliance by the Purchaser and Merger Sub with any of the provisions hereof and thereof, Transactions do not and will not (ai) contravene, conflict with or violate result in any violation or breach of any provision of their respective the amended and restated memorandum and articles of association of the Company or comparable Organizational DocumentsDocuments of any of the Company’s Subsidiaries, (bii) subject to obtaining assuming that the Consents from Governmental Authorities consents, approvals, authorizations and filings referred to in Section 5.03 hereof4.03 have been obtained or made, and the any applicable waiting periods referred to therein having expired, have terminated or expired and any condition precedent to any such Consent consent has been satisfied or waiver having been satisfiedwaived, conflict with or violate any Lawand subject to obtaining the Required Company Shareholder Approval, Order or Consent applicable to the Purchaser or Merger Sub or any of its properties or assets, (c) (i) violatecontravene, conflict with or result in a violation or breach ofof any Applicable Law, or (iiiii) assuming that the consents, approvals, authorizations and filings referred to in Section 4.03 have been obtained or made, any applicable waiting periods referred to therein have terminated or expired and any condition precedent to any such consent has been satisfied or waived, and subject to obtaining the Required Company Shareholder Approval, require any consent by any Person under, constitute a default (default, or an event whichthat, with or without notice or lapse of time or both, would constitute a default) , under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Company or any of its Subsidiaries is entitled under any Company Material Contract, except in the case of clauses (ii) and (iii) result in the above, any such violation, breach, default, right, termination, withdrawalamendment, suspensionacceleration, cancellation or modification of, (iv) accelerate the performance required by the Purchaser or Merger Sub under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, material Contractcancellation, or (d) result in the creation of any Lien upon any of the properties or assets (other than any Permitted Liens) or capital stock or other equity interests of the Purchaser or Merger Sub, except for any deviations from any of the foregoing clauses (b) or (c) loss that would not reasonably be expected to benot, individually or in the aggregate, material to Purchaser or Merger Subhave a Company Material Adverse Effect.

Non-Contravention. The (a) Except for (i) notification under the HSR Act and (ii) the filing of the First Certificate, the execution and delivery by each of the Purchaser and Merger Sub Company of this Agreement and each Ancillary Document to which it is a partyAgreement, the consummation by the Purchaser and Merger Sub of the Transactions, Merger and the other Transactions and the compliance by the Purchaser and Merger Sub Company with any of the provisions hereof and thereofof this Agreement, do not and will not (a) conflict with or violate any provision of their respective Organizational Documentswith, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.03 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to the Purchaser or Merger Sub or any of its properties or assets, (c) (i) violate, conflict with or result in a any violation or breach of, (ii) constitute a or default (with or an event which, with without notice or lapse of time or both, would constitute a default) under, (iii) or give rise to a right of, or result in the in, termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Purchaser acceleration of any obligation or Merger Sub to a loss of a benefit under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, material Contract, or (d) result in the creation of any Lien (other than Permitted Liens) in or upon any of the properties or assets (other than any Permitted Liens) or capital stock or other equity interests of the Purchaser Acquired Companies under, or give rise to any payment under or any increased, additional, accelerated or guaranteed rights or entitlements under any provision of (i) the Charter or the bylaws of the Company (the “Bylaws”), in each case as amended to date, (ii) any Material Contract of the Company or (iii) any Applicable Law or Order, except with respect to the foregoing clause (iii) as would not have a material and adverse effect on the Acquired Companies, taken as a whole. (b) No consent, approval, qualification, Order or authorization of, registration, declaration or filing with, or notice to, any Governmental Body is necessary or required by or with respect to any Acquired Company in connection with the execution and delivery by the Company of this Agreement, the consummation by the Company of the First Merger Suband the other Transactions to be completed as of the Effective Time or the compliance by the Company with the provisions of this Agreement, except for (x) the filing of the First Certificate and the related certificate of incorporation of the Surviving Company with the office of the Secretary of State of the State of Delaware and (y) notification under the HSR Act. (c) The Company, the Board and the Stockholders have taken all actions such that the restrictive provisions of any deviations from “fair price,” “moratorium,” “control share acquisition,” “business combination,” “interested stockholder” or other similar anti-takeover statute or regulation and any anti-takeover provision in the governing documents of the Acquired Companies will not be applicable to any of Parent, the Acquired Companies, the Surviving Company or to the execution, delivery or performance of the Transactions, or the Written Consent, including the consummation of the Merger or any of the foregoing clauses (b) or (c) that would not reasonably be expected to be, individually or in the aggregate, material to Purchaser or Merger Subother Transactions.

Non-Contravention. The execution execution, delivery and delivery performance by each of the Purchaser and Merger Sub Seller of this Agreement and each of the Ancillary Document Agreements to which it is a party, and the consummation by the Purchaser and Merger Sub of the Transactions, transactions contemplated hereby and compliance thereby by the Purchaser Sellers and Merger Sub with any of the provisions hereof and thereoftheir Affiliates, do not and will not (ai) conflict with or respect to each Seller and its Affiliates, violate any provision of the Governing Documents of such Sellers or their respective Organizational DocumentsAffiliates, or any resolution adopted by the board of directors or the shareholders of any such Seller or its Affiliates, (bii) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.03 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfiedcontravene, conflict with with, or violate result in the violation or breach of or constitute a default under, or result in the termination, cancellation, modification or acceleration (whether after the filing of notice or the lapse of time or both) of any Lawmaterial right or obligation of any Sellers or their Affiliates under, Order or Consent applicable result in a loss of any benefit to the Purchaser or Merger Sub which any Seller or any of its properties Affiliates is entitled under, any Contract, or assetsresult in the imposition or creation of any Encumbrance, except for Permitted Encumbrances, upon or with respect to any of the Transferred Assets, (ciii) (i) violate, conflict with violate or result in a breach of, (ii) or constitute a default (under any Applicable Law to which any Seller or an event whichany of its Affiliates is subject, with notice or lapse under any Governmental Authorization held by any Seller or any of time its Affiliates or both, would constitute a default) under, (iii) result in related to the termination, withdrawal, suspension, cancellation or modification ofBusiness, (iv) accelerate result in any shareholder of any Seller or any of its Affiliates having the performance required by the Purchaser right to exercise dissenters’ appraisal rights, or Merger Sub under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Government Entity or other Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, challenge any of the termstransactions contemplated by this Agreement or the Ancillary Agreements or to exercise or obtain any relief under any Law to which any Seller or any of its Affiliates or the Transferred Assets is subject other than, conditions or provisions of, material Contract, or (d) result in the creation case of any Lien upon any of the properties clause (iii), conflicts, breaches, terminations, defaults, cancellations, accelerations, losses, violations or assets (other than any Permitted Liens) or capital stock or other equity interests of the Purchaser or Merger Sub, except for any deviations from any of the foregoing clauses (b) or (c) Encumbrances that would not reasonably be expected to be, individually or in the aggregate, material to Purchaser or Merger Subhave a Material Adverse Effect.

Non-Contravention. The execution execution, delivery and delivery performance by each of the Purchaser RDE and Merger Sub of this Agreement and each Ancillary Document the other agreements, instruments and certificates contemplated hereby to which it RDE and/or Merger Sub is a party, the consummation by the Purchaser RDE and Merger Sub of the Transactionstransactions contemplated hereby and thereby, and compliance by the Purchaser RDE and Merger Sub with any of the provisions hereof and thereof, do not and will not (a) conflict with with, breach or violate any provision of their respective RDE’s or Merger Sub’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.03 3.3 hereof, and the waiting periods referred to therein having expiredconflict with, and any condition precedent to such Consent or waiver having been satisfied, conflict with breach or violate any Law, Order or Consent applicable to the Purchaser or RDE, Merger Sub Sub, or any of its their respective properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Purchaser RDE or Merger Sub under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon any of the properties or assets of RDE or Merger Sub under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viiiix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, material any RDE Material Contract, or (d) result except in the creation of any Lien upon any of the properties or assets (other than any Permitted Liens) or capital stock or other equity interests of the Purchaser or Merger Sub, except for any deviations from any cases of the foregoing clauses (b) or (c) ), where the violation, breach, conflict, default, termination, withdrawal, suspension, cancellation, modification, acceleration, obligation, or failure that would not reasonably be expected to be, individually or in have a Material Adverse Effect on the aggregate, material to Purchaser ability of RDE or Merger SubSub to consummate the transactions contemplated hereby and thereby.

Non-Contravention. The execution and delivery by each of the Purchaser and Merger Sub of this Agreement and each Ancillary Transaction Document to which it is a partybe executed by Seller, any other Equity Seller, any other Asset Seller or any JV Seller, the consummation by the Purchaser and Merger Sub of the Transactionstransactions contemplated hereby and thereby and the fulfillment of and the performance by Seller, the other Equity Sellers, the other Asset Sellers and compliance by the Purchaser ▇▇ ▇▇▇▇▇▇▇ of their respective obligations hereunder and Merger Sub with any of the provisions hereof and thereof, thereunder do not and will not (a) conflict with or violate any provision of their respective the Organizational DocumentsDocuments of Seller, the other Equity Sellers, the other Asset Sellers, the ▇▇ ▇▇▇▇▇▇▇, the Transferred Entities or the JV Entities, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.03 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to the Purchaser or Merger Sub or any of its properties or assets, (c) (i) violate, conflict with or result in a breach of, (ii) or constitute a default (or an event which, with notice require a consent under or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Purchaser or Merger Sub under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments right of termination, cancellation or provide compensation under, (vii) give rise to acceleration of any obligation to obtain any third party Consent right or provide any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, to a loss of any benefit to which Seller or any of the termsother Equity Sellers, conditions the other Asset Sellers, the ▇▇ ▇▇▇▇▇▇▇, the Transferred Entities or provisions ofthe JV Entities is entitled under any provision of any Material Contract to which such Person is party, material Contract(c) assuming compliance with the matters referred to in Section 3.04, violate or result in a breach of any Law or Permit applicable to Seller, any other Equity Seller, any other Asset Seller, a JV Seller, a Transferred Entity or a JV Entity, or (d) result in the creation or imposition of any Lien upon any of the properties or assets (other than any Permitted Liens) on any asset or capital stock property of Seller, any other Equity Seller, any other Asset Seller, a JV Seller, a Transferred Entity or other equity interests of the Purchaser or Merger Suba JV Entity except, except for any deviations from any of the foregoing with respect to clauses (b) or ), (c) that and (d): (i) in the case of Seller, the other Equity Sellers, the other Asset Sellers and the ▇▇ ▇▇▇▇▇▇▇, as would not reasonably be expected to beexpected, individually or in the aggregate, material to Purchaser interfere with, prevent or Merger Submaterially delay the ability of such Person to enter into and perform their obligations under this Agreement or consummate the transactions contemplated by the Transaction Documents, and (ii) otherwise as would not reasonably to have, individually and in the aggregate, a Business Material Adverse Effect.

Non-Contravention. The execution and delivery by each of the Purchaser and Merger Sub of this Agreement by Seller and each Ancillary Document to which it is a partySeller Parent do not, and the consummation by the Purchaser execution and Merger Sub delivery of the TransactionsAncillary Agreements by Seller, Seller Parent and any Affiliate of Seller which is to be a party to an Ancillary Agreement, as applicable, will not, and compliance by their consummation of the Purchaser transactions contemplated hereby and Merger Sub with thereby, and their performance of the obligations which they are obligated to perform or cause to be performed hereunder and thereunder will not: (a) violate any provision of the certificate of incorporation or by-laws or other organizational documents of any of the provisions hereof them or of any Subject Company or Sponsored Fund; or (b) assuming that all consents, authorizations, orders or approvals of, filings or registrations with, and notices to, any national, state or local government or political subdivision thereof, do not any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, any court, tribunal or arbitrator, and will not any self-regulatory organization (a“Governmental Authority”) referred to in Section 4.4(a), all Third Party Consents referred to in Section 4.4(b) of the Seller Disclosure Letter, and all Client Consents of Advisory Clients contemplated by Section 6.3 have been obtained or, in the case of filings, registrations and notices, made, (i) conflict with or violate any provision law, regulation, rule, order, judgment or decree of their respective Organizational Documents, any Governmental Authority (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.03 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any “Applicable Law, Order or Consent applicable to the Purchaser or Merger Sub or any of its properties or assets, (c) (i) violate, conflict with or result in a breach of”), (ii) except as set forth in Section 4.3 of the Seller Disclosure Letter, require the consent of or other action by any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or an event whichwithout notice, with notice or lapse the passage of time or both), would constitute any mortgage, indenture, lease, license, note, contract, agreement, commitment, Benefit Plan or other instrument or arrangement (each a default“Contract”) under, to which any of them or any Subject Company or Sponsored Fund is a party or by which any of their respective properties or other assets is bound or (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Purchaser or Merger Sub under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, material Contract, or (d) result in the creation of any Lien upon on the Stock or any of the stock, assets or properties of any Subject Company or assets any Sponsored Fund, except, in the case of clauses (other than any Permitted Liensii) or capital stock or other equity interests of the Purchaser or Merger Suband (iii), except for any deviations from any of the foregoing clauses (b) such violation, termination, acceleration, conflict, default or (c) that Lien as would not reasonably be expected to be, individually or in the aggregate, material to Purchaser or Merger Subhave a Material Adverse Effect.

Non-Contravention. The execution and delivery by each of the Purchaser and Merger Sub SPAC of this Agreement and each Ancillary Document to which it is a party, the consummation by SPAC and the Purchaser and Merger Sub SPAC Subsidiaries of the TransactionsTransactions contemplated hereby and thereby, and compliance by the Purchaser and Merger Sub SPAC with any of the provisions hereof and thereof, do not and will not (a) conflict with or violate any provision of their respective the SPAC Memorandum and Articles or, when formed, the SPAC Subsidiaries’ Organizational Documents, in any material respect, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.03 hereof4.3, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent Law applicable to SPAC or, when formed, the Purchaser or Merger Sub SPAC Subsidiaries, or any of its their properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Purchaser or Merger Sub SPAC under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of SPAC under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viiiix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, material any SPAC Material Contract, or (d) result in the creation of any Lien upon any of the properties or assets (other than any Permitted Liens) or capital stock or other equity interests of the Purchaser or Merger Sub, except for any deviations from any of the foregoing clauses (b) or and (c) that would not reasonably be expected to benot, individually or in the aggregate, material reasonably be expected to Purchaser or Merger Subhave a Material Adverse Effect on SPAC.

Non-Contravention. The (a) Neither the execution and delivery by each of the Purchaser and Merger Sub of this Agreement by Merger Sub and each Ancillary Document to which it is a party, Parent nor the consummation by the Purchaser and Merger Sub and Parent of the TransactionsTransactions will, and compliance by directly or indirectly (with or without notice or lapse of time): (i) result in a violation or breach of or conflict with the Purchaser and certificate or articles of incorporation or bylaws, or other similar organizational documents of Merger Sub with any of the provisions hereof and thereof, do not and will not or Parent; or (a) conflict with or violate any provision of their respective Organizational Documents, (bii) subject to obtaining or making the Consents from Governmental Authorities consents, approvals, orders, authorizations, registrations, declarations and filings referred to in Section 5.03 hereofparagraph (b) below, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order Judgment or Consent Law applicable to the Purchaser or Merger Sub or any of its properties or assetsParent, (c) (i) violatein each case, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Purchaser or Merger Sub under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, material Contract, or (d) result in the creation of any Lien upon any of the properties or assets (other than any Permitted Liens) or capital stock or other equity interests of the Purchaser or Merger Sub, except for any deviations from any of the foregoing clauses (b) or (c) that would not reasonably be expected to besuch event which, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the ability of Merger Sub or Parent to Purchaser consummate the Transactions (a “Parent Material Adverse Effect”). (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is necessary to be obtained or made by Merger Sub or Parent in connection with Merger Sub’s and Parent’s execution, delivery and performance of this Agreement or the consummation by Merger Sub or Parent of the Transactions, except for (i) compliance with the DGCL (including, with respect to the filing of the Certificate of Merger), (ii) compliance with and filings pursuant to the HSR Act, (iii) the filing with the SEC of any documents required to be filed with the SEC by Merger Sub or Parent in pursuant to this Agreement or in connection with the Transactions, (iv) the approvals, filings and notifications imposed by applicable Laws that are set forth in Section 3.3(b) of the Parent Disclosure Schedules, and (v) such other consents, approvals, orders, waivers, authorizations, actions, nonactions, registrations, declarations, filings, permits and notices the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.

Non-Contravention. (a) The execution execution, delivery and delivery performance by each of the Purchaser and Merger Sub Buyer of this Agreement and each Ancillary Document to which it is a party, the consummation by the Purchaser and Merger Sub of the Transactions, and compliance by the Purchaser and Merger Sub with any of the provisions hereof and thereof, transactions contemplated hereby do not and will not (ai) conflict with or violate result in any violation or breach of any provision of their respective the Organizational DocumentsDocuments of Buyer, (bii) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.03 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to the Purchaser or Merger Sub or any of its properties or assets, (c) (i) violate, conflict with or result in a material violation or breach of any provision of any material applicable Law, (iii) require any material license, consent, clearance, authorization, permit, qualification, waiver, order or approval of, or filing with or notice to any Governmental Authority or other Person under any provision of Law or contract applicable to Buyer or any of its Affiliates (iiincluding without limitation filings required under the HSR Act), (iv) require any consent, notice or approval of or other action by any Person under, constitute a default (or an event whichthat, with or without notice or lapse of time or both, would constitute a default) default under, (iii) result in or cause or permit the exercise, termination, withdrawalcancellation, suspension, cancellation acceleration or modification of, (iv) accelerate other change of any right or obligation or the performance required by the Purchaser or Merger Sub loss of any benefit under, any provision of any material agreement or other instrument to which Buyer is a party, or by which Buyer or its properties or assets may be bound, or (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, material Contract, or (d) result in the creation or imposition of any Lien upon on the Transferred Securities other than any which already have been obtained as of the Closing; it being understood and agreed that this representation and warranty in this sub-clause (v) shall not be deemed to be breached if, following the execution, delivery and performance by Seller of this Agreement and the consummation by Seller of the transactions contemplated hereby, any Transferred Security is subject to any Permitted Lien, the existence of which does not violate the representation and warranty of Seller in Section 2.4(c). (b) For purposes of clarification, except as set forth in Sections 2.3(a), 2.4 and 4.3(a) above, no representation or warranty (whether express or implied) is being made herein, whether or not the execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby require, with respect to the Transferred Securities, any material consent, notice or approval of or other material action by any Person under any agreement or other instrument to which Buyer is a party, or by which Buyer or its properties or assets (other than any Permitted Liens) or capital stock or other equity interests of the Purchaser or Merger Sub, except for any deviations from any of the foregoing clauses (b) or (c) that would not reasonably may be expected to be, individually or in the aggregate, material to Purchaser or Merger Sub.bound. ARTICLE V

Non-Contravention. The execution execution, delivery and delivery performance by each of the Purchaser and Merger Sub Seller HoldCos of this Agreement and each Ancillary Document to which it is a party, the consummation by the Purchaser and Merger Sub Seller HoldCos of the Transactions, and compliance by the Purchaser and Merger Sub with any of the provisions hereof and thereof, transactions contemplated hereby do not and will not (ai) contravene, conflict with with, or violate result in any violation or breach of any provision of their respective the Organizational DocumentsDocuments of any of the Seller HoldCos, (bii) subject to obtaining the Consents from Governmental Authorities referred to assuming that all consents, approvals, authorizations, permits, declarations, actions, or registrations described in Section 5.03 hereof, 4.03 have been obtained and the all filings and notifications described in Section 4.03 have been made and any waiting periods referred to therein having thereunder have terminated or expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to the Purchaser or Merger Sub or any of its properties or assets, (c) (i) violate, conflict with or result in a violation or breach of, (ii) constitute a default (or an event which, of any provision of any Applicable Law with notice or lapse of time or both, would constitute a default) underrespect to the Seller HoldCos, (iii) result except as set forth on Section 4.04 of the Disclosure Schedules and assuming that all consents, approvals, authorizations, permits, declarations, actions, or registrations described in the terminationSection 4.03 have been obtained and all filings and notifications described in Section 4.03 have been made and any waiting periods thereunder have terminated or expired, withdrawal, suspension, cancellation or modification require consents of, (iv) accelerate approvals of, authorizations of, permits with, filings with, declarations of, actions of, registrations with, or notifications to any Person the performance required by the Purchaser absence of which would cause, permit or Merger Sub under, (v) result in give rise to a right of termination or cancellation, an acceleration underof performance required or other change of any right or obligation or the loss of any benefit to which any Seller HoldCo is entitled under any term, (vi) give rise to condition or provision of any obligation to make payments material agreement or provide compensation under, (vii) give rise to other instrument binding upon any obligation to obtain any third party Consent or provide any notice to any Person Seller HoldCo or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, material Contract, or (div) result in the creation or imposition of any Lien upon on any of the properties or assets (other than any Permitted Liens) or capital stock property or other equity interests asset of any Seller HoldCo, with only such exceptions, in the Purchaser or Merger Sub, except for any deviations from any case of the foregoing each of clauses (bii) or through (c) that iv), as would not reasonably be expected to beto, individually or in the aggregate, material prevent or materially impair or delay the ability of the Seller HoldCos to Purchaser or Merger Sub.consummate the transactions contemplated by this Agreement

Non-Contravention. The execution and delivery by each Except as set forth on Section 3.04 of the Purchaser Lucent Disclosure Letter, the execution, delivery and Merger Sub performance by Lucent of this Agreement and each Ancillary Document to which it is a party, the consummation by the Purchaser and Merger Sub Lucent of the Transactions, and compliance by the Purchaser and Merger Sub with any of the provisions hereof and thereof, transactions contemplated hereby do not and will not (a) assuming receipt of the Lucent Stockholder Approval, contravene or conflict with the certificate of incorporation or violate by-laws or equivalent organizational documents of Lucent or any provision of their respective Organizational Documentsits Subsidiaries, (b) subject to obtaining assuming compliance with the Consents from Governmental Authorities matters referred to in Section 5.03 hereof3.03, and the waiting periods referred to therein having expired, and any condition precedent to such Consent contravene or waiver having been satisfied, conflict with or violate constitute a violation of any Lawprovision of any law, Order regulation, judgment, injunction, order or Consent decree binding upon or applicable to the Purchaser or Merger Sub Lucent or any of its properties or assetsSubsidiaries, (c) (i) violate, conflict with or result in a breach of, (ii) constitute a violation of or default (under or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Purchaser or Merger Sub under, (v) result in a right of termination or acceleration under, (vi) give rise to any right of termination, cancellation or acceleration of any right or obligation of Lucent or any of its Subsidiaries or to make payments a loss of any benefit to which Lucent or provide compensation underany of its Subsidiaries is entitled under any provision of any agreement, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation contract or other term under, instrument binding upon Lucent or any of the termsits Subsidiaries or any license, conditions franchise, permit or provisions of, material Contractother similar authorization held by Lucent or any of its Subsidiaries, or (d) result in the creation or imposition of any Lien upon on any asset of Lucent or any of the properties or assets (other than any Permitted Liens) or capital stock or other equity interests of the Purchaser or Merger Subits Subsidiaries, except for any deviations from any of the foregoing clauses such contraventions, conflicts or violations referred to in clause (b) or violations, defaults, rights of termination, cancellation or acceleration, or losses or Liens referred to in clause (c) or (d) that would not reasonably be expected to benot, individually or in the aggregate, have a Material Adverse Effect on Lucent. For purposes of this Agreement, the term "LIEN" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance, (i) for Taxes (as defined in Section 3.13) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on the Alcatel Balance Sheet (as defined in Section 4.08) or Lucent Balance Sheet (as defined in Section 3.08), as the case may be) or (ii) which is a carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like lien arising in the ordinary course of business. Except as disclosed in Section 3.04 of the Lucent Disclosure Letter, neither Lucent nor any Subsidiary of Lucent is a party to any agreement that expressly limits the ability of Lucent or any Subsidiary of Lucent, or would limit Alcatel or any Subsidiary of Alcatel after the Effective Time, to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of time, in each case, if such limitation is or is reasonably likely to be material to Purchaser or Merger SubLucent and its Subsidiaries, taken as a whole, or, following the Effective Time, to Alcatel and its Subsidiaries, taken as a whole.

Non-Contravention. The execution and delivery by each None of the Purchaser execution, delivery and Merger Sub performance by Sellers of this Agreement and each Ancillary Document to which it is a partyAgreement, the consummation by the Purchaser and Merger Sub of the Transactions, and compliance by Transaction (including the Purchaser and Merger Sub with any proposed assignment and/or assumption of the provisions hereof Closing Assumed Contracts as set forth in Section 2.9(a)) or the Bankruptcy Cases (and thereofassociated proceedings), do not and or will not (ai) conflict with or violate any provision of their respective the Organizational DocumentsDocuments of any Seller or any Acquired Subsidiary, (bii) assuming the receipt of all Seller Required Approvals and subject to obtaining the Consents from Governmental Authorities referred to in Section 5.03 hereof, Bankruptcy Court’s entry of the Bidding Procedures Order and the waiting periods referred Confirmation Order, conflict with, or result in the breach of, or constitute a default under, or result in the termination, cancellation, modification or acceleration (whether after the filing of notice or the lapse of time or both) of any right or obligation (including payment obligations) of Sellers or any Acquired Subsidiaries under, or result in a loss of any benefit to therein having expiredwhich Sellers or any Acquired Subsidiaries are entitled under, any Acquired Contract, Acquired Lease, Governmental Authorization or Insurance Policy, or result (or would result, with the giving of notice, the passage of time or both) in the creation or imposition of any Encumbrance upon any of the Acquired Assets or upon the Acquired Equity, or (iii) assuming the receipt of all Seller Required Approvals and any condition precedent approvals required to such Consent be obtained under any antitrust, competition or waiver having been satisfiedsimilar Laws, conflict with or violate any Law, Order or Consent applicable to the Purchaser or Merger Sub or any of its properties or assets, (c) (i) violate, conflict with or result in a breach ofof or constitute a default under any Law to which Sellers or any Acquired Subsidiaries is subject, or under any Governmental Authorization, other than, in the cases of clauses (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, and (iii) result in the termination), withdrawalconflicts, suspensionbreaches, cancellation terminations, defaults, cancellations, modifications accelerations, losses, violations or modification of, (iv) accelerate the performance required by the Purchaser or Merger Sub under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, material Contract, or (d) result in the creation of any Lien upon any of the properties or assets (other than any Permitted Liens) or capital stock or other equity interests of the Purchaser or Merger Sub, except for any deviations from any of the foregoing clauses (b) or (c) Encumbrances that would not reasonably be expected to be, individually or in the aggregate, material to Purchaser or Merger Subhave a Material Adverse Effect.

Non-Contravention. (a) The execution execution, delivery and delivery performance by each Seller of the Purchaser and Merger Sub of this Agreement and each Ancillary Document Transaction Documents to which it Seller is a party, party and the consummation by the Purchaser and Merger Sub Seller of the Transactions, and compliance by the Purchaser and Merger Sub with any of the provisions hereof and thereof, transactions contemplated thereby do not and will not (ai) conflict with violate the Articles of Incorporation or violate any provision Bylaws of their respective Organizational DocumentsSeller, (bii) subject to obtaining assuming compliance with the Consents from Governmental Authorities matters referred to in Section 5.03 hereof2.12 of the Seller Disclosure Schedule, violate any applicable Law or Legal Requirement, (iii) require any consent or other action by any Person under, constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of Seller or to a loss of any benefit to which Seller is entitled under any provision of any Seller Material Contract or any Permit or Approval affecting, or relating in any way to, the Seller Business or (iv) result in the creation or imposition of any Encumbrance on any asset of Seller or of the Seller Subsidiary except, in the case of clauses (ii), (iii) and (iv), for such matters as would not, individually or in the waiting periods referred aggregate, have a Seller Material Adverse Effect or materially impair the ability of Seller to therein having expiredconsummate the transactions contemplated by this Agreement. (b) Except as set forth in Section 2.13 of the Seller Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation or performance of any condition precedent to such Consent of the transactions contemplated hereby will, directly or waiver having been satisfied, conflict indirectly (with or violate any Law, Order without notice or Consent applicable to the Purchaser or Merger Sub or any lapse of its properties or assets, (c) time): (i) violatecontravene, conflict with or result in a breach of, violation of (A) any provision of the Organizational Documents of Seller or (B) any resolution adopted by the Board of Directors or the Stockholders of Seller; (ii) constitute contravene, conflict with or result in a default (violation of, or an event which, with notice give any Governmental Entity or lapse other Person the right to challenge any of time the transactions contemplated by this Agreement or both, would constitute a default) to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which Seller, or any of the assets owned or used by Seller, may be subject; (iii) contravene, conflict with or result in a violation of any of the termination, withdrawal, suspension, cancellation terms or modification requirements of, or give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the business of, or any of the assets owned or used by, Seller ; (iv) accelerate the performance required by the Purchaser contravene, conflict with or Merger Sub under, (v) result in a right violation or breach of termination any provision of, or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a default, default or exercise any remedyremedy under, claim a rebate, chargeback, penalty or change in delivery schedule, to accelerate the maturity or performanceperformance of, or to cancel, terminate or modify any right, benefit, obligation or other term undermodify, any of the terms, conditions or provisions of, material Seller Contract, ; or (dv) result in the imposition or creation of any Lien upon Encumbrance on or with respect to any of the properties assets owned or assets (other than any Permitted Liens) or capital stock or other equity interests of the Purchaser or Merger Sub, except for any deviations from any of the foregoing clauses (b) or (c) that would not reasonably be expected to be, individually or in the aggregate, material to Purchaser or Merger Subused by Seller .

Non-Contravention. The execution and delivery by each of the Purchaser and Merger Sub Seller of this Agreement and each the Seller Ancillary Document to which Agreements do not, and the performance by it is a party, of its obligations under this Agreement and the Seller Ancillary Agreements and the consummation by the Purchaser and Merger Sub of the Transactions, transactions contemplated hereby and compliance by the Purchaser and Merger Sub with any of the provisions hereof and thereof, do not and thereby will not (with or without notice or lapse of time or both): (a) conflict with or violate any provision of their respective Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.03 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to the Purchaser or Merger Sub or any of its properties or assets, (c) (i) violatecontravene, conflict with or result in a violation or breach of, or the creation of any Encumbrance upon any of the Purchased Assets under, any of the terms, conditions or provisions of the Bylaws, Articles of Incorporation or other organizational documents of Seller or any material Contract to which Seller is a party or any of its Assets and Properties is subject or by which Seller is bound; (b) assuming the receipt or making of all Seller Governmental Consents, contravene, conflict with or result in a violation or breach of, or the creation of any Encumbrance (other than any Permitted Encumbrance) upon any of the Purchased Assets under, any term or provision of (i) any Law applicable to Seller, the Business, the Product or the Purchased Assets or (ii) constitute any Order to which Seller, the Business, the Product or the Purchased Assets is subject or by which Seller is bound; or (c) assuming the receipt of all Required Seller Third Party Consents, contravene, conflict with or result in a violation or breach or default (or an event which, with notice or lapse of time or both, would constitute a breach or default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Purchaser or Merger Sub under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, material Contract, or (d) result in the creation of any Lien upon any of the properties or assets Encumbrance (other than any Permitted LiensEncumbrance) or capital stock or other equity interests of the Purchaser or Merger Sub, except for any deviations from upon any of the foregoing clauses (b) Purchased Assets under, require any consent under, or (c) that would not reasonably be expected give to beothers any rights of termination, individually amendment, acceleration, suspension, revocation or in the aggregatecancellation of, any Product Contract or any material Contract to Purchaser which Seller is a party or Merger Subany of its Assets and Properties is subject or by which Seller is bound.

Non-Contravention. (a) The execution and delivery by each of the Purchaser and Merger Sub Company of this Agreement and each Ancillary Document to which it is a partyAgreement, the consummation by the Purchaser and Merger Sub Company of the Transactionstransactions contemplated hereby, the performance by the Company of its obligations hereunder, and compliance by the Purchaser sale, issuance and Merger Sub with any delivery of the provisions hereof and thereofNote, do not and will not (a) conflict with or violate any provision of their respective Organizational Documentswith, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.03 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to the Purchaser or Merger Sub or any of its properties or assets, (c) (i) violate, conflict with or result in a any violation or breach of, (ii) constitute a or default (with or an event which, with without notice or lapse of time or both, would constitute a default) under, (iii) or give rise to a right of, or result in the in, termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Purchaser acceleration of any obligation or Merger Sub to a loss of a material benefit under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, material Contract, or (d) result in the creation of any Lien in or upon any of the properties or assets (other than any Permitted Liens) or capital stock or other equity interests of the Purchaser Company or Merger Subits Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (i) the Company’s Certificate of Incorporation, as amended, and as in effect on the date hereof, or the Bylaws, as amended, and as in effect on the date hereof, of the Company, (ii) except as set forth in Section 3.4 of the Disclosure Schedules, any agreement to which the Company or any Subsidiary is a party or otherwise bound or otherwise under which the Company or any Subsidiary has rights or benefits, or (iii) any Law or Order; in each case applicable to the Company, its Subsidiaries or any of their properties or assets; except, in the case of clauses (ii) and (iii) above where any such conflict, violation, breach, default, right of termination, cancellation or acceleration, creation of Lien, or increased, additional, accelerated or guaranteed rights or entitlements, would not result in a Material Adverse Effect. (b) No consent, approval, order or authorization of, registration, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Company in connection with the execution and delivery by the Company of this Agreement, the consummation by the Company of the transactions contemplated hereby, or the performance by the Company of its obligations hereunder, or the sale, issuance and delivery of the Note, except for any deviations from any such consents, approvals, orders, authorizations, registrations, declarations, filings and notices set forth in Section 3.4(b) of the foregoing clauses (b) or (c) that would not reasonably be expected to be, individually or in the aggregate, material to Purchaser or Merger SubDisclosure Schedules.

Non-Contravention. (a) Neither the Corporation nor any of its Subsidiaries is in violation of its Constating Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any Contract to which the Corporation or any of its Subsidiaries is a party or to which any of them, or any of their respective properties or assets, may be subject or by which the Corporation or any of its Subsidiaries is bound, except where such violations and defaults, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (b) The execution execution, delivery and delivery performance by each the Corporation of the Purchaser and Merger Sub of its obligations under this Agreement and each Ancillary Document to which it is a party, the consummation of the transactions contemplated hereby and by the Purchaser and Merger Sub Plan of the Transactions, and compliance by the Purchaser and Merger Sub with any of the provisions hereof and thereof, Arrangement do not and will not (awith the giving of notice or lapse of time or both): (i) contravene, conflict with with, or violate result in any violation or breach of any provision of their respective Organizational Documents, the Constating Documents of the Corporation or any Subsidiary; (bii) subject to obtaining assuming compliance with the Consents from Governmental Authorities matters referred to in Section 5.03 hereof4 above, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to the Purchaser or Merger Sub or any of its properties or assets, (c) (i) violatecontravene, conflict with or result in a violation or breach ofof any applicable Law or any Authorization issued by a Governmental Entity held by the Corporation or any Subsidiary; (iii) other than as set out in Section 5(b) of the Corporation Disclosure Letter, (iiA) constitute a default (or an event which, with require any notice or lapse of time consent or bothother action by any Person, would constitute (B) contravene, conflict with or result in a default) violation or breach or default under, (iiiC) result in cause or permit the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate acceleration of any right or obligation or the performance required by loss of any benefit to which the Purchaser Corporation or Merger Sub any Subsidiary is entitled under, (vD) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments rights of first refusal or provide compensation undertrigger any change in control provisions, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viiiE) give cause any Person the right indebtedness to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the come due before its stated maturity or performance, cancel, terminate cause any credit to cease to be available or modify any right, benefit, obligation or other term under, restriction under any of the terms, conditions or provisions ofof any Material Contract or Authorization, material Contract, binding upon the Corporation or any Subsidiary or affecting any of their respective assets; or (div) result in the creation or imposition of any Lien upon on any asset of the properties Corporation or assets any Subsidiary (other than any a Permitted Liens) or capital stock or other equity interests Lien), with such exceptions, in the case of the Purchaser or Merger Sub, except for any deviations from any each of the foregoing clauses (bii), (iii) and (iv), as do not have or (c) that would not reasonably be expected to behave, individually or in the aggregate, material a Material Adverse Effect and would not prevent or materially delay the consummation of the Arrangement or the transactions contemplated hereby. (c) True, correct and complete copies of the Constating Documents, including all amendments thereto, of the Corporation and each of its Subsidiaries as currently in effect have been made available to Purchaser the Parent, and neither the Corporation nor any of its Subsidiaries has taken any action to amend or Merger Subsucceed such documents.

Non-Contravention. The Subject in the case of the Bankruptcy Sellers to the Approval Order (as defined in Section 4.3(a)) and the Belgian Bankruptcy Approval, neither the execution and delivery by each of the Purchaser and Merger Sub of this Agreement and each or the Ancillary Document Agreements to which it any Seller is a party, nor the consummation by the Purchaser and Merger Sub any Seller of the Transactionstransactions contemplated hereby or thereby, and compliance by the Purchaser and Merger Sub with any of the provisions hereof and thereof, do not and will not (a) conflict with or violate any provision of their respective Organizational Documentsany Seller's charter, by-laws or other corporate organizational documents, (b) subject require on the part of any Seller or any corporation with respect to obtaining which any Seller, directly or indirectly, has the Consents from power to vote or direct the voting of sufficient securities to elect a majority of the directors (a "Subsidiary"), any filing with, or any permit, authorization, waiver, consent or approval of any Governmental Authorities referred to Entity other than any filings or notices required solely as a result of the legal or regulatory status of the Buyer, (c) violate in Section 5.03 hereofany material respect any order, and the waiting periods referred to therein having expiredwrit, and any condition precedent to such Consent injunction, decree, statute, rule or waiver having been satisfied, conflict with or violate any Law, Order or Consent regulation applicable to any Seller, the Purchaser Acquired Assets or Merger Sub the Acquired Business or any of its other properties or assets, (cd) (i) violateconflict with, conflict with or result in a breach of, constitute (ii) constitute a default (with or an event which, with without due notice or lapse of time or both, would constitute ) a default) material default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under any contract or instrument, including any Assigned Contract (iiiother than any Assigned Contract pursuant to which any Seller licenses in commercial off-the-shelf software), to which any Seller or any of its Subsidiaries is a party or by which any Seller or any of its Subsidiaries is bound or to which the Acquired Assets or the Acquired Business is subject, or (e) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Purchaser or Merger Sub under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, material Contract, or (d) result in the creation imposition of any Lien Encumbrance upon any of the properties or assets (other than any Permitted Liens) or capital stock or other equity interests of the Purchaser or Merger Sub, except for any deviations from any of the foregoing clauses (b) or (c) that would not reasonably be expected to be, individually or in the aggregate, material to Purchaser or Merger SubAcquired Assets.

Non-Contravention. The (a) Neither the execution and delivery by each of the Purchaser and Merger Sub of this Agreement nor the consummation of the other transactions contemplated hereby nor the fulfillment of and the performance by either of the Selling Companies of its obligations hereunder will (with or without notice or (i) contravene any provision contained in the Organizational Documents or any resolution or similar act adopted by the managing general partner or member of either of the Selling Companies, (ii) conflict with, violate or result in a material breach of, or constitute a material default under (1) except as set forth in Schedule 3.3, any Assumed Contract or (2) any ------------ judgment, order, decree, statute, law, rule or regulation or other restriction of any Governmental Authority, in each Ancillary Document case to which it either of the Selling Companies is a partyparty or by which either of them is bound or to which any of their respective assets or properties are subject, if any, or (iii) except with respect to Liens granted to Purchaser's financing sources or otherwise created by Purchaser, result in the consummation by the Purchaser and Merger Sub creation or imposition of the Transactions, and compliance by the Purchaser and Merger Sub with any Lien on any of the provisions hereof and thereofAcquired Assets, do not and will not which in the case of any of clauses (ai) conflict with through (iii) above, would prevent, delay or violate any provision of their respective Organizational Documents, impair the Selling Companies' ability to consummate the transactions contemplated by this Agreement or would have a Material Adverse Effect. (b) subject to obtaining Neither the Consents from Governmental Authorities referred to in Section 5.03 hereof, execution and delivery of the Subsidiaries Asset Purchase Agreements nor the consummation of the other transactions contemplated thereby nor the fulfillment of and the waiting periods referred to therein having expiredperformance by any of the Subject Companies, except for the Partnership and any condition precedent to such Consent or waiver having been satisfiedLLC, conflict of its obligations thereunder will (with or violate any Law, Order without notice or Consent applicable to the Purchaser or Merger Sub or any lapse of its properties or assets, (ctime) (i) violatecontravene any provision contained in the Organizational Documents or any resolution or similar act adopted by the board of directors or shareholder of the Subject Companies, except for the Partnership and LLC, (ii) conflict with with, violate or result in a material breach of, (ii) or constitute a material default under (1) except as set forth in Schedule 3.3, any ------------ Assumed Contract (as defined in the Subsidiaries Asset Purchase Agreements) or an event which(2) any judgment, with notice order, decree, statute, law, rule or lapse regulation or other restriction of time any Governmental Authority, in each case to which any of the Subject Companies, except for the Partnership and LLC, is a party or bothby which either of them is bound or to which any of their respective assets or properties are subject, would constitute a default) underif any, or (iii) result in the terminationexcept with respect to Liens granted to Purchaser's financing sources or otherwise created by Purchaser, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Purchaser or Merger Sub under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, material Contract, or (d) result in the creation or imposition of any Lien upon on any of the properties Acquired Assets (as defined in the Subsidiaries Asset Purchase Agreements), which in the case of any of clauses (i) through (iii) above, would prevent, delay or assets (other than any Permitted Liens) or capital stock or other equity interests impair the ability of the Purchaser or Merger SubSubject Companies, except for any deviations from any of the foregoing clauses (b) Partnership and LLC, to consummate the transactions contemplated by the Subsidiaries Assets Purchase Agreements or (c) that would not reasonably be expected to be, individually or in the aggregate, material to Purchaser or Merger Subhave a Material Adverse Effect.

Non-Contravention. The execution and delivery by each of the Purchaser Merger Sub I and Merger Sub II of this Agreement and each Ancillary Transaction Document to which it is a party, the consummation by the Purchaser each of Merger Sub I and Merger Sub II of the TransactionsTransaction, and compliance by the Purchaser each of Merger Sub I and Merger Sub II with any of the provisions hereof and thereof, do not and will not (a) conflict with or violate any provision of their respective the Organizational DocumentsDocuments of Merger Sub I or Merger Sub II, respectively, (b) subject to obtaining the Consents consents from Governmental Authorities referred to in Section 5.03 hereof5.5, and the waiting periods referred to therein having expired, and any condition precedent to such Consent consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent consent applicable to the Purchaser either Merger Sub I or Merger Sub II or any of its properties or assets, assets or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Purchaser either Merger Sub I or Merger Sub II under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Encumbrance (other than Permitted Encumbrances) upon any of the properties or assets of either Merger Sub I or Merger Sub II under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to consent from any Person or (viiiix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any material Contract, or (d) result in the creation Contract of any Lien upon any of the properties or assets (other than any Permitted Liens) or capital stock or other equity interests of the Purchaser either Merger Sub I or Merger SubSub II, except for any deviations from any of the foregoing clauses (b) or (c) that would not reasonably be expected to be, individually or in the aggregate, have a material to Purchaser adverse effect on either Merger Sub I or Merger SubSub II, as applicable.

Non-Contravention. The Except as set forth in Schedule 4.01(e), the execution and delivery by ▇▇▇▇▇ Corning and each of its Subsidiaries of the Purchaser Transaction Documents (and Merger Sub the performance of this Agreement and each Ancillary Document the transactions contemplated thereby) to which it ▇▇▇▇▇ Corning or such Subsidiary is a party, the consummation party or by the Purchaser and Merger Sub of the Transactions, and compliance by the Purchaser and Merger Sub with which any of the provisions hereof and thereof, them is bound do not and will shall not (ai)(A) contravene or conflict with the charter, bylaws or violate other organizational documents of ▇▇▇▇▇ Corning, such Subsidiary, any provision of their respective Organizational Documents▇▇▇▇▇ Corning’s Combined Transferors or any OC Contributed Subsidiary, (bB) subject to obtaining assuming compliance with the Consents from Governmental Authorities matters referred to in Section 5.03 hereof4.01(d), and contravene or conflict with, or constitute a violation of, any provisions of any Applicable Law binding upon ▇▇▇▇▇ Corning, such Subsidiary, any of ▇▇▇▇▇ Corning’s Combined Transferors or any OC Contributed Subsidiary that is applicable to ▇▇▇▇▇ Corning’s Business, or (C) assuming compliance with the waiting periods matters referred to therein having expiredin Section 4.01(d), and constitute a default under, or give rise to any condition precedent right of termination, cancellation or acceleration of, or to such Consent or waiver having been satisfied, conflict with or violate a loss of any Law, Order or Consent applicable benefit relating to the Purchaser or Merger Sub ▇▇▇▇▇ Corning’s Business to which ▇▇▇▇▇ Corning or any of its properties or assets, (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Purchaser or Merger Sub under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term Subsidiaries is entitled under, any Contract binding upon ▇▇▇▇▇ Corning or any of its Subsidiaries and relating to ▇▇▇▇▇ Corning’s Business or by which any of the termsOC Contributed Assets is or may be bound (including any Contract included in the OC Contributed Assets) or any license, conditions franchise, permit or provisions ofsimilar authorization held by ▇▇▇▇▇ Corning or any of its Subsidiaries relating to ▇▇▇▇▇ Corning’s Business except, material Contractin the case of clauses (B) and (C), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that could not reasonably be expected to have a Material Adverse Effect on ▇▇▇▇▇ Corning’s Business or (dii) result in the creation or imposition of any Lien upon on any of the properties or assets (OC Contributed Asset, other than any Permitted Liens) or capital stock or other equity interests of the Purchaser or Merger Sub, except for any deviations from any of the foregoing clauses (b) or (c) that would not reasonably be expected to be, individually or in the aggregate, material to Purchaser or Merger Sub.

Non-Contravention. The execution execution, delivery and delivery performance by each of the Purchaser Seller and Merger Sub its Affiliates of this Agreement and each the Ancillary Document Agreements to which it is they are a party, and the consummation by the Purchaser and Merger Sub of the Transactionstransactions contemplated hereby and thereby (and assuming solely for this purpose that all Contracts Related to the Acquired Business shall constitute Assigned Contracts but, and compliance by the Purchaser and Merger Sub with for purposes of Section 6.2(a) only, excluding any of the provisions hereof and thereofContract that is not an Assigned Contract), do not and will not (a) conflict with or violate any provision of their respective Organizational Documentsthe articles of incorporation, bylaws or other organizational documents of Seller or any of its Affiliates, (b) subject assuming (i) the entry of the [Confirmation]Transaction Order (or the entry of an order pursuant to obtaining section 365[(f)] of the Consents from Governmental Authorities referred to in Section 5.03 hereofBankruptcy Code authorizing the assumption and, if applicable, assignment of Assigned Contracts), and (ii) the waiting periods referred receipt of all consents, approvals, waivers and authorizations and the making of the notices and filings set forth on Schedule 3.4 of the Seller Disclosure Schedule with respect to therein having expired, any Person which is not a Government Entity or Self-Regulatory Organization (which assumption shall not apply to Section 5.8 and any condition precedent to such Consent or waiver having been satisfiedArticle VIII), conflict with with, or violate result in the breach of, or constitute a default under, or result in the termination, cancellation, modification or acceleration of any Law, Order right or Consent applicable to the Purchaser or Merger Sub obligation of Seller or any of its properties or assetsAffiliates under, (c) (i) violate, conflict with or result in a breach ofloss of any benefit to which Seller or any of its Affiliates is entitled under, (ii) constitute a default (any Contract, or an event whichresult in the creation of any Encumbrance upon any of the Transferred Assets or give rise to any Purchase Right, with in each case, whether after the filing of notice or the lapse of time or both, would constitute a defaultor (c) underassuming the entry of the [Confirmation]Transaction Order and the receipt of all consents, approvals, waivers and authorizations and the making of notices and filings set forth on Schedule 3.4 of the Seller Disclosure Schedule with respect to Government Entities or Self-Regulatory Organizations or required to be made or obtained by Buyer (iii) result in the terminationwhich assumption shall not apply to Section 5.8 and Article VIII), withdrawal, suspension, cancellation violate or modification of, (iv) accelerate the performance required by the Purchaser or Merger Sub under, (v) result in a right breach of termination or acceleration under, (vi) give rise constitute a default under any Law to any obligation to make payments which Seller or provide compensation under, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, material Contractits Affiliates is subject, or (d) result in the creation of under any Lien upon any of the properties or assets (other than any Permitted Liens) or capital stock or other equity interests of the Purchaser or Merger SubGovernmental Authorization, except for any deviations from any (which exception shall not apply to Section 5.8 and Article VIII), in the cases of the foregoing clauses (b) or and (c) ), conflicts, breaches, terminations, defaults, cancellations, accelerations, losses, violations, Encumbrances or Purchase Rights that would not reasonably be expected to benot, individually or in the aggregate, material reasonably be expected to Purchaser or Merger Subhave a Material Adverse Effect.

Non-Contravention. (a) The execution execution, delivery and delivery by each of the Purchaser and Merger Sub performance of this Agreement by Seller and each Ancillary Document of the Transaction Agreements, by Seller, the Company and the Company’s Subsidiaries to which it is the extent a party, and the consummation by the Purchaser and Merger Sub of the Transactions, transactions contemplated hereby and thereby and the compliance by each such Person with the Purchaser applicable terms and Merger Sub with any of the provisions conditions hereof and or thereof, do does not and will not (a) conflict with or violate the organizational or governing documents of any provision of their respective Organizational Documentssuch Person, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.03 hereofassuming that all Required Regulatory Approvals have been obtained or made, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfiedas applicable, conflict with or violate any Law, Order or Consent Law applicable to the Purchaser any such Person, or Merger Sub or any of its properties or assets, (c) (i) violateassuming that all Third Party Consents have been obtained or made, conflict with or as applicable, result in a any breach of, (ii) or violation of or constitute a default (or an event which, which with notice or lapse of time or both, would constitute become a default) under, (iii) or result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Purchaser or Merger Sub loss of a benefit under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments right of termination, cancellation, modification, amendment or provide compensation underacceleration of (whether after the filing of notice or otherwise), (vii) give rise to any obligation to obtain any third party Consent or provide require any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions Material Contract or provisions of, material Contract, or (d) result in the creation Permit of any Lien upon any of the properties or assets (other than any Permitted Liens) or capital stock or other equity interests of the Purchaser or Merger Subsuch Person, except for any deviations from any such conflict, violation, breach, default, loss, right or other occurrence that would not, in the case of the foregoing clauses (b) or and (c) that would not ), reasonably be expected to behave, individually or in the aggregate, material a Material Adverse Effect or materially delay or materially impair the consummation of the transactions contemplated by this Agreement or any of the Transaction Agreements. (b) Without limiting the generality of Section 2.03(a), the execution and delivery by Seller, the Company and the Company’s Subsidiaries of this Agreement and the Transaction Agreements, as applicable, and the performance by each such Person of their respective obligations hereunder and thereunder, as applicable, and the consummation of the transactions contemplated hereby and thereby, do not and will not operate to Purchaser invalidate or Merger Submaterially impair (i) any private mortgage or loan insurance or commitment of any private insurer relating to any Loans of the Company and Subsidiaries, (ii) any title insurance policy relating to any Loans of the Company and Subsidiaries, (iii) any hazard insurance policy relating to any Loans of the Company and Subsidiaries, (iv) any flood insurance policy relating to any Loans of the Company and Subsidiaries, (v) any fidelity bond, direct surety bond, or errors and omissions insurance policy required by any Governmental Authority or private insurer, or any surety or guaranty agreement relating to any Loans of the Company and Subsidiaries, or (vi) any insurance or guaranty obtained from any Governmental Authority relating to any Loans of the Company and Subsidiaries.

Non-Contravention. The execution execution, delivery and delivery performance by each the Seller or any of the Purchaser and Merger Sub Seller's Affiliates of this Agreement and each Ancillary Document to which it is a party, the consummation by the Purchaser and Merger Sub of the Transactions, and compliance by the Purchaser and Merger Sub with or any of the provisions hereof Related Agreements and thereof, do the consummation of any of the transactions contemplated hereby or thereby does not and will not not: (ai) conflict with or violate any provision of their respective Organizational Documentsthe Articles of Incorporation or By-laws of the Seller; (ii) except as set forth on Schedule 6.04, (b) subject to obtaining require on the Consents from Governmental Authorities referred to in Section 5.03 hereof, and part of the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to the Purchaser or Merger Sub Seller or any of its properties the Seller's Affiliates the filing with, or assetsany permit, authorization, consent or approval of any Governmental Authority; (ciii) (i) violateexcept as set forth on Schedule 6.04, conflict with or with, result in a breach of, constitute (ii) constitute a default (with or an event which, with without due notice or lapse of time or both, would constitute ) a default) default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require notice, consent or waiver under, any Contract to which the Seller or any of the Seller's Affiliates is a party or by which the Seller or any of the Seller's Affiliates is bound or to which any of the Purchased Assets or any of the Assumed Liabilities are subject; (iiiiv) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Purchaser or Merger Sub under, (v) result in imposition of a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, material Contract, or (d) result in the creation of any Lien upon any of the properties Purchased Assets; (v) violate any order, writ, injunction or assets (other than any Permitted Liens) or capital stock or other equity interests of decree, applicable to the Purchaser or Merger SubSeller, except for any deviations from any of the foregoing clauses (b) Seller's Affiliates, any of the Purchased Assets, or any of the Assumed Liabilities; or (cvi) that would not reasonably be expected violate in any material respect any statute, law, rule or regulation applicable to bethe Seller, individually or in any of the aggregateSeller's Affiliates, material to Purchaser any of the Purchased Assets, or Merger Subany of the Assumed Liabilities.

Non-Contravention. The execution execution, delivery and delivery performance by each of the Purchaser Seller and Merger Sub its Subsidiaries of this Agreement and each the Ancillary Document Documents to which it is they are, or as of the Closing will be, a party, and the consummation by the Purchaser and Merger Sub of the Transactions, transactions contemplated hereby and compliance by the Purchaser and Merger Sub with any of the provisions hereof and thereofthereby, do not and will not (ai) conflict with or violate any provision of their Seller’s or its Subsidiaries’ respective Organizational Documentsorganizational documents, (bii) subject to obtaining assuming the Consents from Governmental Authorities referred to receipt of all consents, approvals, waivers, novations and authorizations and the making of the notices and filings listed in Section 5.03 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent 4.4 or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to the Purchaser or Merger Sub or any of its properties or assets, (c) (i) violateset forth on Seller Schedule 4.4, conflict with or result in a violation or breach of, (ii) or constitute a default under, or result in the termination, cancellation, modification or acceleration (or an event which, with whether after the filing of notice or the lapse of time or both, would constitute a default) of any right or obligation of Seller or any of its Subsidiaries under, (iii) or result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required any right of buy-out by the Purchaser or Merger Sub any third party under, (v) or result in a right loss of termination any benefit to which Seller or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term of its Subsidiaries is entitled under, any of the terms, conditions Material Contract or provisions of, material Contract, or (d) result in the creation of any Lien Encumbrance upon any of the properties or assets Transferred Assets (other than Permitted Encumbrances), or (iii) assuming the receipt of all consents, approvals, waivers, novations and authorizations and the making of notices and filings listed in Section 4.4 or set forth on Seller Schedule 4.4 or required to be made or obtained by Buyer, conflict with or result in a violation or breach of, or constitute a default under, any Permitted Liens) Law to which the Transferred Business is subject, or capital stock or under any Governmental Authorizations, other equity interests than, in the case of the Purchaser or Merger Sub, except for any deviations from any of the foregoing clauses (bii) and (iii), conflicts, violations, breaches, defaults, terminations, cancellations, modifications, accelerations, losses or (c) Encumbrances that would not reasonably be expected to benot, individually or in the aggregate, material reasonably be expected to Purchaser or Merger Sub.have a Seller Material Adverse Effect (disregarding clauses (vi) and

Non-Contravention. The execution and delivery by each of the Purchaser and Merger Sub such Seller of this Agreement and each Ancillary Document to which it is a partyany Other Agreement, and the performance by such Seller of such Seller’s obligations hereunder and thereunder and the consummation by the Purchaser and Merger Sub of the Transactionstransactions contemplated hereby and thereby, and compliance by the Purchaser and Merger Sub with any of the provisions hereof and thereof, do not and will not (a) conflict with result in the violation by such Seller of any statute, law, rule, regulation or violate ordinance (collectively, “Laws”), or any provision judgment, decree, order, writ, permit or license (collectively, “Orders”), of their respective Organizational Documentsany Governmental or Regulatory Authority, applicable to such Seller, or (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.03 hereofconflict with, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to the Purchaser or Merger Sub or any of its properties or assets, (c) (i) violate, conflict with or result in a violation or breach of, constitute (ii) constitute a default (with or an event which, with without notice or lapse of time or both, would constitute ) a default) default under, or require such Seller to obtain any consent, approval or action of, make any filing with or give any notice to, or result in or give to any Person (iiias defined in Section 9.4) any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the terminationcreation or imposition of any Lien upon any of the assets or properties of such Seller, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Purchaser or Merger Sub under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, under any of the terms, conditions or provisions ofof any agreement, material Contractcommitment, lease, license, evidence of indebtedness, mortgage, indenture, security agreement, instrument, note, bond, franchise, permit, concession, or (d) result in the creation other instrument, obligation or agreement of any Lien upon kind, written or oral (collectively, “Contracts”) to which such Seller is a party or by which such Seller or any of the his or her assets or properties or assets (other than are bound except for, in any Permitted Liens) or capital stock or other equity interests of the Purchaser or Merger Subsuch case, except for any deviations from any of the foregoing clauses (b) or (c) that such failures as would not reasonably be expected to benot, individually or in the aggregate, material have a Seller Material Adverse Effect. The term “Seller Material Adverse Effect” shall mean any circumstance, change in or effect on such Seller that is or would reasonably be likely to Purchaser be materially adverse to such Seller’s ability to consummate any transaction contemplated to be undertaken by it under this Agreement or Merger Subany Other Agreement to which it is a party. The execution and delivery by Zyman of this Agreement and any Other Agreement, and the performance by Zyman of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby, will not result in a violation or breach of any provision of its organizational documents.

Non-Contravention. The execution and delivery by each of the Purchaser and Merger Sub of this Agreement by Union Drilling does not, and each Ancillary Document to which it is a party, the consummation by the Purchaser and Merger Sub of the Transactions, and compliance by the Purchaser and Merger Sub with any of the provisions hereof and thereof, do not and Contemplated Transactions will not (a) conflict with or violate any provision of their respective Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.03 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to the Purchaser or Merger Sub or any of its properties or assets, (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with without notice or lapse of time or both), would constitute a default(i) underviolate or conflict with any provision of the Articles of Incorporation or Bylaws of Union Drilling or similar governing documents of any of Union Drilling's Subsidiaries, (ii) subject to obtaining the Union Drilling Required Statutory Approvals, violate or conflict with any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority (as hereinafter defined) applicable to Union Drilling or any of its Subsidiaries or any of their respective Assets, or (iii) violate, conflict with, or result in a breach of any provision of, or constitute a default under, or trigger any obligation to repurchase, redeem or otherwise retire indebtedness under, or result in the termination, withdrawal, suspension, cancellation or modification termination of, (iv) or accelerate the performance required by the Purchaser by, or Merger Sub under, (v) result in a right of termination termination, cancellation, or acceleration of any obligation or the loss of a material benefit under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, material Contract, or (d) result in the creation of any Lien Encumbrance upon any of the properties Assets of Union Drilling or assets (other than any Permitted Liens) or capital stock of its Subsidiaries pursuant to any provisions of, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other equity interests instrument, obligation or agreement of the Purchaser any kind to which Union Drilling or Merger Subany of its Subsidiaries is now a party or by which it or any of its Assets is bound or affected, except for any deviations from any in connection with the Financing and, in the case of the foregoing clauses (bii) or and (c) that iii), as would not reasonably be expected to benot, individually or in the aggregate, material have or be reasonably likely to Purchaser or Merger Subhave a Union Drilling Material Adverse Effect.

Non-Contravention. The execution and delivery by each of the Purchaser and Merger Sub of this Agreement and each Ancillary Document to which it is a party, the consummation by the Purchaser and Merger Sub of the Transactionstransactions contemplated hereby and thereby, and compliance by the Purchaser and Merger Sub with any of the provisions hereof and thereof, do not and will not (a) conflict with or violate any provision of their respective Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.03 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to the Purchaser or Merger Sub or any of its properties or assets, (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Purchaser or Merger Sub under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, material Contract, or (d) result in the creation of any Lien upon any of the properties or assets (other than any Permitted Liens) or capital stock or other equity interests of the Purchaser or Merger Sub, except for any deviations from any of the foregoing clauses (b) or (c) that would not reasonably be expected to be, individually or in the aggregate, material to Purchaser or Merger Sub.

Non-Contravention. The execution and delivery by each of the Purchaser and Merger Sub Tribune of this Agreement and the other Transaction Documents to which it is or will be a party (and the execution and delivery by each Ancillary Tribune Subsidiary Entity of each of the Transaction Documents to which it is or will be a party), the performance by Tribune of its obligations hereunder and thereunder (and the performance by each Tribune Subsidiary Entity of its obligations under each Transaction Document to which it is or will be a party), the consummation by the Purchaser and Merger Sub Tribune of the Transactionstransactions contemplated hereby and thereby (and the consummation by each Tribune Subsidiary Entity of the transactions contemplated by each Transaction Document to which it is or will be a party), and the compliance by the Purchaser and Merger Sub Tribune with any of the provisions hereof and thereofthereof (and the compliance by each Tribune Subsidiary Entity with any of the provisions of any Transaction Document to which it is or will be a party), do does not and will not shall not: (a) conflict with or violate any provision of their respective Organizational Documents, the certificate of incorporation or bylaws (bor comparable organizational documents with different names) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.03 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to the Purchaser or Merger Sub of Tribune or any of its properties Subsidiaries; (b) require on the part of Tribune or assetsany of its Subsidiaries any notice or filing with, or any material Permit, or other authorization of, or any exemption by, any Government Authority, except in connection with or in compliance with the provisions of the HSR Act; (c) (i) violateexcept as set forth on Schedule 2.4, conflict with or with, result in a violation or breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification acceleration of, (iv) accelerate the performance required by the Purchaser or Merger Sub under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation right to make payments accelerate, terminate, modify or provide compensation cancel, or require any notice, consent, authorization, approval or waiver under, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty create or change in delivery schedule, accelerate the maturity any rights or performance, cancel, terminate or modify any right, benefit, obligation or other term obligations under, any Contract to which Tribune or any of its Subsidiaries is a party or any Permit by which any of the termsassets or businesses is bound or otherwise subject, conditions or provisions ofincluding, material without limitation, any Business Permit, Newsday Contract, Newsday Asset or Newsday Liability; (d) result in the creation or imposition of any Lien upon upon, or any Person obtaining any right to acquire, any of the properties Newsday Assets; (e) violate or breach the terms of or cause any default under any Law applicable to the Business or the Newsday Assets or Tribune or any of its Subsidiaries or any of their respective properties, assets or securities; or (other than f) with the passage of time, the giving of notice or the taking of any Permitted Liens) or capital stock or other equity interests of the Purchaser or Merger Subaction by another Person, except for any deviations from have any of the foregoing effects described in clauses (ba) or through (e) of this Section 2.4, with such exceptions in the case of clauses (c) that would not reasonably be expected to bethrough (f) as, individually or and in the aggregate, material do not have, and are not reasonably likely to Purchaser or Merger Subhave, a Material Adverse Effect.

Non-Contravention. The Assuming that the consents and approvals set forth in Schedule 4.3 are obtained, the execution and delivery by each of the Purchaser and Merger Sub Seller of this Agreement does not, and the execution and delivery by each Ancillary Document to which it is a party, the consummation by the Purchaser and Merger Sub Seller of the Transactions, other Seller Documents at the Closing and compliance by the Purchaser and Merger Sub with any consummation of the provisions hereof transactions contemplated hereby and thereofthereby will not, do not and will not (ai) conflict with violate or violate result in a breach of any provision of their the respective Organizational Documentsarticles of incorporation or bylaws of each Seller, each as amended to date, (bii) subject result in a breach of, or constitute (with due notice or lapse of time, or both) a default (or give rise to obtaining the Consents from Governmental Authorities referred to any right of termination, cancellation or acceleration or otherwise be in Section 5.03 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to the Purchaser or Merger Sub or any of its properties or assets, (c) (i) violate, conflict with or result in a breach of, (iiloss of contractual benefits) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Purchaser or Merger Sub under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of under the terms, conditions or provisions ofof any note, material Contractbond, mortgage, indenture, license, agreement, lease or other instrument or obligation to which any Seller is a party or by which any Seller or any of the Purchased Assets may be bound, (iii) violate any order, writ, injunction, decree, statute, rule, regulation, ordinance, code or other legal requirement applicable to each Seller, any of the Purchased Assets, or the Business (dexcluding from the foregoing clauses (ii) and (iii) such defaults and violations which would not have a material adverse effect on the Purchased Assets or the Business), (iv) result in the creation of any Lien Encumbrance upon any of the properties Purchased Assets or assets the Facility, or (other than any Permitted Liensv) interfere with or capital stock or other equity interests otherwise adversely affect the ability of the Purchaser or Merger Sub, except for any deviations from Buyer and/or any of its designees acquiring the foregoing clauses (b) or (c) that would not reasonably be expected Purchased Assets to be, individually or in carry on the aggregate, material to Purchaser or Merger SubBusiness after the Closing Date on substantially the same basis as it is now conducted by Seller.

Non-Contravention. (a) The execution and delivery by each of the Purchaser and Merger Sub of this Agreement and each Ancillary Document to which it is a partyby Seller does not, the consummation by the Purchaser execution and Merger Sub delivery of the Transactions, and compliance by Ancillary Agreements at the Purchaser and Merger Sub with any of the provisions hereof and thereof, do not and Closing will not (a) conflict with or violate any provision of their respective Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.03 hereofnot, and the waiting periods referred to therein having expired, consummation of the Transactions and any condition precedent to such Consent or waiver having been satisfiedcompliance with the terms and conditions hereof and thereof will not, conflict with or violate any Lawwith, Order or Consent applicable to the Purchaser or Merger Sub or any of its properties or assets, (c) (i) violate, conflict with or result in a breach of, (ii) constitute a any violation of or default (with or an event which, with without notice or lapse of time time, or both, would constitute a default) under, (iii) result in the or give rise to a right of termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Purchaser acceleration of any obligation or Merger Sub loss of a material benefit under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, material Contract, or (d) result in the creation of any Lien Liens (other than Permitted Encumbrances) upon any of the properties Purchased Assets under, any provision of (i) the certificate of incorporation or assets bylaws of Seller, (ii) any Assumed Contract, (iii) any Transferred Governmental Authorization, or (iv) any judgment, order or decree, or, subject to the matters referred to in Section 5.3(b), Laws applicable to Seller, the Facility Operations or the Purchased Assets, other than any Permitted Liens) or capital stock or other equity interests than, in the case of the Purchaser or Merger Sub, except for any deviations from any of the foregoing clauses (bii) or and (ciii) above, any such items that would not reasonably be expected to benot, individually or in the aggregate, reasonably be expected to be material to Purchaser the Facility Operations or Merger Subthe Purchased Assets. (b) No material consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental Authority is required to be obtained or made by or with respect to Seller in connection with the execution, delivery and performance of this Agreement, the Ancillary Agreements or the consummation of the Transactions other than (i) compliance with and filings under applicable Law in connection with the Specified Governmental Authorizations and (ii) such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations and filings as may be required under Laws applicable to the Facility Operations or the Purchased Assets the absence of which, or the failure to make or obtain which, would not, individually or in the aggregate, reasonably be expected to be material to the Facility Operations or the Purchased Assets.

Non-Contravention. The execution and delivery by each Subject to the receipt of the Purchaser Tellurian Stockholder Approval, the execution, delivery and Merger Sub performance by Tellurian of this Agreement and each Ancillary Document to which it is a party, the consummation by the Purchaser and Merger Sub it of the Transactions, and compliance by the Purchaser and Merger Sub with any of the provisions hereof and thereoftransactions contemplated hereby, do not and will not (a) conflict with or violate any provision of their respective Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.03 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to the Purchaser or Merger Sub or any of its properties or assets, (c) (i) violate, conflict with or result in a breach ofviolation of any provision of the certificate of incorporation, bylaws or other governing instruments of Tellurian or any of its Subsidiaries, (ii) conflict with or result in a violation of any provision of, or constitute a default (with or an event which, with without the giving of notice or lapse the passage of time or both) a default under, would constitute or give rise (with or without the giving of notice or the passage of time or both) to any right of termination, cancellation or acceleration under, any bond, debenture, note, mortgage, indenture, lease, contract, agreement or other instrument or obligation to which Tellurian or any of its Subsidiaries is a default) underparty or by which Tellurian or any of its Subsidiaries may be bound, (iii) result in the terminationcreation or imposition of any Encumbrance upon any property of Tellurian or any of its Subsidiaries except for Permitted Encumbrances and Encumbrances set forth in Section 4.4 of the Tellurian Disclosure Schedule, withdrawal, suspension, cancellation or modification of, (iv) accelerate assuming compliance with the performance required by matters referred to in Section 4.6, violate any applicable Law binding upon Tellurian or any of its Subsidiaries, except, in the Purchaser or Merger Sub undercase of clauses (ii), (viii) result in a right of termination or acceleration underand (iv) above, (vi) give rise to any obligation to make payments or provide compensation under, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, material Contract, or (d) result in the creation of any Lien upon any of the properties or assets (other than any Permitted Liens) or capital stock or other equity interests of the Purchaser or Merger Sub, except for any deviations from any of the foregoing clauses (b) such conflicts, violations, defaults, terminations, cancellations, accelerations or (c) that Encumbrances which would not reasonably be expected to benot, individually or in the aggregate, material to Purchaser or Merger Subhave a Material Adverse Effect on Tellurian.

Non-Contravention. The execution and delivery by each (a) Subject to the receipt of the Purchaser Regulatory Approvals and the compliance with any conditions contained therein, the receipt of the affirmative vote of the majority of the outstanding shares of Company Common Stock, the filing of the Articles of Merger Sub with the Maryland State Department of Assessments and Taxation, the filing of the Articles of Merger with the Secretary of the Commonwealth and the non-objection to the mailing of the Company Proxy Statement by the SEC, the execution, delivery and performance of this Agreement and each Ancillary Document to which it is a partythe consummation of the transactions contemplated hereby (including, without limitation, the consummation Merger) by the Purchaser Buyer and Merger Sub of the Transactions, and compliance by the Purchaser and Merger Sub with any of the provisions hereof and thereof, do not and LLC will not (ai) conflict with constitute a breach or violate violation of, or a default under, result in a right of termination, or the acceleration of any provision right or obligation under, any law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise or other agreement of Buyer, Merger LLC or of any of their respective Organizational DocumentsSubsidiaries or to which Buyer, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.03 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to the Purchaser or Merger Sub LLC or any of its their Subsidiaries, properties or assets, (c) (i) violate, conflict with assets is subject or result in a breach ofbound, (ii) constitute a breach or violation of, or a default (under the organizational documents of Buyer or an event whichMerger LLC, with notice or lapse of time or both, would constitute a default) under, (iii) result in require the termination, withdrawal, suspension, cancellation consent or modification of, (iv) accelerate the performance required by the Purchaser or Merger Sub under, (v) result in a right approval of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) give rise to any obligation to obtain any third party Consent or provide Governmental Authority under any notice to any Person or (viii) give any Person the right to declare a defaultsuch law, exercise any remedyrule, claim a rebateregulation, chargebackjudgment, penalty or change in delivery scheduledecree, accelerate the maturity or performanceorder, cancelpermit, terminate or modify any rightlicense, benefitcredit agreement, obligation indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise or other term underagreement, any of the termsexcept, conditions or provisions of, material Contract, or (d) result in the creation case of any Lien upon any of the properties clause (i), for breaches or assets (other than any Permitted Liens) or capital stock or other equity interests of the Purchaser or Merger Sub, except for any deviations from any of the foregoing clauses (b) or (c) that would not reasonably be expected to be, violations individually or in the aggregate, material which will not reasonably be expected to Purchaser have a Buyer Material Adverse Effect. (b) As of the date hereof, Buyer and Merger LLC have no Knowledge of any reasons relating to Buyer or Merger SubBuyer Bank (i) why all of the Regulatory Approvals shall not be procured from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement or (ii) why any Burdensome Condition would be imposed.

Non-Contravention. The execution and delivery by each Company is not (i) in violation of its certificate of incorporation or bylaws, as in effect on the date hereof; (ii) to the best knowledge of the Purchaser and Merger Sub Company, in violation of this Agreement and each Ancillary Document to which it is a party, the consummation by the Purchaser and Merger Sub of the Transactions, and compliance by the Purchaser and Merger Sub with any of the provisions hereof and thereof, do not and will not (a) conflict with or violate any provision of their respective Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.03 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent Law applicable to the Purchaser Company or Merger Sub any subsidiary of the Company; or (iii) except as described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 (the “Form 10-K”) and Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 (the “June 2011 Form 10-Q”), in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, lease or other instrument to which the Company or any of its properties subsidiaries is a party or assetsby which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (c) (i) violateeach, conflict with or result an “Existing Instrument”), except, in a breach of, the case of clauses (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, and (iii) result in the termination, withdrawal, suspension, cancellation for such violations or modification of, (iv) accelerate the performance required by the Purchaser or Merger Sub under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, material Contract, or (d) result in the creation of any Lien upon any of the properties or assets (other than any Permitted Liens) or capital stock or other equity interests of the Purchaser or Merger Sub, except for any deviations from any of the foregoing clauses (b) or (c) that Defaults as would not reasonably be expected to benot, individually or in the aggregate, result in a material adverse effect on the consolidated financial position, stockholders’ equity, results of operation, or business of the Company and its subsidiaries taken as a whole (a “Material Adverse Effect”). The Company’s execution, delivery and performance of this Agreement and the other Transaction Documents, the consummation of the transactions contemplated hereby and thereby, the Class A Sale, and the issuance and sale of the Class B Shares will not (x) conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any Lien upon any property or assets of the Company or any subsidiary pursuant to, or require the consent of any other party to, any Existing Instrument, (y) result in any violation of any Law applicable to Purchaser the Company or Merger Subany subsidiary or (z) violate the certificate of incorporation or bylaws of the Company as in effect on the date hereof. No consent, approval, authorization or other order of, or registration or filing with, any Governmental Authority is required for the Company’s execution, delivery and performance of this Agreement and the other Transaction Documents and consummation of the transactions contemplated hereby and thereby except such consent, approval, authorization or other order or registration or filing (including the Form 8-K (as defined herein)) as set forth herein as has been obtained or made by the Company and except where the failure to obtain such consent, approval, authorization or order or to make such filing or registration would not, individually or in the aggregate, result in a Material Adverse Effect or otherwise affect the parties’ ability to consummate the transaction or result in the rescission thereof. For purposes of this Agreement, (1) “Law” shall mean any law, statute, rule, regulation, ordinance, order, code, common law, arbitration award, judgment, decree, order or other legal requirement of any Governmental Authority, and the rules of any stock exchange, as applicable; (2) “Governmental Authority” shall mean any federal, state, local or foreign government or any subdivision, authority, department, commission, board, bureau, agency, court or other instrumentality thereof; (3) “Liens” shall mean liens, mortgages, pledges, charges, security interests, claims and other encumbrances; and (4) “best knowledge of the Company” shall mean the best knowledge of any of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, after due inquiry.

Non-Contravention. The execution and delivery of this Agreement by each of Trident, Fountain, AcquisitionCo and Merger Sub, the Purchaser execution and delivery of the Separation Agreement by each of Trident and Fountain and the execution of each Ancillary Agreement by Trident and any of its Subsidiaries contemplated to be a party thereto does not or will not (as applicable), and the consummation of the Transactions Table of Contents by each of Trident, Fountain, AcquisitionCo and Merger Sub of this Agreement and each Ancillary Document to which it is a party, the consummation by the Purchaser and Merger Sub (assuming receipt of the Transactions, and compliance by the Purchaser and Merger Sub with any of the provisions hereof and thereof, do not and Trident Shareholder Approval) will not (awith or without notice or lapse of time or both), (i) violate or conflict with or violate any provision of their respective the Organizational DocumentsDocuments of Trident, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.03 hereofFountain, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to the Purchaser AcquisitionCo or Merger Sub or any of its Trident’s Subsidiaries contemplated to be a party to any Ancillary Agreement, (ii) subject to obtaining the Trident Regulatory Approvals, violate or conflict with any Laws or Orders applicable to Trident, Fountain, AcquisitionCo or Merger Sub or any of Trident’s Subsidiaries contemplated to be a party to any Ancillary Agreement or any of their respective Assets, rights or properties or assets, (c) (iiii) violate, conflict with or result in a breach of any provision of, (ii) or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) or trigger any obligation to repurchase, redeem or otherwise retire indebtedness under, or result in the termination, withdrawal, suspension, cancellation or modification termination of, (iv) loss of a benefit under or accelerate the performance required by the Purchaser by, or Merger Sub under, (v) result in a right of termination termination, cancellation, guaranteed payment or acceleration of any obligation under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, material Contract, or (d) result in the creation of any Lien Security Interest upon any of the properties properties, rights or assets (other than any Permitted Liens) or capital stock or other equity interests Assets of the Purchaser Trident, Fountain, AcquisitionCo or Merger SubSub or any of Trident’s Subsidiaries contemplated to be a party to any Ancillary Agreement pursuant to any provisions of, except any Permit or Contract (including the Fountain Material Contracts) to which Trident, Fountain, AcquisitionCo or Merger Sub or any of Trident’s Subsidiaries contemplated to be a party to any Ancillary Agreement is now a party or by which they or any of their Assets, rights or properties may be bound or have any rights under, or trigger any buy-sell or similar agreements, except, in the case of clauses (ii) and (iii) above for any deviations from any breach, violation, termination, loss, default, acceleration, change, conflict, triggering of the foregoing clauses (b) obligation or (c) Security Interest that would not reasonably be expected to behave, individually or in the aggregate, material to Purchaser or Merger Suba Fountain Business MAE.

Non-Contravention. The execution and delivery by each of the Purchaser and Merger Sub of this Agreement and each the Ancillary Document to which it is a partyAgreements by Seller and its Affiliates, the consummation by the Purchaser and Merger Sub of the Transactionsas applicable, and compliance by the Purchaser performance of its and Merger Sub with any of the provisions hereof their obligations hereunder and thereof, thereunder do not and will not (a) conflict with or violate breach any provision of their respective Organizational Documents, the organizational documents of Seller or any of the Acquired Companies; (b) subject assuming receipt of the Seller Approvals, Purchaser Approvals, and/or Required Approvals, materially impair or delay the ability of Seller or its Affiliates to obtaining perform their respective obligations under this Agreement or the Consents from Governmental Authorities referred to in Section 5.03 hereofAncillary Agreements; (c) assuming receipt of the Seller Approvals, and the waiting periods referred to therein having expiredPurchaser Approvals, and any condition precedent to such Consent or waiver having been satisfiedand/or Required Approvals, conflict with or violate breach any Lawprovision of any applicable Law or other Governmental Order by which Seller, Order any of its Affiliates, or Consent applicable to the Purchaser or Merger Sub Acquired Companies or any of its properties their respective properties, rights or assetsassets is bound or subject; (d) require any consent of or other action by any Person under, (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event whichthat, with or without notice or lapse of time or both, would constitute a default) default under, (iii) result in the or cause or permit termination, withdrawalcancellation, acceleration, suspension, cancellation limitation, amendments, modification, restriction, non-renewal, revocation, impairment, alteration, rights to receive additional payment under or modification of, (iv) accelerate the performance required by the Purchaser other change of any right or Merger Sub under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term the loss of any benefit under, any provision of a Significant Contract or any material Permit of the terms, conditions or provisions of, material Contract, Acquired Companies; or (de) result in the creation or imposition of any Lien upon any of the properties or assets (Encumbrances other than any Permitted Liens) or capital stock or other equity interests of the Purchaser or Merger Sub, except for any deviations from any of the foregoing clauses (b) or (c) that would not reasonably be expected to be, individually or in the aggregate, material to Purchaser or Merger SubEncumbrances.

Non-Contravention. The execution Except with respect to Contracts to be satisfied in full or terminated in connection with the Debt Refinancings, the execution, delivery and delivery performance by each of the Purchaser and Merger Sub Triarc Parties of this Agreement and each of the Ancillary Document Agreements to which it is a partyparty do not, and the consummation by the Purchaser and Merger Sub each of the Transactions, and compliance by the Purchaser and Merger Sub with any Triarc Parties of the provisions hereof transactions contemplated hereby and thereof, do not and thereby will not (a) contravene, conflict with with, or violate result in any provision violation or breach of, the articles of their respective Organizational Documentsincorporation or by-laws (or comparable organizational instruments) of any of the Triarc Parties or ARG or any of its Subsidiaries, (b) subject to obtaining the Consents from Governmental Authorities referred to contravene or conflict with, or result in Section 5.03 hereofany violation or breach of, and the waiting periods referred to therein having expiredin any material respect, and any condition precedent to such Consent Laws, Orders or waiver having been satisfied, conflict with or violate any Law, Order or Consent Permits applicable to any of the Purchaser Triarc Parties or Merger Sub ARG or any of its properties Subsidiaries or assetsby which any assets of any of the Triarc Parties or ARG or any of its Subsidiaries are bound, assuming that all consents, approvals, authorizations, filings and notifications described in Section 3.05, Section 4.04 and Section 5.05 have been obtained or made, (c) (i) violate, conflict with or result in a any violation or breach of, (ii) or constitute a default (with or an event which, with without notice or lapse of time or both, would constitute a default) under, (iiix) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Purchaser or Merger Sub under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person ARG Material Contract or (viiiy) give any Person the right other Contract to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, which any of the terms, conditions Triarc Parties or provisions of, material Contract, ARG or (d) result in the creation any of its Subsidiaries is a party or by which any Lien upon assets of any of the properties Triarc Parties or assets (ARG or any of its Subsidiaries are bound, other than in the case of this clause (y) any Permitted Liens) such violation, breach or capital stock or other equity interests of the Purchaser or Merger Sub, except for any deviations from any of the foregoing clauses (b) or (c) default that would not reasonably be expected to be, individually or in the aggregate, material to Purchaser ARG and its Subsidiaries, taken as a whole, (d) require any consent, approval or Merger Subother authorization of, or filing with or notification to, any Person under (x) any ARG Material Contract or (y) any other Contract to which any of the Triarc Parties or ARG or any of its Subsidiaries is a party or by which any assets of any of the Triarc Parties or ARG or any of its Subsidiaries are bound, other than in the case of this clause (y) any such consent, approval, authorization, filing or notification that, if not obtained or made, would not reasonably be expected to be, individually or in the aggregate, material to ARG and its Subsidiaries, taken as a whole, (e) give rise to any termination, cancellation, amendment, modification or acceleration of any rights or obligations under (x) any ARG Material Contract or (y) any other Contract to which any of the Triarc Parties or ARG or any of its Subsidiaries is a party or by which any assets of any of the Triarc Parties or ARG or any of its Subsidiaries are bound, other than in the case of this clause (y) any such termination, cancellation, amendment, modification or acceleration that would not reasonably be expected to be, individually or in the aggregate, material to ARG and its Subsidiaries, taken as a whole, or (f) cause the creation or imposition of any Liens (other than Permitted Liens) on any material assets of any of the Triarc Parties or ARG or any of its Subsidiaries.

Non-Contravention. The execution and delivery by each of the Purchaser and Merger Sub of this Agreement and each Ancillary Document to which it is a partyby the Company, the consummation performance by the Purchaser Company of its covenants and Merger Sub obligations under this Agreement, and the consummation of the Transactions, and compliance by the Purchaser and Merger Sub with any of the provisions hereof and thereof, do not and will not (a) violate or conflict with or violate any provision of their respective Organizational Documentsthe Charter (subject to, in the case of the consummation of the Merger, obtaining the Requisite Stockholder Approval) or the Bylaws or the equivalent organizational or governing documents of any Subsidiary of the Company; (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.03 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to the Purchaser or Merger Sub or any of its properties or assets, (c) (i) violate, conflict with or with, result in a the breach of, (ii) constitute a default (or an event whichthat, with notice or lapse of time or both, would constitute become a default) underpursuant to, (iii) result in the termination, withdrawal, suspension, cancellation or modification termination of, (iv) accelerate the performance required by by, result in the Purchaser or Merger Sub loss of a benefit under, (v) or result in a right of termination or acceleration under, (vi) give rise pursuant to any obligation to make payments Contract, Permit, concession or provide compensation under, (vii) give rise to any obligation to obtain any third party Consent right binding upon the Company or provide any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of its Subsidiaries or by or to which any of their respective properties, rights or assets are bound or subject; (c) assuming all Consents and authorizations referred to in Section 3.6 have been obtained and all filings, registrations and notifications referred to in Section 3.6 have been made and, subject to, in the termscase of the consummation of the Merger, conditions obtaining the Requisite Stockholder Approval, violate or provisions of, material Contract, conflict with any Law applicable to the Company or any of its Subsidiaries or by which any of their respective properties or assets are bound; or (d) result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets (other than any Permitted Liens) or capital stock or other equity interests of the Purchaser Company or Merger Subany of its Subsidiaries, except for any deviations from any in the case of the foregoing each of clauses (b) or ), (c) and (d) for such violations, conflicts, breaches, defaults, terminations, accelerations, loss of benefits or Liens that have not had, and would not reasonably be expected to behave, individually or in the aggregate, material a Company Material Adverse Effect and that have not prevented, materially impaired or materially delayed, and would not reasonably be expected to Purchaser prevent, materially impair or materially delay, the consummation of the Merger Subor the ability of the Company to perform its covenants and obligations pursuant to this Agreement.

Non-Contravention. The execution and delivery by each the Company of this Agreement, the performance by the Company of its covenants and obligations hereunder and the consummation of the Purchaser and Merger Sub of this Agreement and each Ancillary Document to which it is a partyOffer, the consummation by Merger and the Purchaser and Merger Sub of the Transactions, and compliance by the Purchaser and Merger Sub with any of the provisions hereof and thereof, do not and other transactions contemplated hereby will not (a) violate or conflict with or violate any provision of their respective Organizational Documents(i) the Company Certificate of Incorporation or the Company By-Laws or (ii) the comparable organizational documents of any of the Company’s Subsidiaries, subject to, in the case of the Merger, if required by applicable Law, obtaining the Stockholder Approval, (b) subject to obtaining the such Consents from Governmental Authorities referred to set forth in Section 5.03 hereof4.5 of the Company Disclosure Letter, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to the Purchaser or Merger Sub or any of its properties or assets, (c) (i) violate, conflict with with, or result in a the breach of, (ii) of or constitute a default (or an event which, which with notice or lapse of time or both, both would constitute become a default) under, (iii) or result in the termination, withdrawal, suspension, cancellation or modification termination of, (iv) or accelerate the performance required by the Purchaser by, or Merger Sub under, (v) result in a right of termination or acceleration under, (vi) give rise any Contract to any obligation to make payments which the Company or provide compensation under, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the termsCompany’s Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets are bound, conditions (c) assuming the Consents referred to in Section 4.5 of the Company Disclosure Letter and in Section 4.6 are obtained or provisions ofmade, material Contractand assuming the accuracy of the representations and warranties of Parent and Acquisition Sub in Section 5.7(a), and subject to, in the case of the Merger, if required by applicable Law, obtaining the Stockholder Approval, violate or conflict with any Law or Order, applicable to the Company or any of its Subsidiaries or by which any of their properties or assets are bound, which violation or conflict is materially adverse to the Company and its Subsidiaries, taken as a whole, or (d) result in the creation of any Lien (other than Permitted Liens and Liens imposed by Parent or Merger Sub pursuant to the Debt Financing) upon any of the properties or assets (other than any Permitted Liens) or capital stock or other equity interests of the Purchaser Company or Merger Subany of its Subsidiaries, except for any deviations from any in the case of the foregoing each of clauses (a)(ii) and (b) above, for such violations, conflicts, defaults, terminations, accelerations or (c) that Liens which would not reasonably be expected to behave, individually or in the aggregate, material to Purchaser a Company Material Adverse Effect or Merger Subprevent or materially delay the consummation by the Company of the transactions contemplated hereby.

Non-Contravention. The execution execution, delivery and delivery performance by each of the Purchaser Seller and Merger Sub Seller Affiliate (as applicable) of this Agreement and each the Ancillary Document Documents to which it such Seller is a party, and the consummation by the Purchaser and Merger Sub of the Transactions, transactions contemplated hereby and compliance by the Purchaser and Merger Sub with any of the provisions hereof and thereofthereby, do not and will not (ai) conflict with or violate any provision of their such Seller’s or Seller Affiliate’s (as applicable) respective Organizational Documentsorganizational documents, (bii) subject to obtaining assuming the Consents from Governmental Authorities referred to receipt of all consents, approvals, waivers and authorizations and the making of the notices and filings described in Section 5.03 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent 4.4 or waiver having been satisfied, conflict with set forth on Seller Disclosure Schedule 4.4 or violate any Law, Order or Consent applicable to the Purchaser or Merger Sub or any of its properties or assets, (c) (i) violateSeller Disclosure Schedule 4.5, conflict with or result in a violation or breach of, (ii) or constitute a default under, or result in the termination, cancellation, modification or acceleration (or an event which, with whether after the filing of notice or the lapse of time or both, would constitute a default) of any right or obligation of such Seller under, (iii) or result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required any right of buy-out by the Purchaser or Merger Sub any third party under, (v) or result in a right loss of termination or acceleration under, (vi) give rise any benefit to any obligation to make payments or provide compensation under, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term which such Seller is entitled under, any of the terms, conditions Material Contract or provisions of, material Contract, or (d) result in the creation of any Lien Encumbrance upon the stock or equity interests of any of the properties or assets (other than any Permitted Liens) or capital stock or other equity interests of the Purchaser or Merger SubTransferred Companies, except for any deviations from any of the foregoing clauses (b) or (ciii) assuming the receipt of all consents, approvals, waivers and authorizations and the making of notices and filings described in Section 4.4 or set forth on Seller Disclosure Schedule 4.4 or required to be made or obtained by Buyer, conflict with or result in a violation or breach of, or constitute a default under, any Law to which the Transferred Companies are subject, or under any Governmental Authorizations, other than, in the case of clause (iii), conflicts, violations, breaches, defaults, terminations, cancellations, modifications, accelerations, losses or Encumbrances that would not reasonably be expected to benot, individually or in the aggregate, material reasonably be expected to Purchaser have a Seller Material Adverse Effect or Merger Subprevent or materially impair or delay such Seller’s ability to perform their respective obligations under this Agreement.

Non-Contravention. The execution execution, delivery, and delivery by performance of the Contemplated Transactions and each of the Purchaser and Merger Sub of this Agreement and each Ancillary Document Transaction Agreements will not, subject to which it is a party, the consummation by the Purchaser and Merger Sub of the Transactions, and compliance by the Purchaser and Merger Sub with any of the provisions hereof and thereof, do not and will not obtaining Stockholder approval: (a) conflict Conflict with or violate any provision of their respective Organizational Documents, the certificate of incorporation or bylaws of Company; (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.03 hereofRequire any consent, and the waiting periods referred to therein having expiredwaiver, and any condition precedent to such Consent approval, order, authorization or waiver having been satisfiedpermit of, conflict or registration, filing with or violate notification to, any LawGovernmental Body of the United States, Order other than such as have been made or Consent applicable to the Purchaser or Merger Sub or any of its properties or assetsobtained, (c) except for (i) violate, conflict necessary filings with or result in a breach ofthe SEC, (ii) such consents, approvals, orders, authorizations and regulations, declarations and filings as may be required under applicable state securities or blue sky laws, (iii) Stockholder approval of the Contemplated Transactions, (iv) a conclusion by CFIUS that there are no issues of national security sufficient to warrant further review of the Agreement, the Contemplated Transactions and related Transaction Agreements, (v) a filing with the State of Connecticut Department of Energy and Environmental Protection with respect to the ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ facility within 10 days after the Closing, and (vi) such other approvals, waivers, authorizations, permits or and registrations that, if not obtained or made, would not have a Material Adverse Effect; (c) Result in any violation of or the breach of or constitute a default (with or an event which, with without notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Purchaser or Merger Sub under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make right of termination, forfeiture, cancellation or acceleration, transfer fees or guaranteed payments or provide compensation a loss of a material benefit under, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person require a consent, waiver or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, approval under any of the terms, conditions or provisions of, material Contract, or (d) result in the creation of any Lien upon any of Material Contract filed as an exhibit to the properties or assets (other than any Permitted Liens) or capital stock or other equity interests of the Purchaser or Merger SubCompany SEC Documents, except for any deviations from any such conflicts, violations, breaches, defaults, terminations, cancellations or accelerations, transfer fees or guaranteed payments or a loss of the foregoing clauses (b) or (c) that would not reasonably be expected to bea material benefit under that, individually or in the aggregate, would not have a Material Adverse Effect; (d) To the Knowledge of the Company after conducting reasonable inquiry, conflict with or violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to Company or any Subsidiary or any of their properties or assets, except for such conflicts or violations which would not result in a Material Adverse Effect; or (e) Result in the creation of any lien, encumbrance, claim, security interest or restriction upon any material to Purchaser properties or Merger Subassets or on any shares of capital stock of the Company or any of its Subsidiaries under any Material Contract except which would not result in a Material Adverse Effect.

Non-Contravention. The (a) Except as set forth in Section 3.3 of the Company Disclosure Schedule, assuming all Governmental Filings described in Section 3.2(b) (Company’s Governmental Filings) and Section 4.2(b) (PIL’s Governmental Filings) have been obtained or made (and any applicable waiting period has expired or terminated), and the execution and delivery by each of the Purchaser and Merger Sub Company of this Agreement and each and, as of the Closing, of the Ancillary Document Agreements to which it each Moneda Entity is or will be a party, and the performance of its obligations hereunder and thereunder (including the consummation by the Purchaser and Merger Sub of the Transactions, and compliance by the Purchaser and Merger Sub with any of the provisions hereof and thereof, ) do not and or will not (a) conflict with or violate any provision of their respective the Organizational DocumentsDocuments of such Moneda Entity, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.03 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable Law to the Purchaser or Merger Sub or any of its properties or assetswhich such Moneda Entity is subject, (c) (i) violaterequire any consent of or notice to any Person under, conflict with or result in a violation or breach of, or constitute (ii) constitute a default (with or an event which, with without notice or lapse of time or both, would constitute ) a default) under, (iii) result in the default or give rise to any right of termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Purchaser or Merger Sub under, (v) result in a right of termination or acceleration under, any Material Contract or (vid) except as contemplated by this Agreement or the Ancillary Agreements, result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any asset of the Moneda Entities, except for any creation of an Encumbrance that would not materially impair or delay such Moneda Entity’s ability to consummate the Transaction. (b) Except as set forth in Section 3.3 of the Company Disclosure Schedule, assuming all material Governmental Filings described in Section 3.2(b) (Company’s Governmental Filings) and Section 4.2(b) (PIL’s Governmental Filings) have been obtained or made (and any applicable waiting period has expired or terminated), and the execution and delivery by each Moneda Shareholder of this Agreement and the Ancillary Agreements to which such Moneda Shareholder is or will be a party and the performance of its respective obligations hereunder and thereunder (including the consummation of the Transactions) do not or will not (a) violate any provision of the Organizational Documents of any Moneda Shareholder, (b) violate any Law to which such Moneda Shareholder is subject, (c) require any consent of or notice to any Person under, or result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default or give rise to any obligation to make payments right of termination, cancellation or provide compensation under, (vii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term acceleration under, any of the terms, conditions or provisions of, material Contract, Material Contract or (d) except as contemplated by this Agreement or the Ancillary Agreements, result in the creation or imposition of any Lien upon Encumbrance other than Permitted Encumbrances on any asset of the properties or assets (other than any Permitted Liens) or capital stock or other equity interests of the Purchaser or Merger SubCompany, except for any deviations from any of the foregoing clauses except, as to (b) or and (c) that as would not reasonably be expected to benot, individually or in the aggregate, reasonably be expected to be material to Purchaser or Merger Subsuch Moneda Entity.