Common use of Non-Contravention Clause in Contracts

Non-Contravention. The execution and delivery by each Seller of this Agreement and each Ancillary Document to which it is a party or otherwise bound, and the consummation by such Seller of the transactions contemplated hereby and thereby, and compliance by each Seller with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any Seller’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 hereof, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to any Seller 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) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by any 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 any Seller under, (viii) give rise to any obligation to obtain any third party consent or provide any notice to any Person or (ix) 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 Contract to which a Seller is a party or a Seller or its properties or assets are 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 have a Material Adverse Effect on any Seller.

Non-Contravention. The Except as otherwise described in Schedule 3.4, the execution and delivery by each Seller the Purchaser of this Agreement and each Ancillary Document to which it is a party or otherwise boundparty, and the consummation by such Seller the Purchaser of the transactions contemplated hereby and thereby, and compliance by each Seller the Purchaser with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any Sellerthe Purchaser’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 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 any Seller the Purchaser 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 any Seller the Purchaser 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 any Seller the Purchaser under, (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person or (ix) 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 Contract to which a Seller is a party or a Seller or its properties or assets are otherwise boundPurchaser Material Contract, 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 have a Material Adverse Effect on any Sellerthe Purchaser.

Non-Contravention. The execution and delivery by each Seller the Purchaser or the Parent of this Agreement and each Ancillary Document to which it is a party or otherwise boundparty, and the consummation by such Seller the Purchaser or the Parent of the transactions contemplated hereby and thereby, and compliance by each Seller the Purchaser or the Parent with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any Sellerthe Purchaser’s or the Parent’s, respectively, Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 3.3 hereof, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to any Seller the Purchaser or the Parent, or any of its their 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 any Seller the Purchaser or the Parent 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 any Seller the Purchaser or the Parent under, (viii) give rise to any obligation to obtain any third party consent or provide any notice to any Person or (ix) 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 Contract to which a Seller is a party or a Seller or its properties or assets are otherwise boundParent Material Contract, respectively, 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 have a Material Adverse Effect on any Sellerthe Purchaser.

Non-Contravention. The Except as otherwise described in Schedule 4.4, the execution and delivery by each Seller Purchaser of this Agreement and each Ancillary Document to which it is a party or otherwise boundparty, and the consummation by such Seller Purchaser of the transactions contemplated hereby and thereby, and compliance by each Seller Purchaser with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any SellerPurchaser’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 4.3 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 any Seller Purchaser 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 any Seller Purchaser 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 a Permitted Lien) upon any of the properties or assets of any Seller Purchaser under, (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person or (ix) 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 Contract to which a Seller is a party or a Seller or its properties or assets are otherwise boundPurchaser Material Contract, 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 have a Material Adverse Effect on any SellerPurchaser.

Non-Contravention. The execution and delivery by each Seller the Purchaser of this Agreement and each Ancillary Document to which it is a party or otherwise boundparty, and the consummation by such Seller the Purchaser of the transactions contemplated hereby and thereby, and compliance by each Seller the Purchaser with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any Sellerthe Purchaser’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 3.3 hereof, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to any Seller the Purchaser or any of its their 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 any Seller the Purchaser 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 any Seller the Purchaser under, (viii) give rise to any obligation to obtain any third party consent or provide any notice to any Person or (ix) 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 Contract to which a Seller is a party or a Seller or its properties or assets are otherwise boundPurchaser Material Contract, respectively, 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 have a Material Adverse Effect on any Sellerthe Purchaser.

Non-Contravention. The execution and delivery by each Seller Pubco and Merger Sub of this Agreement and each Ancillary Document to which it is a party or otherwise boundparty, and the consummation by such Seller Party of the transactions contemplated hereby and thereby, and compliance by each Seller such Party with any of the provisions hereof and thereof, will not (a) subject to the filing of the Amended Pubco Charter, conflict with or violate any provision of any Sellersuch Party’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 5.3 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 any Seller such Party 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 any Seller such Party 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 a Permitted Lien) upon any of the properties or assets of any Seller such Party under, (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person or (ix) 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 to which a Seller is a party or a Seller or its properties or assets are otherwise boundof such Party, 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 have a Material Adverse Effect on any SellerPubco.

Non-Contravention. The execution and delivery by each Seller the Company Stockholder of this Agreement and each Ancillary Document to which it the Company Stockholder is or is required to be a party or otherwise bound, and the consummation by such Seller the Company Stockholder of the transactions contemplated hereby and thereby, thereby and compliance by each Seller the Company Stockholder with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any Sellerthe Company Stockholder’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 hereof, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Law or Order or Consent applicable to any Seller the Company Stockholder 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 any Seller the Company Stockholder 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 the shares of the properties or assets of any Seller underCompany’s capital stock, (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person or (ix) 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, of any Contract to which a Seller the Company Stockholder is a party or a Seller or its properties or assets are 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 have a Material Adverse Effect on any Sellerthe Company Stockholder.

Non-Contravention. The execution and delivery by each Seller the Purchaser of this Agreement and each Ancillary Document to which it is a party or otherwise bound, and the consummation by such Seller any Purchaser Entity of the transactions contemplated hereby and thereby, and compliance by each Seller any Purchaser Entity with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any SellerPurchaser Entity’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 3.3 hereof, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to any Seller Purchaser Entity 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 any Seller Purchaser Entity 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 any Seller Purchaser Entity under, (viii) give rise to any obligation to obtain any third party consent or provide any notice to any Person or (ix) 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 Purchaser Material Contract to which a Seller any Purchaser Entity is a party or a Seller or its properties or assets are 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 have a Material Adverse Effect on any Sellerthe Purchaser.

Non-Contravention. The execution and delivery by each such Seller of this Agreement and each Ancillary Document to which it is a party or otherwise bound, bound and the consummation by such Seller of the transactions contemplated hereby and thereby, and compliance by each such Seller with any of the provisions hereof and thereof, will not not, (a) if such Seller is an entity, conflict with or violate any provision of any such Seller’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 hereof, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to any such Seller 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) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by any 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 any such Seller under, (viii) give rise to any obligation to obtain any third party consent or provide any notice to any Person or (ix) 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 Contract to which a such Seller is a party or a such Seller or its properties or assets are 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 have a Material Adverse Effect on any Sellermaterially impair or delay the ability of such Seller to consummate the Transactions.

Non-Contravention. The Except as otherwise described in Schedule 3.4, the execution and delivery by each Seller the Purchaser of this Agreement and each Ancillary Document to which it is a party or otherwise boundparty, and the consummation by such Seller the Purchaser of the transactions contemplated hereby and thereby, and compliance by each Seller the Purchaser with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any Sellerthe Purchaser’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 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 any Seller the Purchaser, Merger Sub, or any of its their 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 any Seller the Purchaser 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 any Seller the Purchaser under, (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person or (ix) 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 Contract to which a Seller is a party or a Seller or its properties or assets are otherwise boundPurchaser Material Contract, 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 have a Material Adverse Effect on any Sellerthe Purchaser.

Non-Contravention. The Except as otherwise described in Schedule 3.4, the execution and delivery by each Seller MICT and Merger Sub of this Agreement and each Ancillary Document to which it is a party or otherwise boundparty, and the consummation by such Seller MICT and Merger Sub of the transactions contemplated hereby and thereby, and compliance by each Seller such Party with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any Sellersuch Party’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 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 any Seller such Party 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 any Seller such Party 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 any Seller such Party under, (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person or (ix) 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, of any MICT Material Contract to which a Seller is a party or a Seller or its properties or assets are 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 have a Material Adverse Effect on any SellerMICT or materially impair the ability of MICT on a timely basis to consummate the transactions contemplated by this Agreement or the Ancillary Documents to which it is a party or bound or to perform its obligations hereunder or thereunder.

Non-Contravention. The execution execution, delivery and delivery performance by each Seller Member Representative of this Agreement and each Ancillary Document the other Transaction Documents to which it is or will be a party or otherwise boundparty, and the consummation by such Seller Member Representative of the transactions contemplated hereby Transactions, do not and therebywill not: (i) contravene, and compliance by each Seller with conflict with, or result in any violation or breach of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any Seller’s Organizational DocumentsDocuments of Member Representative, (bii) subject other than with respect to obtaining compliance with any applicable requirements of the Consents from Governmental Authorities referred to in Section 5.4 HSR Act (which such requirements have been fulfilled as of the date hereof, ) and any condition precedent to such Consent or waiver having been satisfiedliquor licenses set forth on Schedule 4.22 of the Disclosure Schedule, conflict with or violate any Law, Order or Consent applicable to any Seller or any of its properties or assets or (c) (i) violatecontravene, conflict with or result in a violation or breach of, (ii) constitute a default (or an event whichgive any Governmental Authority or other Person the right to exercise any remedy or obtain relief under, with notice any provision of any Applicable Law or lapse Order to which Member Representative, or any of time the properties or bothassets owned or used by Member Representative, would constitute a default) underis subject, (iii) contravene, conflict with, violate or result in the terminationloss of any benefit to which Member Representative is entitled under, withdrawalor give any Governmental Authority the right to revoke, suspensionsuspend, cancellation cancel, terminate, or modification ofmodify, any Permit held by Member Representative, (iv) accelerate the performance required require any consent, waiver, notice or other action by any Seller Person under, constitute a default under, conflict with, result in a breach of, or cause or permit the termination, modification, revocation, cancellation, or acceleration of, or result in any other change of any right or obligation or the loss of any benefit to which Member Representative is entitled under, any provision of any Contract or other instrument binding upon Member Representative or any of its assets, (v) result in a right the creation or imposition of termination any Lien on any asset of Member Representative, or acceleration under, (vi) give rise to any obligation to make payments with the passage of time, the giving of notice or provide compensation under, (vii) result in the creation taking of any Lien upon action by another Person, have any of the properties or assets of any Seller under, (viii) give rise to any obligation to obtain any third party consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change effects described 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 Contract to which a Seller is a party or a Seller or its properties or assets are otherwise bound, except for any deviations from any of the foregoing clauses (ai) through (v) of this Section 5.02, with only such exceptions in the case of clauses (iii), (biv), (v) or and (cvi) that has as, do not had and would not reasonably be expected to have impair or delay, in any material respect, the ability of Member Representative to perform its obligations under this Agreement and the other Transaction Documents to which it is or will be a Material Adverse Effect on any Sellerparty or to consummate the Transactions.

Non-Contravention. The Except as otherwise described in Schedule 4.6, the execution and delivery by each Seller the Company (or any other Target Company, as applicable) of this Agreement and each Ancillary Document to which it any Target Company is a party or otherwise boundparty, and the consummation by such Seller any Target Company of the transactions contemplated hereby and thereby, thereby and compliance by each Seller any Target Company with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any SellerTarget Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 4.5 hereof, 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 Permit applicable to any Seller Target Company 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, of (iv) accelerate the performance required by any Seller under, (vTarget Company 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 any Seller Target Company under, (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person or (ix) 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, of any Contract to which a Seller is a party or a Seller or its properties or assets are otherwise boundCompany Material Contract, except for any deviations from any of the foregoing clauses (a), (b) or (c) that has have not had and would not reasonably be expected to have a Material Adverse Effect on any Sellerthe Company.

Non-Contravention. The execution and delivery by each Seller of this Agreement and each Ancillary Document to which it is a party or otherwise boundAgreement, and the consummation by such Seller of the transactions contemplated hereby and thereby, and compliance by each Seller with any of the provisions hereof by such Shareholder do not and thereof, will not (a) conflict with or violate any provision of any Seller’s the Organizational DocumentsDocuments of such Shareholder (if such Shareholder is not a natural person), (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 hereof, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Law or Governmental Order or Consent applicable to any Seller such Shareholder or any of its its, his or her 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 any Seller such Shareholder 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 Encumbrance (other than Permitted Encumbrances) upon any of the properties or assets of any Seller such Shareholder under, (viii) give rise to any obligation to obtain any third party consent or provide any notice to from any Person under or (ix) 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, of any Contract to which a Seller is a party or a Seller or its properties or assets are otherwise boundmaterial Contracts of such Shareholder, except for any deviations from any of the foregoing clauses (a), (b) or (c) that has not had had, and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect material adverse effect on any Sellerthe ability of such Shareholder to enter into and perform this Agreement and to consummate the transactions contemplated hereby.

Non-Contravention. The execution and delivery by each Seller Intermediate of this Agreement and each Ancillary Document to which it is a party or otherwise boundparty, and the consummation by such Seller Intermediate of the transactions contemplated hereby and thereby, and compliance by each Seller Intermediate with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any SellerIntermediate’s Organizational DocumentsDocuments or the Organizational Documents of Intermediate Shareholder, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 4.3 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 any Seller Intermediate or Intermediate Shareholder 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 any Seller Intermediate 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 any Seller such Intermediate under, (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person or (ix) 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 to which a Seller is a party or a Seller or its properties or assets are otherwise boundof Intermediate (including the Intermediate Shareholder Transferred Assets), except for any deviations from any of the foregoing clauses (a), (b) or (c) that has not had and would not reasonably be expected materially impair the ability of (y) Intermediate on a timely basis to have consummate the transactions contemplated by this Agreement or the Ancillary Documents to which it is a Material Adverse Effect on any Sellerparty or bound or to perform its obligations hereunder or thereunder or (z) Intermediate Shareholder to transfer all of the Intermediate Shareholder Transferred Assets.

Non-Contravention. The Except as otherwise described in Schedule 5.5, the execution and delivery by each Seller of this Agreement and each Ancillary Document to which it is a party or otherwise bound, bound and the consummation by such Seller of the transactions contemplated hereby and thereby, and compliance by each Seller with any of the provisions hereof and thereof, will not not, (a) conflict with or violate any provision of any Seller’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 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 any Seller 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) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by any 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 any Seller under, (viii) give rise to any obligation to obtain any third party consent or provide any notice to any Person or (ix) 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 Contract to which a Seller is a party or a Seller or its properties or assets are 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 have a Material Adverse Effect on any Seller.

Non-Contravention. The execution and delivery by each Seller Purchaser of this Agreement and each Ancillary Document to which it is a party or otherwise boundparty, and the consummation by such Seller Purchaser of the transactions contemplated hereby and thereby, and compliance by each Seller Purchaser with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any SellerPurchaser’s Organizational Organisational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 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 applicable to any Seller Purchaser 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 any Seller Purchaser 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 a Permitted Lien) upon any of the properties or assets of any Seller Purchaser under, (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person Person, or (ix) 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 Contract to which a Seller is a party or a Seller or its properties or assets are otherwise boundPurchaser Material Contract, 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 have a Material Adverse Effect on any SellerPurchaser.

Non-Contravention. The Except as otherwise described in Schedule 5.6, the execution and delivery by each Seller of this Agreement and each Ancillary Document to which it is a party or otherwise boundby the Target Company of the transactions contemplated hereby, and the nor consummation by such Seller any Target Company of the transactions contemplated hereby and thereby, thereby and compliance by each Seller any Target Company with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any SellerTarget Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 5.5 hereof, 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 any Seller Target Company or any of its material 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 any Seller Target Company 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 any Seller underTarget Company under (other than Permitted Liens), (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person or (ix) 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 Contract to which a Seller is a party or a Seller or its properties or assets are otherwise boundof the Company Material Contracts, except for any deviations from any in the cases of the foregoing clauses (a), (b) or and (c) that ), as has not had been and would not reasonably be expected to have a Material Adverse Effect on any Sellerbe material to the Target Company or its ability to consummate the transactions contemplated by this Agreement or the Ancillary Documents or to perform such Target Company’s obligations hereunder or thereunder.

Non-Contravention. The execution and delivery by each Seller of this Agreement and each Ancillary Document to which it is a party or otherwise boundAgreement, and the consummation by such Seller of the transactions contemplated hereby and thereby, and compliance by each Seller with any of the provisions hereof by such Shareholder do not and thereof, will not (a) conflict with or violate any provision of any Seller’s the Organizational DocumentsDocuments of such Shareholder (if such Shareholder is not a natural person), (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 hereof, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Law or Governmental Order or Consent applicable to any Seller such Shareholder or any of its its, his or her 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 any Seller such Shareholder 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 Encumbrance (other than Permitted Encumbrances) upon any of the properties or assets of any Seller such Shareholder under, (viii) give rise to any obligation to obtain any third party consent or provide any notice to from any Person under or (ix) 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 Contract to which a Seller is a party or a Seller or its properties or assets are otherwise boundmaterial Contracts of such Shareholder, except for any deviations from any of the foregoing clauses (a), (b) or (c) that has not had had, and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect material adverse effect on any Sellerthe ability of such Shareholder to enter into and perform this Agreement and to consummate the transactions contemplated hereby.

Non-Contravention. The Except as otherwise described in Schedule 3.4, the execution and delivery by each Seller the Purchaser of this Agreement and each Ancillary Document to which it is a party or otherwise boundparty, and the consummation by such Seller the Purchaser of the transactions contemplated hereby and thereby, and compliance by each Seller the Purchaser with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any Sellerthe Purchaser’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 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 any Seller the Purchaser 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 any Seller the Purchaser 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 any Seller the Purchaser under, (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person or (ix) 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 Contract to which a Seller is a party or a Seller or its properties or assets are otherwise boundPurchaser Material Contract, 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 have a Material Adverse Effect on any Sellerthe Purchaser.

Non-Contravention. The execution and delivery by each Seller Purchaser and Merger Sub of this Agreement and each Ancillary Document to which it is a party or otherwise boundparty, and the consummation by such Seller Party of the transactions contemplated hereby and thereby, and compliance by each Seller such Party with any of the provisions hereof and thereof, will not (a) subject to the filing of the Amended Purchaser Charter, conflict with or violate any provision of any Sellersuch Party’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 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 any Seller such Party 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 any Seller such Party 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 Lien) upon any of the properties or assets of any Seller such Party under, (viii) give rise to any obligation to obtain any third party consent or provide any notice to Consent from any Person or (ix) 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 to which a Seller is a party or a Seller or its properties or assets are otherwise boundof such Party, 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 have a Material Adverse Effect on any SellerMerger Sub.

Non-Contravention. The execution and delivery by each Seller Pubco of this Agreement and each Ancillary Document to which it is a party or otherwise boundparty, and the consummation by such Seller Pubco of the transactions contemplated hereby and thereby, and compliance by each Seller Pubco with any of the provisions hereof and thereof, will not (a) subject to the filing of the Amended Pubco Charter, conflict with or violate any provision of any SellerPubco’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 5.3 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 any Seller Pubco 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 any Seller Pubco 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 a Permitted Lien) upon any of the properties or assets of any Seller Pubco under, (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person Person, or (ix) 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 to which a Seller is a party or a Seller or its properties or assets are otherwise boundof Pubco, 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 have a Material Adverse Effect on any SellerPubco.

Non-Contravention. The execution and delivery by each Seller GameIQ of this Agreement and each Ancillary Document to which it is a party or otherwise boundAgreement, and the consummation by such Seller GameIQ of the transactions contemplated hereby and therebyhereby, and compliance by each Seller GameIQ with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any SellerGameIQ’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 3.3 hereof, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to any Seller GameIQ 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 any Seller GameIQ 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 any Seller GameIQ under, (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person or (ix) 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 Contract to which a Seller is a party or a Seller or its properties or assets are otherwise boundMaterial Contract, 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 have a Material Adverse Effect on any SellerGameIQ.

Non-Contravention. The execution and delivery by each Seller of this Agreement and each Ancillary Document to which it any Target Company is or is required to be a party or otherwise bound, and the consummation by such Seller of the transactions contemplated hereby and thereby, Transactions and compliance by each Seller any Target Company with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any SellerTarget Company’s Organizational Documents, ; (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 hereof7.4, 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 any Seller Target Company or any of its properties or assets assets; or (c) except as set forth on Section 7.5(c) of the Target Companies Disclosure Schedules, (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 any Seller Target Company 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 a Permitted Lien) upon any of the properties or assets of any Seller Target Company under, (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person Person, or (ix) 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, of any Contract to which a Seller is a party or a Seller or its properties or assets are otherwise boundCompany Material Contract, except for any deviations from any in cases of the foregoing clauses (a), (b) or and (c) that has not had and ), as would not not, individually or in the aggregate, reasonably be expected to have a Target Company Material Adverse Effect Effect, or materially impair or delay the ability of the such Target Company to perform on any Sellera timely basis its obligations under this Agreement or the Ancillary Documents to which it is or required to be a party or otherwise bound.

Non-Contravention. The Except as otherwise described in Schedule 4.6, the execution and delivery by each Seller the Company of this Agreement and each Ancillary Document to which it the Company is or is required to be a party or otherwise bound, and the consummation by such Seller the Company of the transactions contemplated hereby and thereby, thereby and compliance by each Seller the Company with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any Sellerthe Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 4.5 hereof, 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 any Seller the Company 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 any Seller the Company 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 any Seller the Company under, (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person or (ix) 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, of any Contract to which a Seller is a party or a Seller or its properties or assets are otherwise boundCompany Material Contract, 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 have a Material Adverse Effect on any Sellerthe Company.

Non-Contravention. The execution and delivery by each Seller of this Agreement and each Ancillary Document to which it is a party or otherwise boundAgreement, and the consummation by such Seller of the transactions contemplated hereby and thereby, and compliance by each Seller with any of the provisions hereof by such Shareholder do not and thereof, will not (a) conflict with or violate any provision of any Seller’s the Organizational DocumentsDocuments of such Shareholder (if such Shareholder is not a natural person), (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 hereof, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Law or Governmental Order or Consent applicable to any Seller such Shareholder or any of its its, his or her 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 any Seller such Shareholder 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 Encumbrance (other than Permitted Encumbrances) upon any of the properties or assets of any Seller such Shareholder under, (viii) give rise to any obligation to obtain any third party consent or provide any notice to from any Person or (ix) 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 to which a Seller is a party or a Seller or its properties or assets are otherwise boundof such Shareholder, except for any deviations from any of the foregoing clauses (a), (b) or (c) that has not had had, and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect material adverse effect on any Sellerthe ability of such Shareholder to enter into and perform this Agreement and to consummate the transactions contemplated hereby.

Non-Contravention. The execution and delivery by each Seller of this Agreement and each Ancillary Document to which it is a party or otherwise boundAgreement, and the consummation by such Seller of the transactions contemplated hereby and thereby, and compliance by each Seller with any of the provisions hereof and thereof, by such Xxxxxxx Shareholder will not (a) conflict with or violate any provision of any Seller’s Organizational Documentsthe Governing Documents of such Xxxxxxx Shareholder, if and as applicable, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 hereof, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order Law or Consent required Approval applicable to any Seller such Xxxxxxx Shareholder 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 any Seller such Xxxxxxx Shareholder 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 a Permitted Lien) upon any of the properties or assets of any Seller such Xxxxxxx Shareholder under, (viii) give rise to any obligation to obtain any third party consent or provide any notice to Approval from any Person or (ix) 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 material right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any material Contract to of such Xxxxxxx Shareholder, except, (1) in each case, as otherwise set forth in that certain shareholders’ agreement, dated July 5, 2021 (the “Xxxxxxx Shareholders Agreement”), among Xxxxxxx and one or more of its shareholders (which a Seller the parties hereto understand is a party or a Seller or its properties or assets are otherwise boundbeing amended and restated in connection with the Transaction), except and (2) for any deviations from any of the foregoing clauses (a), (b) or (c) that has not had had, and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect material adverse effect on any Sellerthe ability of such Xxxxxxx Shareholder to enter into and perform this Agreement and to consummate the transactions contemplated hereby.

Non-Contravention. The execution and delivery by each Seller the Purchaser of this Agreement and each Ancillary Document to which it is a party or otherwise boundparty, and the consummation by such Seller the Purchaser of the transactions contemplated hereby and thereby, and compliance by each Seller the Purchaser with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any Sellerthe Purchaser’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 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 any Seller the Purchaser 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 any Seller the Purchaser 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 any Seller the Purchaser under, (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person or (ix) 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 Contract to which a Seller is a party or a Seller or its properties or assets are otherwise boundPurchaser Material Contract, 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 have a Material Adverse Effect on any Sellerthe Purchaser.

Non-Contravention. The Except as otherwise described in Schedule 3.4, the execution and delivery by each Seller of the Purchaser and Merger Sub of this Agreement and each Ancillary Document to which it is a party or otherwise boundparty, and the consummation by such Seller each of the Purchaser and Merger Sub of the transactions contemplated hereby and thereby, and compliance by each Seller of the Purchaser and Merger Sub with any of the provisions hereof and thereof, will not (a) contravene or conflict with or violate any provision of any Sellereach of the Purchaser’s and Merger Sub’s Organizational Documents, (b) contravene or conflict with or constitute a violation of any provision of any Law or Order binding upon or applicable to either of the Purchaser and Merger Sub, (c) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 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 any Seller either of the Purchaser and Merger Sub 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 any Seller the Purchaser 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 any Seller the Purchaser under, (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person or (ix) 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 Contract to which a Seller is a party or a Seller or its properties or assets are otherwise boundPurchaser Material Contract, 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 have a Material Adverse Effect on any Sellereither of the Purchaser or the Merger Sub.

Non-Contravention. The Except as otherwise described in Schedule 4.6, the execution and delivery by each Seller the Company of this Agreement and each Ancillary Document to which it the Company is or is required to be a party or otherwise bound, and the consummation by such Seller the Company of the transactions contemplated hereby and thereby, thereby and compliance by each Seller the Company with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any Sellerthe Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 4.5 hereof, 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 any Seller the Company 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 any Seller the Company 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 any Seller the Company under, (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person or (ix) 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, of any Contract to which a Seller is a party or a Seller or its properties or assets are otherwise boundCompany Material Contract, 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 have a Material Adverse Effect on the Company, taken as a whole or its abilities to perform its obligations under this Agreement or the Ancillary Documents or consummate the transaction contemplated hereby or thereby, in any Sellercase, in any material respect.

Non-Contravention. The execution and delivery by each Seller such Company Shareholder of this Agreement and each Ancillary Document to which it is they are a party or otherwise bound, bound and the consummation by such Seller Company Shareholder of the transactions contemplated hereby and therebyTransactions, and compliance by each Seller such Company Shareholder with any of the provisions hereof and thereof, will not not, (a) conflict with or violate any provision of any Sellersuch Company Shareholder’s Organizational Documents, ; (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 hereof, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to any Seller such Company Shareholder 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 any Seller such Company Shareholder 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 any Seller such Company Shareholder under, (viii) give rise to any obligation to obtain any third party consent or provide any notice to any Person consent, or (ix) 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 Contract to which a Seller such Company Shareholder is a party or a Seller such Company Shareholder or its properties or assets are otherwise bound, except for any deviations from any in the cases of the foregoing clauses (a), (b) or (c) that has not had and would not reasonably be expected to have materially impair or delay the ability of such Company Shareholder to (A) perform on a Material Adverse Effect on timely basis its obligations under this Agreement or any SellerAncillary Documents to which it is or required to be a party or otherwise bound, or (B) consummate the Transactions.

Non-Contravention. The execution and delivery by each such Seller of this Agreement and each Ancillary Document to which it is a party or otherwise bound, bound and the consummation by such Seller of the transactions contemplated hereby and thereby, and compliance by each such Seller with any of the provisions hereof and thereof, will not not, (a) if such Seller is an entity, conflict with or violate any provision of any such Seller’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 hereof, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to any such Seller 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) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by any 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 any such Seller under, (viii) give rise to any obligation to obtain any third party consent or provide any notice to any Person or (ix) 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 Contract to which a such Seller is a party or a such Seller or its properties or assets are 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 have a Material Adverse Effect on any Sellermaterially impair or delay the ability of such Seller to consummate the Transactions.

Non-Contravention. The Except as otherwise described in Schedule 4.4, the execution and delivery by each Seller the Purchaser of this Agreement and each Ancillary Document to which it is a party or otherwise boundparty, and the consummation by such Seller the Purchaser of the transactions contemplated hereby and thereby, and compliance by each Seller the Purchaser with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any Sellerthe Purchaser’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 4.3 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 any Seller the Purchaser 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 any Seller the Purchaser 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 any Seller the Purchaser under, (viii) give rise to any obligation to obtain any third party consent or provide any notice to any Person or (ix) 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 Contract to which a Seller is a party or a Seller or its properties or assets are otherwise boundPurchaser Material Contract, 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 have a Material Adverse Effect on any Sellerthe Purchaser.

Non-Contravention. The Except as otherwise described in Schedule 2.4 of the Purchaser Disclosure Schedules, the execution and delivery by each Seller Purchaser of this Agreement and each Ancillary Document to which it is a party or otherwise boundparty, and the consummation by such Seller Purchaser of the transactions contemplated hereby and thereby, and compliance by each Seller Purchaser with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any SellerPurchaser’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 2.3 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 any Seller Purchaser 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 any Seller Purchaser 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 Lien) upon any of the properties or assets of any Seller Purchaser under, (viii) give rise to any obligation to obtain any third party consent or provide any notice to Consent from any Person or (ix) 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 Contract to which a Seller is a party or a Seller or its properties or assets are otherwise boundPurchaser Material Contract, 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 have a Material Adverse Effect on any SellerPurchaser or materially impair or delay the ability of Purchaser to consummate the Transactions.

Non-Contravention. The Except as otherwise described in Section 5.05 of the Company Disclosure Schedules, the execution and delivery by each Seller the Company of this Agreement and each Ancillary Transaction Document to which it is a party or otherwise boundparty, and the consummation by such Seller the Company of the transactions contemplated hereby and thereby, and compliance by each Seller the Company with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any Seller’s the Company Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 hereof5.04, 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 any Seller the Company, or any of its their 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 any Seller the Company 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 any Seller the Company under, (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person or (ix) 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 Contract which is material to which a Seller is a party or a Seller or its properties or assets are otherwise boundthe operations of the Company, 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 have a Material Adverse Effect on any Sellerthe Company.

Non-Contravention. The Except as otherwise described in Schedule 2.4 of SPAC Disclosure Schedules, the execution and delivery by each Seller SPAC of this Agreement and each Ancillary Document to which it is a party or otherwise boundparty, and the consummation by such Seller SPAC of the transactions contemplated hereby and thereby, and compliance by each Seller SPAC with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any Seller’s SPAC Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 2.3 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 any Seller SPAC 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 any Seller 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 upon any of the properties or assets of any Seller SPAC under, (viii) give rise to any obligation to obtain any third party consent Consent from any or provide any notice to any Person or (ix) 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 Contract to which a Seller is a party or a Seller or its properties or assets are otherwise boundSPAC Material Contract, 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 have a Material Adverse Effect on any SellerSPAC.

Non-Contravention. The Except as otherwise described in Schedule 5.6, the execution and delivery by each Seller the Company of this Agreement and each Ancillary Document to which it the Company is or is required to be a party or otherwise bound, and the consummation by such Seller the Company of the transactions contemplated hereby and thereby, thereby and compliance by each Seller the Company with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any Sellerthe Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 5.5 hereof, 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 any Seller the Company 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 any Seller the Company 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 any Seller the Company under, (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person or (ix) 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, of any Contract to which a Seller is a party or a Seller or its properties or assets are otherwise boundCompany Material Contract, except for any deviations from any of the foregoing clauses (a), (b) or (c) that has not had and would not not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on any Sellermaterial and adverse effect upon the Company or its ability to perform their obligations under this Agreement or the Ancillary Documents or consummate the transactions contemplated hereby or thereby.

Non-Contravention. The Except as otherwise described in Schedule 4.7, the execution and delivery by each Seller the Company and Merger Sub (or any other Target Company, as applicable) of this Agreement and each Ancillary Document to which it such Person is a party or otherwise boundparty, and the consummation by such Seller any Target Company of the transactions contemplated hereby and thereby, Transactions and compliance by each Seller such Person with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any Sellersuch Person’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 4.6 hereof, 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 any Seller such Person or any of its material 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 any Seller such Person 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 any Seller such Person under, (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person or (ix) 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, of any Contract to which a Seller is a party or a Seller or its properties or assets are 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 have a Company Material Adverse Effect on any SellerContract.

Non-Contravention. The Except as otherwise described in Schedule 3.5, the execution and delivery by each Seller Purchaser Party of this Agreement and each Ancillary Document to which it is a party or otherwise boundparty, and the consummation by such Seller each Purchaser Party of the transactions contemplated hereby and thereby, and compliance by each Seller Purchaser Party with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any Sellersuch Purchaser Party’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 3.4 hereof, 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 any Seller such Purchaser Party 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 any Seller Purchaser Party 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 any Seller Purchaser Party under, (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person or (ix) 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 Contract to which a Seller is a party or a Seller or its properties or assets are otherwise boundPurchaser Material Contract, 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 have a Material Adverse Effect on any SellerPurchaser.

Non-Contravention. The Except as otherwise described in Schedule 3.4, the execution and delivery by each Seller the Purchaser and Merger Sub of this Agreement and each Ancillary Document to which it is a party or otherwise boundparty, and the consummation by such Seller the Purchaser and Merger Sub of the transactions contemplated hereby and thereby, and compliance by each Seller the Purchaser and Merger Sub with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any Sellerthe Purchaser’s or Merger Sub’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 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 any Seller the Purchaser, Merger Sub, or any of its their respective 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 any Seller the Purchaser 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 any Seller the Purchaser under, (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person or (ix) 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 Contract to which a Seller is a party or a Seller or its properties or assets are otherwise boundPurchaser Material Contract, 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 have a Material Adverse Effect on any Sellerthe Purchaser.

Non-Contravention. The Except as otherwise described in Schedule 4.6, the execution and delivery by each Seller of this Agreement and each the Ancillary Document to which it is a party or otherwise bound, Documents by the Company and the consummation by such Seller of the transactions contemplated hereby and thereby, consummation by the Company of the transactions contemplated hereby and thereby and compliance by each Seller the Company with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any Sellerthe Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 4.5 hereof, 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 any Seller the Company or any of its material 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 any Seller the Company 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 any Seller underthe Company under (other than Permitted Liens), (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person or (ix) 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 Contract to which a Seller is a party or a Seller or its properties or assets are otherwise bound, except for any deviations from any of the foregoing clauses (a)Company Material Contracts, (b) where such conflict, violation, breach, default, termination, cancellation, modification, acceleration, obligation, creation, or (c) that has not had and default would not not, individually or in the aggregate, reasonably be expected to have be material to the Company, taken as a Material Adverse Effect on any Sellerwhole, or prevent the consummation by the Company of the transactions contemplated by this Agreement or the Ancillary Documents.

Non-Contravention. The Except as otherwise described in Schedule 3.4 or as disclosed in the SEC Reports, the execution and delivery by each Seller of the Purchaser and Purchaser Merger Sub of this Agreement and each Ancillary Document to which it is a party or otherwise boundparty, and the consummation by such Seller the Purchaser and Purchaser Merger Sub of the transactions contemplated hereby and thereby, and compliance by each Seller the Purchaser and Purchaser Merger Sub with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any Sellerthe Purchaser’s or Purchaser Merger Sub’s Organizational Documents, respectively, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 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 any Seller Purchaser 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 any Seller the Purchaser 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 any Seller the Purchaser under, (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person or (ix) 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 Contract to which a Seller is a party or a Seller or its properties or assets are otherwise boundPurchaser Material Contract, 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 have a Material Adverse Effect on any Sellerthe Purchaser.

Non-Contravention. The Except as otherwise described in Schedule 6.5, the execution and delivery by each Seller of this Agreement and each Ancillary Document to which it is a party or otherwise bound, and the consummation by such Seller of the transactions contemplated hereby and thereby, and compliance by each Seller with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any Seller’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 6.4 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 any Seller 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) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by any 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 any Seller under, (viii) give rise to any obligation to obtain any third party consent or provide any notice to any Person or (ix) 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 Contract to which a Seller is a party or a Seller or its properties or assets are 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 have a Material Adverse Effect on any Seller.

Non-Contravention. The Except as otherwise described in Schedule 4.4, the execution and delivery by each Seller Purchaser of this Agreement and each Ancillary Document to which it is a party or otherwise boundparty, and the consummation by such Seller Purchaser of the transactions contemplated hereby and thereby, and compliance by each Seller Purchaser with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any SellerPurchaser’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 4.3 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 any Seller Purchaser 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 any Seller Purchaser 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 any Seller Purchaser under, (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person or (ix) 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 Contract to which a Seller is a party or a Seller or its properties or assets are otherwise boundPurchaser Material Contract, 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 have be material to Purchaser or materially impair the ability of Purchaser on a Material Adverse Effect on any Sellertimely basis to consummate the transactions contemplated by this Agreement or the Ancillary Documents to which it is a party or bound or to perform its obligations hereunder or thereunder.

Non-Contravention. The execution and delivery by each Seller Pubco and Merger Subs of this Agreement and each Ancillary Document to which it is a party or otherwise boundparty, and the consummation by such Seller Party of the transactions contemplated hereby and thereby, and compliance by each Seller such Party with any of the provisions hereof and thereof, will not (a) subject to the filing of the Amended Pubco Charter, conflict with or violate any provision of any Sellersuch Party’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 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 any Seller such Party 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 any Seller such Party 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 Lien) upon any of the properties or assets of any Seller such Party under, (viii) give rise to any obligation to obtain any third party consent or provide any notice to Consent from any Person or (ix) 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 to which a Seller is a party or a Seller or its properties or assets are otherwise boundof such Party, 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 have a Material Adverse Effect on any SellerPubco or either Merger Sub.

Non-Contravention. The execution and delivery by each Seller of Holdco and Netfin Merger Sub of this Agreement and each Ancillary Document to which it is a party or otherwise boundparty, and the consummation by such Seller party of the transactions contemplated hereby and thereby, and compliance by each Seller such party with any of the provisions hereof and thereof, will shall not (a) conflict with or violate any provision of any Sellersuch party’s Organizational Documentsorganizational documents, (b) subject to obtaining the Consents consents from Governmental Authorities referred to in Section 5.4 hereof7.3, 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, Governmental Order or Consent consent applicable to any Seller such party 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 any Seller such party 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 a Permitted Lien) upon any of the properties or assets of any Seller such party under, (viii) give rise to any obligation to obtain any third party consent or provide any notice to any Person or (ix) 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 to which a Seller is a party or a Seller or its properties or assets are otherwise boundof such party, 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 have a Material Adverse Effect on any SellerEffect.

Non-Contravention. The Except as otherwise described on Schedule 3.4, the execution and delivery by each Seller the Purchaser of this Agreement and each Ancillary Document to which it is a party or otherwise boundparty, and the consummation by such Seller the Purchaser of the transactions contemplated hereby and thereby, and compliance by each Seller the Purchaser with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any Sellerthe Purchaser’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 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 any Seller the Purchaser 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 any Seller the Purchaser 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 any Seller the Purchaser under, (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person or (ix) 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 Contract to which a Seller is a party or a Seller or its properties or assets are otherwise boundPurchaser Material Contract, 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 have a Material Adverse Effect on any Sellerthe Purchaser.

Non-Contravention. The Except as otherwise described in Schedule 4.4, the execution and delivery by each Seller JWAC of this Agreement and each Ancillary Document to which it is a party or otherwise boundparty, and the consummation by such Seller JWAC of the transactions contemplated hereby and thereby, and compliance by each Seller JWAC with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any SellerJWAC’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 4.3 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, to the Knowledge of JWAC, conflict with or violate any Law, Order or Consent applicable to any Seller JWAC 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 any Seller JWAC 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 a Permitted Lien) upon any of the properties or assets of any Seller JWAC under, (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person or (ix) 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 Contract to which a Seller is a party or a Seller or its properties or assets are otherwise boundJWAC Material Contract, 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 have a Material Adverse Effect on any SellerJWAC.

Non-Contravention. The Except as otherwise described on Schedule 4.4, the execution and delivery by each Seller Purchaser of this Agreement and each Ancillary Document to which it is a party or otherwise boundparty, and the consummation by such Seller Purchaser of the transactions contemplated hereby and thereby, and the compliance by each Seller Purchaser with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any SellerPurchaser’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 4.3 hereof, and any 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 any Seller Purchaser 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 any Seller Purchaser 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 any Seller Purchaser under, (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person under or (ix) 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 Contract to which a Seller is a party or a Seller or its properties or assets are otherwise boundPurchaser Material Contract, 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 have a Material Adverse Effect on any SellerPurchaser.

Non-Contravention. The Except as otherwise described in Schedule 6.6, the execution and delivery by each Seller the Company of this Agreement and each Ancillary Document to which it the Company is or is required to be a party or otherwise bound, and the consummation by such Seller the Company of the transactions contemplated hereby and thereby, thereby and compliance by each Seller the Company with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any Sellerthe Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 6.5 hereof, 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 any Seller the Company or any of its material properties or assets material assets, or (c) (i) violate, conflict with or result in a material 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 any Seller the Company under, (v) result in a right of termination or acceleration under, (vi) give rise to any material obligation to make payments or provide material compensation under, (vii) result in the creation of any Lien upon any of the properties or assets of any Seller the Company (other than Permitted Liens) under, (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person or (ix) give any Person the right to declare a material default, exercise any remedy, claim a material rebate, material chargeback, material penalty or material 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, of any Contract to which a Seller is a party or a Seller or its properties or assets are 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 have a Company Material Adverse Effect on any SellerContract.

Non-Contravention. The Except as otherwise described in Schedule 6.6, the execution and delivery by each Seller the Company (or any other Target Company, as applicable) of this Agreement and each Ancillary Document to which it any Target Company is or is required to be a party or otherwise bound, and the consummation by such Seller any Target Company of the transactions contemplated hereby and thereby, thereby and compliance by each Seller any Target Company with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any SellerTarget Company’s Organizational Documents, (b) subject to obtaining the requisite Consents from Governmental Authorities Authorities, the waiting periods referred to in Section 5.4 hereoftherein 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 any Seller Target Company or any of its properties or assets assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a material default (or an event which, with notice or lapse of time or both, would constitute a material default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by any Seller under, (v) result in a right of termination or acceleration under, (viv) give rise to any obligation to make payments (including as a penalty) or provide compensation under, (viivi) result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of any Seller Target Company under, (viiivii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person or (ixviii) 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, of any Contract to which a Seller is a party or a Seller or its properties or assets are otherwise boundCompany Material Contract, except for any deviations from any of the foregoing clauses (a)in each case, (b) or (c) that has not had and as would not individually or in the aggregate reasonably be expected to have be material to the Target Companies or the ability of the Company to perform its obligations under this Agreement or the Ancillary Documents to which it is or required to be a Material Adverse Effect on any Sellerparty or otherwise bound.

Non-Contravention. The Except as otherwise described in Schedule 3.4, the execution and delivery by each Seller the Purchaser of this Agreement and each Ancillary Document to which it each is a party or otherwise boundparty, and the consummation by such Seller the Purchaser of the transactions contemplated hereby and thereby, and compliance by each Seller the Purchaser with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any Sellerthe Purchaser’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 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 any Seller the Purchaser 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 any Seller the Purchaser 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 any Seller the Purchaser under, (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person or (ix) 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 Contract to which a Seller is a party or a Seller or its properties or assets are otherwise boundPurchaser Material Contract, 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 have a Material Adverse Effect on any Sellerthe Purchaser.

Non-Contravention. The execution and delivery by each Seller Premier of this Agreement and each Ancillary Document to which it is a party or otherwise boundparty, and the consummation by such Seller Premier of the transactions contemplated hereby and thereby, and compliance by each Seller Premier with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any Seller’s Premiers’ Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 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 any Seller Premier 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 any Seller Premier 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 any Seller Premier under, (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person or (ix) 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 Contract to which a Seller is a party or a Seller or its properties or assets are otherwise boundMaterial Contract, 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 have a Material Adverse Effect on any SellerPremier.

Non-Contravention. The execution and delivery by each Seller Pubco and Merger Sub of this Agreement and each Ancillary Document to which it is, or is contemplated to be, a party or otherwise boundparty, and the consummation by such Seller Party of the transactions contemplated hereby and thereby, and compliance by each Seller such Party with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any Sellersuch Party’s Organizational DocumentsDocuments (assuming, for the avoidance of doubt, in the case of Pubco, the due adoption of the Pubco A&R Memorandum and Articles as contemplated by this Agreement), (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 ‎5.3 hereof, and the waiting periods referred to therein having expired, including waiting periods, approvals, clearances, required antitrust filings or orders required under Antitrust Laws, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to any Seller such Party 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 any Seller such Party 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 a Permitted Lien) upon any of the properties or assets of any Seller such Party under, (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person or (ix) 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 Contract to which a Seller is a party or a Seller or its properties or assets are otherwise boundof such Party, except for any deviations from any of the foregoing clauses (a), (b) or (c) that has not had been and would not reasonably be expected to have a Material Adverse Effect on any Sellerbe, individually or in the aggregate, material to Pubco or Merger Sub or prevent Pubco or Merger Sub from consummating the Transactions.

Non-Contravention. The Except as otherwise described in Schedule 3.4, the execution and delivery by each Seller the Purchaser and Merger Sub of this Agreement and each Ancillary Document to which it each is a party or otherwise boundparty, and the consummation by such Seller the Purchaser and Merger Sub of the transactions contemplated hereby and thereby, and compliance by each Seller the Purchaser and Merger Sub with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any Sellerthe Purchaser’s or Merger Sub’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 3.3 hereof, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to any Seller the Purchaser or Merger Sub or any of its their 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 any Seller 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 any Seller the Purchaser or Merger Sub under, (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person or (ix) 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 Contract to which a Seller is a party or a Seller or its properties or assets are 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 have a Purchaser Material Adverse Effect on any SellerContract.

Non-Contravention. The Except as otherwise described in Schedule 4.6, the execution and delivery by each Seller of this Agreement and each Ancillary Document to which it is a party or otherwise boundby the Target Company of the transactions contemplated hereby, and the nor consummation by such Seller any Target Company of the transactions contemplated hereby and thereby, thereby and compliance by each Seller any Target Company with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any SellerTarget Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 4.5 hereof, 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 any Seller Target Company or any of its material 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 any Seller Target Company 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 any Seller underTarget Company under (other than Permitted Liens), (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person or (ix) 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 Contract to which a Seller is a party or a Seller or its properties or assets are otherwise boundof the Company Material Contracts, except for any deviations from any in the cases of the foregoing clauses (a), (b) or and (c) that ), as has not had been and would not reasonably be expected to have a Material Adverse Effect on any Sellerbe material to the Target Company or its ability to consummate the transactions contemplated by this Agreement or the Ancillary Documents or to perform such Target Company’s obligations hereunder or thereunder.

Non-Contravention. The execution and delivery by each Seller Pubco and Merger Sub of this Agreement and each Ancillary Document to which it is a party or otherwise boundparty, and the consummation by such Seller Party of the transactions contemplated hereby and thereby, and compliance by each Seller such Party with any of the provisions hereof and thereof, will not (a) subject to the Amended Pubco Charter becoming effective, conflict with or violate any provision of any Sellersuch Party’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 4.3 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 any Seller such Party 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 any Seller such Party 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 any Seller such Party under, (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person or (ix) 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 to which a Seller is a party or a Seller or its properties or assets are otherwise boundof such Party, 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 have a Material Adverse Effect on any SellerPubco or Merger Sub, as applicable.

Non-Contravention. The execution and delivery by each Seller the Company (or any other Company, as applicable) of this Agreement and each Ancillary Document to which it any Company is a party or otherwise boundparty, and the consummation by such Seller any Company of the transactions contemplated hereby and thereby, thereby and compliance by each Seller any Company with any of the provisions hereof and thereof, will not (a) conflict with or violate violate, or constitute a default under, any provision of any Sellersuch Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 4.5 hereof, 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 any Seller such Company 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 any Seller such Company 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 Lien) upon any of the properties or assets of any Seller such Company under, (viii) give rise to any obligation to provide notice to, or obtain any third party consent or provide any notice to Consent from, any Person or (ix) 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, of any Contract to which a Seller is a party or a Seller or its properties or assets are otherwise boundCompany Material Contract, 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 to, individually or in the aggregate, have a Material Adverse Effect on any Sellerthe Company.

Non-Contravention. The Except as otherwise described in Schedule 4.7, the execution and delivery by each Seller the Company and Merger Sub (or any other Target Company, as applicable) of this Agreement and each Ancillary Document to which it such Person is a party or otherwise boundparty, and the consummation by such Seller any Target Company of the transactions contemplated hereby and thereby, thereby and compliance by each Seller such Person with any of the provisions hereof and thereof, will not (a) conflict with or violate violate, or trigger shareholder rights that have not been duly waived or exercised under, any provision of any Sellersuch Person’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 ‎4.6 hereof, 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 any Seller such Person or any of its material 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 any Seller such Person 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 any Seller such Person under, (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person or (ix) 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, of any Contract to which a Seller is a party or a Seller or its properties or assets are otherwise boundCompany Material Contract, except for any deviations from any in cases of the foregoing clauses (a), (b) or and (c) that has not had and ), as would not individually or in the aggregate reasonably be expected to be have a Material Adverse Effect on the Company or any Sellerother Target Company.

Non-Contravention. The Except as otherwise described in Section 3.4 of the Purchaser Disclosure Schedule, the execution and delivery by each Seller Purchaser of this Agreement and each Ancillary Document to which it is a party or otherwise boundparty, and the consummation by such Seller Purchaser of the transactions contemplated hereby and therebyTransactions, and compliance by each Seller Purchaser with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any SellerPurchaser’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 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 any Seller Purchaser or any of its properties or assets assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a material default (or an event which, with notice or lapse of time or both, would constitute a material default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by any Seller Purchaser 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 any Seller Purchaser under, (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person or (ix) give any Person the right to declare a material default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any material right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any Contract to which a Seller is a party or a Seller or its properties or assets are otherwise boundPurchaser Material Contract, except for any deviations from any of the foregoing clauses (a), (b) or clause (c) that has not had and would not reasonably be expected to have a Material Adverse Effect on any SellerPurchaser.

Non-Contravention. The Except as otherwise described in Schedule 4.4, the execution and delivery by each Seller Purchaser of this Agreement and each Ancillary Document to which it is a party or otherwise boundparty, and the consummation by such Seller Purchaser of the transactions contemplated hereby and thereby, and compliance by each Seller Purchaser with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any SellerPurchaser’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 4.3 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 any Seller Purchaser 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 any Seller Purchaser 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 any Seller Purchaser under, (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person or (ix) 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 Contract to which a Seller is a party or a Seller or its properties or assets are otherwise boundPurchaser Material Contract, 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 have a Material Adverse Effect on any SellerPurchaser.

Non-Contravention. The Except as otherwise described in Schedule 4.4, the execution and delivery by each Seller the Purchaser of this Agreement and each Ancillary Document to which it is a party or otherwise boundparty, and the consummation by such Seller the Purchaser of the transactions contemplated hereby and thereby, and compliance by each Seller the Purchaser with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any Sellerthe Purchaser’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 4.4 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 any Seller the Purchaser, Merger Sub, or any of its their 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 any Seller the Purchaser 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 any Seller the Purchaser under, (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person or (ix) 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 Contract to which a Seller is a party or a Seller or its properties or assets are otherwise boundPurchaser Material Contract, 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 have a Material Adverse Effect on any Sellerthe Purchaser.

Non-Contravention. The Except as otherwise described in Section 3.4 of the Purchaser Disclosure Schedule, the execution and delivery by each Seller the Purchaser or the Merger Subs of this Agreement and each Ancillary Document to which it is a party or otherwise boundparty, and the consummation by such Seller the Purchaser or Merger Subs of the transactions contemplated hereby and therebyTransactions, and compliance by each Seller the Purchaser or the Merger Subs with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Purchaser’s or any SellerMerger Sub’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in this Section 5.4 hereof3.4, 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 any Seller Merger Sub or any of its their respective 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 any Seller 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 any Seller the Purchaser or the Merger Subs under, (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person or (ix) 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 Purchaser Material Contract to which a Seller is a party or a Seller or its properties or assets are otherwise bound(as defined below), 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 have a Material Adverse Effect on any Sellerthe Purchaser or the Merger Subs.

Non-Contravention. The Except as otherwise described in Schedule 3.4, the execution and delivery by each Seller the Purchaser of this Agreement and each Ancillary Document to which it is a party or otherwise boundparty, and the consummation by such Seller the Purchaser of the transactions contemplated hereby and thereby, and compliance by each Seller the Purchaser with any of the provisions hereof and thereof, will not (a) contravene or conflict with or violate any provision of any Sellerthe Purchaser’s Organizational Documents, (b) contravene or conflict with or constitute a violation of any provisions of Law or Order binding upon or applicable to the Purchaser, (c) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 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 any Seller the Purchaser, Denali Merger Sub, or any of its their properties or assets assets, or (cd) (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 any Seller the Purchaser 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 any Seller the Purchaser under, (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person or (ix) 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 Contract to which a Seller is a party or a Seller or its properties or assets are otherwise boundPurchaser Material Contract, 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 have a Purchaser Material Adverse Effect on any SellerEffect.

Non-Contravention. The Except as otherwise described in Schedule 7.3 of the of the Catcha Disclosure Schedules, the execution and delivery by each Seller Catcha of this Agreement and each Ancillary Document to which it is a party or otherwise boundparty, and the consummation by such Seller Catcha of the transactions contemplated hereby and thereby, and compliance by each Seller Catcha with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any SellerCatcha’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 6.3 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 any Seller Catcha 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 any Seller Catcha 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 any Seller Catcha under, (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person or (ix) 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 Contract to which a Seller is a party or a Seller or its properties or assets are otherwise boundmaterial contract of Catcha, 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 have a Material Adverse Effect on any SellerCatcha.

Non-Contravention. The Except as otherwise described in Schedule 4.6, the execution and delivery by each Seller the Company of this Agreement and each Ancillary Document to which it the Company is or is required to be a party or otherwise bound, and the consummation by such Seller the Company of the transactions contemplated hereby and thereby, thereby and compliance by each Seller the Company with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any Sellerthe Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 4.5 hereof, 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 any Seller the Company 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 any Seller the Company 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 any Seller the Company under, (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person or (ix) 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, of any Contract to which a Seller is a party or a Seller or its properties or assets are otherwise boundCompany Material Contract, 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 have a Material Adverse Effect on any Sellerthe Company.

Non-Contravention. The Except as otherwise described in Schedule ‎3.4, the execution and delivery by each Seller the Purchaser and Merger Sub of this Agreement and each Ancillary Document to which it is a party or otherwise boundparty, and the consummation by such Seller the Purchaser and Merger Sub of the transactions contemplated hereby and thereby, and compliance by each Seller the Purchaser and Merger Sub with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any Sellerthe Purchaser’s or Merger Sub’s respective Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 ‎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 any Seller the Purchaser, Merger Sub or any of its their respective 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 any Seller the Purchaser 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 any Seller the Purchaser under, (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person or (ix) 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 Contract to which a Seller is a party or a Seller or its properties or assets are otherwise boundPurchaser Material Contract, 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 have a Material Adverse Effect on any Sellerthe Purchaser.

Non-Contravention. The execution Assuming the receipt of all Required Governmental Approvals, and the expiration of any related waiting periods, the execution, delivery by and performance of each Seller of this Agreement and each Ancillary Document the Transaction Documents to which it Parent or any of its Affiliates is a party or otherwise boundby such Person, and the consummation by such Seller Person of the transactions contemplated hereby and thereby, and compliance by each Seller with any of the provisions hereof and thereofTransaction Documents, will not (ai) violate or conflict with or violate any provision of any Seller’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 hereof, and any condition precedent to Constituent Documents of such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to any Seller or any of its properties or assets or (c) (i) violate, conflict with or result in a breach ofPerson, (ii) violate or conflict with any Law or Permit applicable to such Person, other than violations of Law or any Permit that would not materially impair the ability of the Target Companies, taken as a whole, to conduct the Target Business in substantially the manner it is conducted as of the date hereof, or (iii) constitute a breach or default (or an event which, with the giving of notice or the lapse of time or bothtime, would constitute a breach or default) under, or give any third party (iiiwith or without the giving of notice, the passage of time or otherwise) result in the any rights of termination, withdrawalacceleration, suspensionprepayment, redemption or cancellation or modification of, (iv) accelerate the performance required by any Seller under, (v) result in a right of termination or acceleration under, (vi) give rise to any loss of a material benefit or obligation to make payments or provide compensation a payment under, (vii) or result in the creation of any Lien upon Encumbrance (other than Permitted Encumbrances) on any of the assets, properties or assets Equity Interests of any Seller under, (viii) give rise to any obligation to obtain any third party consent or provide any notice to any Person or (ix) 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 ofTarget Companies pursuant to, any Contract to which a Seller any Target Company is a party or a Seller or its by which any Target Company’s properties or assets are otherwise boundmay be bound (other than any Contract to which any Affiliate of Purchaser Topco or Purchaser is a party), any Government Order to which any Target Company is a party or any Securitization Instrument, except in case 28 of clause (iii), for any deviations from any of the foregoing clauses (a)such breaches, (b) terminations, accelerations, cancellations, losses or (c) Encumbrances that has not had and would not reasonably be expected to have a Company Material Adverse Effect on any Seller(solely for purposes of this Section 3.1(d), disregarding clause (e) in the proviso set forth in the definition of Company Material Adverse Effect).

Non-Contravention. The Except as otherwise described on Schedule 3.4, the execution and delivery by each Seller the Purchaser of this Agreement and each Ancillary Document to which it is a party or otherwise boundparty, and the consummation by such Seller the Purchaser of the transactions contemplated hereby and thereby, and compliance by each Seller the Purchaser with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any Sellerthe Purchaser’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 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 any Seller the Purchaser 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 any Seller the Purchaser 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 any Seller the Purchaser under, (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person or (ix) 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 Contract to which a Seller is a party or a Seller or its properties or assets are otherwise boundPurchaser Material Contract, 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 have a Material Adverse Effect on any Sellerthe Purchaser.

Non-Contravention. The Except as otherwise described in Schedule 3.4, the execution and delivery by each Seller the Purchaser of this Agreement and each Ancillary Document to which it is a party or otherwise boundparty, and the consummation by such Seller the Purchaser of the transactions contemplated hereby and thereby, and compliance by each Seller the Purchaser with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any Sellerthe Purchaser’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 3.4 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 any Seller the Purchaser, Merger Sub, or any of its their 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 any Seller the Purchaser 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 any Seller the Purchaser under, (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person or (ix) 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 Contract to which a Seller is a party or a Seller or its properties or assets are otherwise boundPurchaser Material Contract, 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 have a Material Adverse Effect on any Sellerthe Purchaser.

Non-Contravention. The Except as otherwise described in Schedule the execution and delivery by each Seller the Purchaser of this Agreement and each Ancillary Document to which it is a party or otherwise boundparty, and the consummation by such Seller the Purchaser of the transactions contemplated hereby and therebyContemplated Transactions, and compliance by each Seller the Purchaser with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any Sellerthe Purchaser’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 hereof, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to any Seller the Purchaser 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 any Seller the Purchaser 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 any Seller the Purchaser under, (viii) give rise to any obligation to obtain any third party consent Person Consent or provide any notice to any Person or (ix) 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 Contract to which a Seller is a party or a Seller or its properties or assets are otherwise boundPurchaser Material Contract, 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 have a Material Adverse Effect on any Sellerthe Purchaser.

Non-Contravention. The Except as otherwise described in Schedule 4.4, the execution and delivery by each Seller Purchaser of this Agreement and each Ancillary Document to which it is a party or otherwise boundparty, and the consummation by such Seller Purchaser of the transactions contemplated hereby and thereby, and the compliance by each Seller Purchaser with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any SellerPurchaser’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 4.3 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 any Seller Purchaser or any of its properties or assets assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a material default (or an event which, with notice or lapse of time or both, would constitute a material default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by any Seller Purchaser under, (v) result in a right of termination or acceleration under, (vi) give rise to any material obligation to make payments or provide material compensation under, (vii) result in the creation of any Lien upon any of the properties or assets of any Seller Purchaser under, (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person under or (ix) 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 Contract to which a Seller is a party or a Seller or its properties or assets are otherwise boundPurchaser Material Contract, 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 have a Material Adverse Effect on any SellerPurchaser.

Non-Contravention. The Except as otherwise described in Schedule 3.4, the execution and delivery by each Seller the Purchaser of this Agreement and each Ancillary Document to which it is a party or otherwise boundparty, and the consummation by such Seller the Purchaser of the transactions contemplated hereby and therebyContemplated Transactions, and compliance by each Seller the Purchaser with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any Sellerthe Purchaser’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 3.3 hereof, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to any Seller the Purchaser 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 any Seller the Purchaser 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 any Seller the Purchaser under, (viii) give rise to any obligation to obtain any third party consent Person Consent or provide any notice to any Person or (ix) 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 Contract to which a Seller is a party or a Seller or its properties or assets are otherwise boundPurchaser Material Contract, 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 have a Material Adverse Effect on any Sellerthe Purchaser.

Non-Contravention. The execution and delivery by Pubco and each Seller Pubco Sub of this Agreement and each Ancillary Document to which it is a party or otherwise boundparty, and the consummation by such Seller Party of the transactions contemplated hereby and thereby, and compliance by each Seller such Party with any of the provisions hereof and thereof, will not (a) subject to the filing of the Amended Pubco Charter, conflict with or violate any provision of any Sellersuch Party’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 6.3 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 any Seller such Party 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 any Seller such Party 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 any Seller such Party under, (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person or (ix) 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 to which a Seller is a party or a Seller or its properties or assets are otherwise boundof such Party, except for any deviations from any of the foregoing clauses (a), (b) or (c) that has not had and would not individually or in the aggregate reasonably be expected to have be material to Pubco or a Material Adverse Effect on any SellerPubco Sub or the ability of Pubco or a Pubco Sub to perform its obligations under this Agreement or the Ancillary Documents to which it is or is required to be a party or otherwise bound.

Non-Contravention. The Except as otherwise described in Schedule 4.4, the execution and delivery by each Seller DMAC of this Agreement and each Ancillary Document to which it is a party or otherwise boundparty, and the consummation by such Seller DMAC of the transactions contemplated hereby and thereby, and compliance by each Seller DMAC with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any SellerDMAC’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 4.3 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, to the Knowledge of DMAC, conflict with or violate any Law, Order or Consent applicable to any Seller DMAC 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 any Seller DMAC 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 a Permitted Lien) upon any of the properties or assets of any Seller DMAC under, (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person or (ix) 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 Contract to which a Seller is a party or a Seller or its properties or assets are otherwise boundDMAC Material Contract, 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 have a Material Adverse Effect on any SellerDMAC.

Non-Contravention. The execution and delivery by each Seller Pubco and Merger Sub of this Agreement and each Ancillary Document to which it is a party or otherwise boundparty, and the consummation by such Seller Party of the transactions contemplated hereby and thereby, and compliance by each Seller such Party with any of the provisions hereof and thereof, will not (a) subject to the filing of the Amended Pubco Charter, conflict with or violate any provision of any Sellersuch Party’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 4.3 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 any Seller such Party 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 any Seller such Party 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 any Seller such Party under, (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person or (ix) 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 to which a Seller is a party or a Seller or its properties or assets are otherwise boundof such Party, 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 have be material to Pubco or materially impair the ability of Pubco on a Material Adverse Effect on any Sellertimely basis to consummate the transactions contemplated by this Agreement or the Ancillary Documents to which it is a party or bound or to perform its obligations hereunder or thereunder.

Non-Contravention. The execution and delivery by each Seller the Company (or any other Target Company, as applicable) of this Agreement and each Ancillary Document to which it any Target Company is a party or otherwise bound, and the consummation by such Seller any Target Company of the transactions contemplated hereby and thereby, thereby and compliance by each Seller any Target Company with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any SellerTarget Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 5.5 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 any Seller Target Company or any of its their 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 any Seller Target Company 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 any Seller Target Company under, (viii) give rise to any obligation to obtain any third party consent or provide any notice to any Person or (ix) 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 Contract to which a Seller is a party or a Seller or its properties or assets are 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 have a Company Material Adverse Effect on any SellerContract.

Non-Contravention. The Except as otherwise described in Schedule 5.4, the execution and delivery by each Seller Purchaser of this Agreement and each Ancillary Document to which it is a party or otherwise boundparty, and the consummation by such Seller Purchaser of the transactions contemplated hereby and thereby, and compliance by each Seller Purchaser with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any SellerPurchaser’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 5.3 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 any Seller Purchaser 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 any Seller Purchaser 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 any Seller Purchaser under, (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person or (ix) 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 Contract to which a Seller is a party or a Seller or its properties or assets are otherwise boundPurchaser Material Contract, except for any deviations from any of the foregoing clauses (a), (b) or (c) that has not had and would not individually or in the aggregate reasonably be expected to have be material to the Purchaser or the ability of the Purchaser to perform its obligations under this Agreement or the Ancillary Documents to which it is or is required to be a Material Adverse Effect on any Sellerparty or otherwise bound.

Non-Contravention. The Except as otherwise described in Schedule 3.4 of the Purchaser Disclosure Schedules, the execution and delivery by each Seller the Purchaser or the Merger Subs of this Agreement and each Ancillary Document to which it is a party or otherwise boundparty, and the consummation by such Seller the Purchaser or the Merger Subs of the transactions contemplated hereby and thereby, and compliance by each Seller the Purchaser or the Merger Subs with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of the Purchaser’s or any SellerMerger Sub’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 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 any Seller Merger Sub or any of its their respective 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 any Seller 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 (other than Permitted Lien) upon any of the properties or assets of any Seller the Purchaser under, (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person or (ix) 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 Contract to which a Seller is a party or a Seller or its properties or assets are otherwise boundPurchaser Material Contract, 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 have a Material Adverse Effect on any Sellerthe Purchaser.

Non-Contravention. The Except as otherwise described in Schedule 2.4, the execution and delivery by each Seller the Purchaser of this Agreement and each Ancillary Document to which it is a party or is required to be a party or otherwise bound, and the consummation by such Seller the Purchaser of the transactions contemplated hereby and thereby, and compliance by each Seller the Purchaser with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any Seller’s its Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 2.3 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 any Seller the Purchaser or any of its respective 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 any 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 any Seller the Purchaser under, (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person or (ix) 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 Contract to which a Seller is a party or a Seller or its properties or assets are otherwise boundPurchaser Material Contract, 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 have a Material Adverse Effect on the Purchaser or adversely effect in any Sellermaterial respect the transactions contemplated hereunder.

Non-Contravention. The execution and delivery by each Seller Purchaser of this Agreement and each Ancillary Document to which it is a party or otherwise boundparty, and the consummation by such Seller Purchaser of the transactions contemplated hereby and thereby, and compliance by each Seller Purchaser with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any SellerPurchaser’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 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 applicable to any Seller Purchaser 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 any Seller Purchaser 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 a Permitted Lien) upon any of the properties or assets of any Seller Purchaser under, (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person Person, or (ix) 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 Contract to which a Seller is a party or a Seller or its properties or assets are otherwise boundPurchaser Material Contract, 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 have a Material Adverse Effect on any SellerPurchaser.

Non-Contravention. The execution and delivery by each Seller Pubco and the Merger Subs of this Agreement and each Ancillary Document to which it is a party or otherwise boundparty, and the consummation by such Seller Party of the transactions contemplated hereby and thereby, and compliance by each Seller such Party with any of the provisions hereof and thereof, will not (a) subject to the filing of the Amended Pubco Organizational Documents, conflict with or violate any provision of any Sellersuch Party’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 4.3 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 any Seller such Party 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 any Seller such Party 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 any Seller such Party under, (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person or (ix) 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 to which a Seller is a party or a Seller or its properties or assets are otherwise boundof such Party, 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 have a Material Adverse Effect material impact on any Sellerthe ability of Pubco or either Merger Sub to consummate on a timely basis the Transactions.

Non-Contravention. The Except as otherwise described in Schedule 3.4, the execution and delivery by each Seller of the Purchaser and Merger Sub of this Agreement and each Ancillary Document to which it is a party or otherwise boundparty, and the consummation by such Seller each of the Purchaser and Merger Sub of the transactions contemplated hereby and thereby, and compliance by each Seller of the Purchaser and Merger Sub with any of the provisions hereof and thereof, will not (a) contravene or conflict with or violate any provision of any Sellerthe Purchaser’s and Merger Sub’s respective Organizational Documents, (b) contravene or conflict with or constitute a violation of any provisions of Law or Order binding upon or applicable to either of the Purchaser and Merger Sub, (c) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 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 any Seller the Purchaser, Merger Sub, or any of its their properties or assets assets, or (cd) (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 any Seller the Purchaser 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 any Seller the Purchaser under, (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person or (ix) 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 Contract to which a Seller is a party or a Seller or its properties or assets are otherwise boundPurchaser Material Contract, 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 have a Material Adverse Effect on any Sellereither of the Purchaser or the Merger Sub.

Non-Contravention. The Except as otherwise described in Schedule 3.4, the execution and delivery by each Seller the Purchaser of this Agreement and each Ancillary Document to which it is a party or otherwise boundparty, and the consummation by such Seller the Purchaser of the transactions contemplated hereby and thereby, and compliance by each Seller the Purchaser with any of the provisions hereof and thereof, will not (a) conflict with or violate in any material respect any provision of any Sellerthe Purchaser’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 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 violate, or constitute a breach under, any Law, Order or Consent applicable to any Seller which the Purchaser or any of its properties or assets are subject or bound, 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 any Seller the Purchaser 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 or Equity Securities of any Seller the Purchaser under, (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person or (ix) 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 Contract to which a Seller is a party or a Seller or its properties or assets are otherwise boundPurchaser Material Contract, 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 have a Material Adverse Effect on any Sellerthe Purchaser.

Non-Contravention. The Except as otherwise described in Schedule 3.4, the execution and delivery by each Seller the Purchaser and Merger Sub of this Agreement and each Ancillary Document to which it is a party or otherwise boundparty, and the consummation by such Seller the Purchaser and Merger Sub of the transactions contemplated hereby and thereby, and compliance by each Seller the Purchaser with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any Sellerthe Purchaser’s or Merger Sub’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 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 any Seller the Purchaser or Merger Sub or any of its their respective 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 any Seller the Purchaser 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 any Seller the Purchaser under, (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person or (ix) 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 Contract to which a Seller is a party or a Seller or its properties or assets are otherwise boundPurchaser Material Contract, 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 have a Material Adverse Effect on any Sellerthe Purchaser.

Non-Contravention. The Except as otherwise described in Schedule 3.4, the execution and delivery by each Seller the Purchaser of this Agreement and each Ancillary Document to which it is a party or otherwise boundparty, and the consummation by such Seller the Purchaser of the transactions contemplated hereby and thereby, and compliance by each Seller the Purchaser with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any Sellerthe Purchaser’s Organizational Documents, (b) contravene or conflict with or constitute a violation of any provisions of Law or Order binding upon or applicable to the Purchaser, (c) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 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 any Seller the Purchaser or any of its properties or assets assets, or (cd) (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 any Seller the Purchaser 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 any Seller the Purchaser under, (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person or (ix) 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 Contract to which a Seller is a party or a Seller or its properties or assets are otherwise boundPurchaser Material Contract, except for any deviations from any of the foregoing clauses (a), (b), (c) or (cd) that has not had and would not reasonably be expected to have a Material Adverse Effect on any Sellerthe Purchaser.

Non-Contravention. The Except as otherwise described in Schedule 3.4, the execution and delivery by each Seller the SPAC of this Agreement and each Ancillary Document to which it is a party or otherwise boundparty, and the consummation by such Seller the SPAC of the transactions contemplated hereby and thereby, and compliance by each Seller the SPAC with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any Sellerthe SPAC’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 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 any Seller the SPAC, 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 any Seller the 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 upon any of the properties or assets of any Seller the SPAC under, (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person or (ix) 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 Contract to which a Seller is a party or a Seller or its properties or assets are otherwise boundSPAC Material Contract, 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 have a Material Adverse Effect on any Sellerthe SPAC.

Non-Contravention. The Except as otherwise described in Schedule 4.7, the execution and delivery by each Seller the Company (or any other Target Company, as applicable) of this Agreement and each Ancillary Document to which it such Person is a party or otherwise boundparty, and the consummation by such Seller any Target Company of the transactions contemplated hereby and thereby, Transactions and compliance by each Seller such Person with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any Sellersuch Person’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 4.6 hereof, 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 any Seller such Person or any of its material 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 any Seller such Person 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 any Seller such Person under, (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person or (ix) 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, of any Contract to which a Seller is a party or a Seller or its properties or assets are otherwise boundCompany Material Contract, except for any deviations from any of the foregoing clauses (a)in each case, (b) or (c) that has not had and as would not reasonably be expected to have a Material Adverse Effect on any Sellerthe Target Companies.

Non-Contravention. The Except as otherwise described in Schedule ‎5.4, the execution and delivery by each Seller Purchaser of this Agreement and each Ancillary Document to which it is a party or otherwise boundparty, and the consummation by such Seller Purchaser of the transactions contemplated hereby and thereby, and compliance by each Seller Purchaser with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any SellerPurchaser’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 ‎5.3 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 any Seller Purchaser, 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 any Seller Purchaser 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 any Seller Purchaser under, (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person or (ix) 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 Contract to which a Seller is a party or a Seller or its properties or assets are otherwise boundPurchaser Material Contract, 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 have a Material Adverse Effect on any SellerPurchaser.

Non-Contravention. The Except as otherwise described in Schedule 4.6, the execution and delivery by each Seller the Company of this Agreement and each Ancillary Document to which it the Company is or is required to be a party or otherwise bound, and the consummation by such Seller the Company of the transactions contemplated hereby and thereby, thereby and compliance by each Seller the Company with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any Sellerthe Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 4.5 hereof, 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 any Seller the Company 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 any Seller the Company 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 any Seller the Company under, (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person or (ix) 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, of any Contract to which a Seller is a party or a Seller or its properties or assets are 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 have a Company Material Adverse Effect on any SellerContract.

Non-Contravention. The Except as otherwise described in Schedule 7.6, the execution and delivery by each Seller the Company (or any other Target Company, as applicable) of this Agreement and each Ancillary Document to which it any Target Company is or is required to be a party or otherwise bound, and the consummation by such Seller any Target Company of the transactions contemplated hereby and thereby, thereby and compliance by each Seller any Target Company with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any SellerTarget Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 7.5 hereof, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to any Seller Target Company 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 any Seller Target Company under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments (including a Change of Control Payment) or provide compensation under, (vii) result in the creation of any Lien upon any of the properties or assets of any Seller Target Company under, (viii) give rise to any obligation to obtain any third party consent Consent from or provide any notice to any Person who is not a Party or (ix) 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, of any Contract to which a Seller is a party or a Seller or its properties or assets are otherwise boundCompany Material Contract, except for any deviations from any in the case of the foregoing clauses (a), (b) or and (c) that has not had and as would not individually or in the aggregate reasonably be expected to have be material to the Target Companies taken as a Material Adverse Effect on any Sellerwhole, or materially affect the ability of the Company to perform its obligations under this Agreement or the Ancillary Documents to which it is or required to be a party or otherwise bound.

Non-Contravention. The execution and delivery by each Seller Parent of this Agreement and each Ancillary Document to which it is a party or otherwise bound, and the consummation by such Seller Parent of the transactions contemplated hereby and therebyTransactions, and compliance by each Seller Parent with any of the provisions hereof and thereof, will not not, (a) conflict with or violate any provision of any SellerParent’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 hereof, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to any Seller Parent or any of its properties or assets or (c) (i) violate, conflict with or result in a material breach of, (ii) constitute a material default (or an event which, with notice or lapse of time or both, would constitute a material default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by any Seller Parent 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 any Seller Parent under, (viii) give rise to any obligation to obtain any third party consent or provide any notice to any Person or (ix) give any Person the right to declare a material 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 Contract to which a Seller Parent is a party or a Seller or its properties or assets are 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 have a Material Adverse Effect on any Sellerthe ability of Parent to perform its obligations under this Agreement or the Ancillary Documents to which it is or shall be a party.

Non-Contravention. The execution and delivery by each Seller of this Agreement and each Ancillary Document to which it is a party or otherwise bound, bound and the consummation by such Seller of the transactions contemplated hereby and thereby, and compliance by each Seller with any of the provisions hereof and thereof, will not not, (a) conflict with or violate any provision of any such Seller’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 hereof, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to any such Seller 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) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by any 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 any such Seller under, (viii) give rise to any obligation to obtain any third party consent or provide any notice to any Person or (ix) 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 Contract to which a such Seller is a party or a such Seller or its properties or assets are 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 have a Material Adverse Effect on any such Seller.

Non-Contravention. The Except as otherwise described in Schedule 2.4 of the Purchaser Disclosure Schedules, the execution and delivery by each Seller Purchaser of this Agreement and each Ancillary Document to which it is a party or otherwise boundparty, and the consummation by such Seller Purchaser of the transactions contemplated hereby and thereby, and compliance by each Seller Purchaser with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any SellerPurchaser’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 2.3 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 any Seller Purchaser 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 any Seller Purchaser 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 Lien) upon any of the properties or assets of any Seller Purchaser under, (viii) give rise to any obligation to obtain any third party consent or provide any notice to Consent from any Person or (ix) 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 Contract to which a Seller is a party or a Seller or its properties or assets are otherwise boundPurchaser Material Contract, 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 have a Material Adverse Effect on any SellerPurchaser or impair or delay the ability of Purchaser to consummate the Transactions.

Non-Contravention. The Except as otherwise described in Schedule 4.6, the execution and delivery by each Seller the Company of this Agreement and each Ancillary Document to which it the Company is a party or otherwise bound, and the consummation by such Seller the Company of the transactions contemplated hereby and thereby, thereby and compliance by each Seller the Company with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any Sellerthe Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 4.5 hereof, 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 any Seller the Company 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 any Seller the Company 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 any Seller the Company under, (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person or (ix) 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, of any Contract to which a Seller is a party or a Seller or its properties or assets are otherwise boundCompany Material Contract, except for any deviations from any of the foregoing clauses (a), (b) or (c) that has not had and would not not, individually or in the aggregate, reasonably be expected to have be material to the Company or materially impair the ability of the Company on a Material Adverse Effect on any Sellertimely basis to consummate the transactions contemplated by this Agreement or the Ancillary Documents to which it is a party or bound or to perform its obligations hereunder or thereunder.

Non-Contravention. The execution and delivery by each Seller the Company (or any other Target Company, as applicable) of this Agreement and each Ancillary Document to which it any Target Company is a party or otherwise bound, and the consummation by such Seller any Target Company of the transactions contemplated hereby and thereby, thereby and compliance by each Seller any Target Company with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any SellerTarget Company’s Organizational Documents, (b) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Target Companies and subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 5.5 hereof, 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 any Seller Target Company or any of its properties or assets assets, or (c) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Target Companies (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 any Seller Target Company 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 any Seller Target Company under, (viii) give rise to any obligation to obtain any third third-party consent Consent or provide any notice to any Person or (ix) 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, of any Contract to which a Seller is a party or a Seller or its properties or assets are 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 have a Company Material Adverse Effect on any SellerContract.

Non-Contravention. The execution and delivery by each Seller OceanTech and Merger Sub of this Agreement and each Ancillary Document to which it is a party or otherwise boundparty, and the consummation by such Seller OceanTech of the transactions contemplated hereby and therebyTransactions, and compliance by each Seller OceanTech and Merger Sub with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any SellerOceanTech’s Organizational Documents or Merger Sub’s Organization Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 3.3 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfiedobtained, conflict with or violate any Law, Order or Consent applicable to any Seller OceanTech or Merger Sub 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 any Seller underOceanTech, (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 any Seller OceanTech under, (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person Person, or (ix) 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 Contract to which a Seller is a party or a Seller or its properties or assets are otherwise boundOceanTech Material Contract, 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 material to OceanTech or Merger Sub or reasonably be expected to have a Material Adverse Effect material effect on any Sellerthe ability of OceanTech to enter into or perform its obligations under this Agreement or consummate the Transactions.

Non-Contravention. The Except as otherwise described in Schedule 4.4, the execution and delivery by each Seller Purchaser of this Agreement and each Ancillary Document to which it is a party or otherwise boundparty, and the consummation by such Seller Purchaser of the transactions contemplated hereby and thereby, and compliance by each Seller Purchaser with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any SellerPurchaser’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 4.3 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 any Seller Purchaser or any of its properties or assets assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a material default (or an event which, with notice or lapse of time or both, would constitute a material default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by any Seller Purchaser 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 any Seller Purchaser under, (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person or (ix) give any Person the right to declare a material default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any material right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any Contract to which a Seller is a party or a Seller or its properties or assets are otherwise boundPurchaser Material Contract, 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 have a Material Adverse Effect on any SellerPurchaser.

Non-Contravention. The Except as otherwise described in Schedule ‎4.6, the execution and delivery by each Seller the Company of this Agreement and each Ancillary Document to which it the Company is or is required to be a party or otherwise bound, and the consummation by such Seller the Company of the transactions contemplated hereby and thereby, thereby and compliance by each Seller the Company with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision of any Sellerthe Company’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 ‎4.5 hereof, 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 any Seller the Company 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 any Seller the Company 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 any Seller the Company under, (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person or (ix) 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, of any Contract to which a Seller is a party or a Seller or its properties or assets are 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 have a Company Material Adverse Effect on any SellerContract.

Non-Contravention. The Except as otherwise described in Schedule 4.4, the execution and delivery by each Seller Purchaser of this Agreement and each Ancillary Document to which it is a party or otherwise boundparty, and the consummation by such Seller Purchaser of the transactions contemplated hereby and thereby, and compliance by each Seller Purchaser with any of the provisions hereof and thereof, will not (a) contravene or conflict with or violate any provision of any SellerPurchaser’s Organizational Documents, (b) contravene or conflict with or constitute a violation of any Law or Order binding upon or applicable to Purchaser, (c) subject to obtaining the Consents from Governmental Authorities referred to in Section 5.4 4.3 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 any Seller Purchaser or any of its properties or assets assets, or (cd) (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 any Seller Purchaser 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 a Permitted Lien) upon any of the properties or assets of any Seller Purchaser under, (viii) give rise to any obligation to obtain any third party consent Consent or provide any notice to any Person or (ix) 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 Contract to which a Seller is a party or a Seller or its properties or assets are otherwise boundof Purchaser, including the Trust Account, except for any deviations from any of the foregoing clauses (a), (b), (c) or (cd) that has have not had and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on any SellerPurchaser.