Common use of Non-Contravention Clause in Contracts

Non-Contravention. The execution and delivery of this Agreement by the Company does not, and performance of this Agreement by the Company will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a whole.

Non-Contravention. The execution and delivery of this Agreement by the Company does notexecution, delivery, and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated by this Agreement, including the Merger, do not and will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption Requisite Company Vote, contravene or conflict with, or result in any violation or breach of, the Charter Documents of this Agreement the Company or any of its Subsidiaries; (ii) assuming that all Consents contemplated by Section 3.03(c) have been obtained or made and, in the Company’s stockholders as contemplated in Section 5.2 and compliance with case of the requirements set forth in Section 2.3(d)consummation of the Merger, obtaining the Requisite Company Vote, conflict with or violate any material Legal Requirement Law applicable to the Company or Company, any of its Subsidiaries or by which the Company or any of its Subsidiaries Subsidiaries, or any of their respective properties is bound or affected, or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair result in the Company’s or any of its Subsidiaries rights Subsidiaries’ loss of any benefit or materially the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to others any third party any rights of termination, amendment, acceleration or cancellation ofacceleration, or cancellation, or require any Consent under, any Contract to which the Company or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled ContractSubsidiaries, except, as to in the case of each of clauses (ii) and ), (iii), respectivelyand (iv), for any such conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any Consents, in each case, would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The execution and delivery of this Agreement by Neither the Company does not, and performance nor any of this Agreement by the Company will not: its subsidiaries is (i) assuming the Required Company Stockholders adopt this Agreementin violation of its charter, conflict with bylaws, partnership agreement or violate the Company Charter Documents limited liability company agreement, as applicable, or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining in default in the adoption performance or observance of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries subsidiaries is a party or by which it or any of their respective properties is bound or affectedthem may be bound, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on which any of the properties property or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses subsidiaries is subject except in the case of clause (ii) and (iii), respectively, for any such conflictsviolation or default which, violationsindividually or in the aggregate, breaches, defaults or other occurrences which would not be material to have a Material Adverse Effect; and the execution, delivery and performance by the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) each of the Company Disclosure Letter lists all consentsSubsidiary Guarantors of this Agreement, waivers the Indenture, the Notes and approvals under any of the Company Scheduled Contracts required to be obtained in connection with Subsidiary Guarantees and the consummation of the transactions contemplated herebyherein and therein and compliance by the Company and the Subsidiary Guarantors with their respective obligations hereunder and thereunder have been duly authorized by all necessary corporate, whichlimited liability company or partnership action, if individually as applicable, and will not conflict with or constitute a breach of, or default under, or result in the aggregate not obtainedcreation or imposition of (other than as expressly contemplated thereby) any lien, would result charge or encumbrance (in a loss each case, other than Liens permitted under the Indenture) upon any property or assets of benefits to the Company or any of its Subsidiaries subsidiaries pursuant to, any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject, except for such conflicts, breaches or defaults which, individually or in the aggregate, would not have a Material Adverse Effect, nor will such action result in any violation of (i) the provisions of the charter, bylaws, partnership agreement or limited liability company agreement, as applicable, of the Company or any of its subsidiaries or (ii) any applicable law, administrative regulation or administrative or court decree, except in the case of clause (ii) for any violation that would be material to the Company and its Subsidiaries, taken as not have a wholeMaterial Adverse Effect.

Non-Contravention. The execution Assuming compliance with the matters referred to in Section 3.03, the execution, delivery and delivery performance by the Company of this Agreement and the consummation by the Company does not, of the transactions contemplated hereby do not and performance of this Agreement by the Company will not: (i) assuming receipt of the Required approval of shareholders of the Company Stockholders adopt this Agreementreferred to in Section 3.02, contravene or conflict with the certificate of incorporation or by-laws of the Company; (ii) contravene or conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents constitute a violation of any Subsidiary provision of the Companyany law, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d)regulation, conflict with judgment, injunction, order or violate any material Legal Requirement decree binding upon or applicable to the Company or any Company Subsidiary that would be a significant subsidiary within the meaning of its Subsidiaries or by which Regulation S-X under the Company or any Exchange Act (a "Significant Subsidiary of its Subsidiaries or any of their respective properties is bound or affected, or the Company"); (iii) result in any a breach or violation of or constitute a default (or an event that with the giving of notice or the lapse of time or both would become constitute a default) underunder or give rise to a right of termination, amendment, cancellation or materially impair acceleration of any right or obligation of the Company’s Company or any Significant Subsidiary of the Company or to a loss of any material benefit to which the Company or any Significant Subsidiary of the Company is entitled or require any consent, approval or authorization under any provision of any material agreement, contract or other instrument binding upon the Company or any Significant Subsidiary of the Company or any of its Subsidiaries rights their respective assets (including any material license, franchise, permit or materially alter other similar authorization held by the rights Company or obligations any Significant Subsidiary of the Company); or (iv) result in the creation or imposition of any third party underLien on any material asset of the Company or any Significant Subsidiary of the Company, except for such contraventions, conflicts or give violations referred to others any in clause (ii) and breaches, violations, defaults, rights of termination, amendment, acceleration cancellation or cancellation ofacceleration, losses, Liens or result other occurrences referred to in the creation of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (iiiii) and (iii)iv) (each, respectively, for any such conflicts, violations, breaches, defaults or other occurrences which a "Violation") that in the aggregate would not be material to have a Material Adverse Effect. Upon consummation of the Company's joint venture agreement with TCI Communications, Inc., the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of will amend the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required Schedule with respect to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits this Section 3.04 to the Company or any of its Subsidiaries that would be material give effect to the Company and its Subsidiaries, taken as a wholesuch transaction.

Non-Contravention. The execution and execution, delivery of this Agreement by the Company does not, and performance of this Agreement by the Company, and the consummation by the Company will not: of the transactions contemplated hereby (including issuance of the Securities), do not (i) assuming the Required Company Stockholders adopt this Agreement, contravene or conflict with the Certificate of Incorporation (the “Certificate of Incorporation”) or violate Bylaws (the “Bylaws”) of the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, Subsidiary; (ii) subject to obtaining assuming the adoption accuracy of this Agreement the representations and warranties made by the Company’s stockholders as contemplated Purchasers in Section 5.2 and compliance with the requirements set forth 4 hereof, constitute a violation in Section 2.3(d), conflict with or violate any material Legal Requirement respect of any provision of any federal, state, local or foreign law, rule, regulation, order, judgment or decree applicable to the Company or any Subsidiary or by which any of its Subsidiaries the Company’s or any Subsidiary’s assets are bound or affected; or (iii) constitute a default or require any consent under, give rise to any right of termination, cancellation or acceleration of, or to a loss of any material benefit to which the Company or any Subsidiary is entitled under, or result in the creation or imposition of any material lien, claim or encumbrance on any assets of the Company or any Subsidiary under, any agreement, credit facility, debt or other instrument or other understanding to which the Company or any Subsidiary is a party or is bound or any permit, license or similar right relating to the Company or any Subsidiary or by which the Company or any of its Subsidiaries or any of their respective properties is Subsidiary may be bound or affected. The transactions contemplated under this Agreement (together with any issuance by the Company or entering into by the Company of any options or other derivative securities in respect of its stock, whether or not undertaken as part of the transactions entered into under this Agreement), is not intended to be, and do not constitute, fraudulent, deceptive, manipulative or otherwise unlawful acts, practices or trading activities by the Company for purposes of applicable U.S. federal and state securities laws and regulations and all rules and regulations of any exchange on which the Company’s stock is listed, including, without limitation, any actions or omissions which would violate or require the disgorgement of profits under any of: (i) Sections 9(a), 10(b) or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any rules or regulations adopted thereunder; (ii) Regulation M under the Securities Act; or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(ivRule 4310(c)(16) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeNASDAQ Stock Market.

Non-Contravention. The execution and delivery of this Agreement by the Company does not, and performance of this Agreement by the Company will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the CompanyDocuments, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 Company Shareholders' Approval and compliance with the requirements set forth in Section 2.3(d3.3(c), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a material default) under, or materially impair the Company’s or any of its Subsidiaries 's rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the material properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, Material Contract (as to defined in Section 3.14 except in the case of clauses (ii) and (iii), respectively) above, for any such conflictsconflict, violationsviolation, breachesbreach, defaults violation, impairment, alteration, termination, amendment, acceleration, cancellation or other occurrences which creation that, individually or in the aggregate, would not reasonably be material expected to have a Material Adverse Effect on the Company and its Subsidiaries, taken as a wholeCompany. Section 2.3(b)(iv3.3(b) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Company's or any of its Subsidiaries' Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, whichexcept those the failure of which to be obtained would not, if individually or in the aggregate not obtainedaggregate, would result in reasonably be expected to have a loss of benefits to Material Adverse Effect on the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeCompany.

Non-Contravention. The execution (a) Except as set forth on Section 4.05 of the Company Disclosure Letter or any required Client Consent in connection with the Transactions, and assuming the accuracy of the representations and warranties set forth in Section 5.07, the execution, delivery and performance by the Company and Operating Partnerships of this Agreement and the consummation by the Company does not, and performance Operating Partnerships of this Agreement by the Company Transactions do not and will not: not (i) assuming the Required Company Stockholders adopt this Agreementcontravene, conflict with or violate result in any violation or breach of any provision of the certificate of incorporation or bylaws (or comparable organizational documents) of any Acquired Company Charter Documents or any Subsidiary Charter Documents of Portfolio Company or any Subsidiary of the CompanyFund Documentation, (ii) assuming that the Governmental Permits referred to in Section 4.04 have been obtained, contravene, conflict with or result in a violation or breach of any Applicable Law, (iii) assuming compliance with the matters referred to in clauses (a) through (f) of Section 4.04 and, in the case of the consummation of the Public Merger, subject to obtaining the adoption of this Agreement Required Company Stockholder Approval, require any consent (other than Client Consents) by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d)any Person under, conflict constitute a default, or constitute an event that, with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with without notice or lapse of time or both both, would become constitute a default) , under, or materially impair cause or permit the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendmentcancellation, acceleration or cancellation ofother change of any right or obligation or the loss of any benefit to which an Acquired Company, any Fund or any Portfolio Company is entitled under any Contract to which any Acquired Company, any Fund or any Portfolio Company is a party or to which any of their respective properties or assets are bound or (iv) result in the creation of a any Lien on (other than Permitted Liens) upon any of the properties or assets of the Company any Acquired Company, any Fund or any Portfolio Company, except in the case of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (ii), (iii) and (iii)iv) above and, respectivelyin the case of clause (i) above solely as it relates to any Portfolio Company, for any such conflictsviolation, violationsbreach, breachesdefault, defaults right, termination, amendment, acceleration, cancellation, or other occurrences which loss that would not not, individually or in the aggregate, reasonably be material expected to the have a Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with Material Adverse Effect or prevent or materially delay the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeTransactions.

Non-Contravention. The execution and delivery of this Agreement by the Company does not, and performance of this Agreement Agreement, the performance by the Company of its covenants and obligations hereunder and the consummation by the Company of the transactions contemplated hereby do not and will not: not (ia) assuming the Required Company Stockholders adopt this Agreement, violate or conflict with any provision of the certificate of incorporation or violate bylaws of the Company Charter Documents or any Subsidiary Charter Documents the certificates of incorporation, bylaws or other constituent documents of any Subsidiary of the Company’s Subsidiaries, (iib) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements such Consents set forth in Section 2.3(d)4.4 of the Company Disclosure Letter, violate, conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affectedwith, or (iii) result in any the breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or materially impair result in the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party undertermination of, or give to others any rights of termination, amendment, acceleration or cancellation ofaccelerate the performance required by, or result in the creation a right of a Lien on any of the properties termination or assets of the Company or any of its Subsidiaries pursuant toacceleration under, any Company Scheduled Material Contract, except(c) assuming the Consents referred to in Section 4.5 are obtained or made and, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to in the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) case of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated herebyMerger, whichsubject to obtaining the Requisite Stockholder Approval if required by applicable Law, if individually violate or conflict with in the aggregate not obtained, would result in a loss of benefits any material respect any Law or Order applicable to the Company or any of its Subsidiaries that or by which any which of their properties or Assets are bound, or (d) result in the creation of any Lien (other than Permitted Liens) upon any of the Assets, except in the case of each of clauses (b), (c) and (d) above, for such violations, conflicts, defaults, terminations, accelerations or Liens which would be material to not have, individually or in the aggregate, a Company Material Adverse Effect or prevent or materially delay the consummation by the Company of the transactions contemplated hereby or the performance by the Company of its covenants and obligations hereunder. The Company has terminated the Dell Merger Agreement in accordance with its Subsidiaries, taken as a wholeterms and has no further obligations thereunder.

Non-Contravention. The Except as set forth in Section 4.4(b) of the Company Disclosure Schedule, the execution and delivery of this Agreement by the Company does not, and performance the consummation of this Agreement by the Company transactions contemplated hereby will not: not (with or without notice or lapse of time or both), (i) assuming the Required Company Stockholders adopt this Agreement, violate or conflict with any provision of the Restated Certificate of Incorporation or violate Bylaws of the Company Charter Documents or any Subsidiary Charter Documents similar governing documents of any Subsidiary of the Company's Subsidiaries, (ii) subject to obtaining the adoption of this Agreement by Company Required Statutory Approvals and the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d)Company Stockholders' Approval, violate or conflict with any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or violate license of any material Legal Requirement Governmental Authority applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, Assets or (iii) subject to obtaining the third-party consents set forth in Section 4.4(b) of the Company Disclosure Schedule (the "Company Required Consents"), violate, conflict with, or result in any a breach of any provision of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s trigger any obligation to repurchase, redeem or any of its Subsidiaries rights or materially alter the rights or obligations of any third party otherwise retire indebtedness under, or give to others any rights result in the termination of, or accelerate the performance required by, or result in a right of termination, amendmentcancellation, or acceleration of any obligation or cancellation ofthe loss of a material benefit under, or result in the creation of a Lien on any Encumbrance upon any of the properties or assets Assets of the Company or any of its Subsidiaries pursuant toto any provisions of any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company Scheduled Contractor any of its Subsidiaries is now a party or by which it or any of its Assets may be bound or affected, except, as to in the case of clauses (ii) and (iii), respectivelyas would not, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in have or be reasonably likely to have a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The execution and delivery of this Agreement the Transaction Documents by the Company does not, and performance of this Agreement the consummation by the Company of the issuance of the Securities as contemplated by this Agreement and consummation by the Company of the other transactions contemplated by the Transaction Documents do not and will not: , with or without the giving of notice or the lapse of time, or both, (i) assuming result in any violation of any term or provision of the Required Company Stockholders adopt this AgreementArticles of Incorporation, conflict with any Certificate of Designations of any outstanding series of preferred stock or violate Bylaws of the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the CompanySubsidiary, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to result in a breach by the Company or any Subsidiary of its Subsidiaries or by which the Company or any of its Subsidiaries the terms or any of their respective properties is bound or affectedprovisions of, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair result in the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation modification of, or result in the creation or imposition of a Lien on any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries Subsidiary pursuant to, any indenture, mortgage, deed of trust or other agreement or instrument to which the Company Scheduled Contractor any Subsidiary is a party or by which the Company or any Subsidiary or any of their respective properties or assets are bound or affected, exceptin any such case which would be reasonably likely to have a material adverse effect on the business, as to clauses properties, operations, condition (ii) and (iiifinancial or other), respectively, for any such conflicts, violations, breaches, defaults results of operations or other occurrences which would not be material to prospects of the Company and its the Subsidiaries, taken as a whole. Section 2.3(b)(iv) , or the validity or enforceability of, or the ability of the Company Disclosure Letter lists all consentsto perform its obligations under, waivers and approvals under the Transaction Documents, (iii) violate or contravene any applicable law, rule or regulation or any applicable decree, judgment or order of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated herebyany court, whichUnited States federal or state regulatory body, if individually administrative agency or in the aggregate not obtained, would result in a loss of benefits to other governmental body having jurisdiction over the Company or any Subsidiary or any of its Subsidiaries that their respective properties or assets, in any such case which would be reasonably likely to have a material to adverse effect on the business, properties, operations, condition (financial or other), results of operations or prospects of the Company and its the Subsidiaries, taken as a whole, or the validity or enforceability of, or the ability of the Company to perform its obligations under, the Transaction Documents, or (iv) have any material adverse effect on any permit, certification, registration, approval, consent, license or franchise necessary for the Company or any Subsidiary to own or lease and operate any of its properties and to conduct any of its business or the ability of the Company or any Subsidiary to make use thereof.

Non-Contravention. The execution and delivery of this Agreement by the Company does not, and performance the consummation of this Agreement by the transactions contemplated hereby will not, violate, conflict with, or result in a breach of any provision of, or constitute a default (with or without notice or lapse of time or both) under, or result in a right of termination, cancellation, or acceleration of any obligation under, result in the creation of any Lien, charge, "put" or "call" right or other encumbrance on, or the loss of, any of the properties or assets, including Intellectual Property, of the Company will not: or any of its subsidiaries (any such violation, conflict, breach, default, right of termination, cancellation or acceleration, loss or creation, a "Violation" with respect to the Company) or any of its subsidiaries or, to the knowledge of the Company, any of its joint ventures pursuant to any provisions of (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate subject to obtaining the Company Charter Documents Shareholders' Approval, the articles of incorporation or by-laws of the Company or any Subsidiary Charter Documents of any Subsidiary of the Companyits subsidiaries, (ii) subject to obtaining the adoption Company Required Statutory Approvals and the Company Shareholders' Approval, any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement Governmental Authority applicable to the Company or any of its Subsidiaries subsidiaries or, to the knowledge of the Company, any of its joint ventures, or any of their respective properties or assets, or (iii) subject to obtaining the Company Required Consents, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company or any of its subsidiaries is a party or by which the Company or any of its Subsidiaries subsidiaries or any of their respective properties is or assets may be bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair excluding from the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to foregoing clauses (ii) and (iii), respectively, for any ) such conflicts, violations, breaches, defaults or other occurrences which Violations as would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The Except as set forth in Section 4.4(b) of the Company Disclosure Schedule, the execution and delivery of this Agreement by the Company does do not, and performance the consummation of this Agreement by the Company transactions contemplated hereby will not: (i) assuming the Required Company Stockholders adopt this Agreement, violate, conflict with with, or violate the Company Charter Documents or any Subsidiary Charter Documents result in a breach of any Subsidiary of the Companyprovision of, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (with or an event that with without notice or lapse of time or both would become a defaultboth) under, or materially impair result in the Company’s termination or modification of, or accelerate the performance required by, or result in the grant of any of its Subsidiaries rights or materially alter (in addition to the rights or obligations under the employment agreements disclosed in Section 4.10(k) of any third party the Company Disclosure Schedule) under, or give to others any rights result in a right of termination, amendmentcancellation, or acceleration of any obligation or cancellation ofthe loss of a benefit under, or result in the creation of a Lien on any lien, security interest, charge or encumbrance ("LIENS") upon any of the properties or assets of the Company or any of its Subsidiaries subsidiaries or any of its joint ventures (any such violation, conflict, breach, default, right of termination, modification, cancellation or acceleration, grant, loss or creation, a "VIOLATION" with respect to the Company (such term when used in Article V having a correlative meaning with respect to Parent)) pursuant toto any provisions of (i) the certificate of incorporation, by-laws or similar governing documents of the Company, any of its subsidiaries or any of its joint ventures, (ii) subject to obtaining the Company Scheduled ContractRequired Statutory Approvals and the receipt of the Company Shareholders' Approval, exceptany statute, as law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority applicable to the Company, any of its subsidiaries or any of its joint ventures, or any of their respective properties or assets or (iii) subject to obtaining the third-party consents or other approvals set forth in Section 4.4(b) of the Company Disclosure Schedule (the "COMPANY REQUIRED CONSENTS") any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company, any of its subsidiaries or any of its joint ventures is a party or by which it or any of its properties or assets may be bound or affected, excluding from the foregoing clauses (i), (ii) and (iii), respectively, for any ) such conflicts, violations, breaches, defaults or other occurrences which Violations that would not reasonably be material expected to have, in the aggregate, a Company Material Adverse Effect and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with would not prevent the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMerger.

Non-Contravention. The Except as set forth in Section 3.4(b)(i) of the Seller Disclosure Schedule, the execution and delivery of this Agreement by the Company Seller does not, and performance the consummation of this Agreement by the Company transactions contemplated hereby will not: , violate or result in a material breach of any provision of, constitute a material default (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with without notice or lapse of time or both would become a defaultboth) under, result in the termination or materially impair modification of, accelerate the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party underperformance required by, or give to others any rights result in a right of termination, amendment, cancellation or acceleration of any obligation or cancellation ofthe loss of a material benefit under, or result in the creation of a Lien on any material Encumbrance, except for Permitted Encumbrances, upon any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses Subsidiary (ii) and (iii), respectively, for any such conflictsviolation, violationsbreach, breachesdefault, defaults right of termination, modification, cancellation or other occurrences which would not be material acceleration, loss or creation, is referred to herein as a “Violation” with respect to the Seller, the Company and its any Company Subsidiary, and such term when used in Article V has a correlative meaning with respect to the Buyer and the Buyer Subsidiaries) pursuant to any provisions of (i) the articles of incorporation, taken as a whole. Section 2.3(b)(iv) by-laws or similar governing documents of the Company Disclosure Letter lists all consentsSeller, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any Company Subsidiary, (ii) subject to obtaining the Seller Required Statutory Approvals, any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of its Subsidiaries that would be material any Governmental Authority applicable to the Seller, the Company and its Subsidiariesor any Company Subsidiary or any of their respective properties or assets, taken as or (iii) subject to obtaining the third-party consents set forth in Section 3.4(b)(iii) of the Seller Disclosure Schedule (the “Seller Required Consents”), any material note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Seller, the Company or any Company Subsidiary is a wholeparty or by which they or any of their respective properties or assets may be bound or affected, except in the case of clause (ii) or (iii) for any such Violation which is not reasonably likely to prevent, materially delay or materially impair the Seller’s ability to consummate the transactions contemplated by this Agreement.

Non-Contravention. The execution and delivery of this Agreement by the Company does notexecution, delivery, and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated by this Agreement, including the Merger, and of the transactions contemplated by the Voting Agreement by the Principal Stockholder, do not and will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption Requisite Company Vote, contravene or conflict with, or result in any violation or breach of, (A) the Charter Documents of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or (B) any resolution adopted by which the Company Board or any committee thereof, the stockholders of the Company or the board of directors or stockholders any of its Subsidiaries; (ii) assuming that all Consents contemplated by clauses (i) through (vi) of Section 3.03(c) have been obtained or made and, in the case of the consummation of the Merger, obtaining the Requisite Company Vote, contravene or conflict with or result in any violation of any Law, or give any Governmental Entity (in its capacity as a Governmental Entity, and not as a stockholder of the Company or any of its Subsidiaries) the right to prevent the consummation of the Merger under any Law applicable to the Company, any of its Subsidiaries, or any of their respective properties or assets, (iii) contravene or conflict with or result in any violation of any of the terms or requirements of, or give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Permit that is held by the Company or any of its Subsidiaries, or that otherwise relates to the business of, or any of the assets owned or used by, the Company or any of its Subsidiaries; (iv) cause the Company or any of its Subsidiaries to become subject to, or to become liable for the payment of, any Tax; (v) cause any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s assets owned by the Company or any of its Subsidiaries rights to be reassessed or materially alter the rights revalued by any taxing authority or obligations of any third party under, other Governmental Entity; or give to others any rights of termination, amendment, acceleration or cancellation of, or (vi) result in the creation of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled ContractSubsidiaries, except, as to in the case of each of clauses (ii) and ), (iii), respectively(iv), (v) and (vi), for any such contraventions, conflicts, violations, breaches, defaults defaults, loss of benefits, additional payments or other occurrences which would not be material liabilities, alterations, terminations, amendments, modifications, accelerations, cancellations, revocations, suspensions, withdrawals or Liens that, or where the failure to the Company and its Subsidiariesobtain any Consents, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consentsin each case, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate aggregate, does not obtained, would result in constitute a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The execution and delivery of this Agreement by the Company does not, and performance the consummation of this Agreement by the transactions contemplated hereby will not, violate, conflict with, or result in a breach of any provision of, or constitute a default (with or without notice or lapse of time or both) under, or result in a right of termination, cancellation, or acceleration of any obligation under, result in the creation of any Lien, charge, "put" or "call" right or other encumbrance on, or the loss of, any of the properties or assets, including Intellectual Property (as defined in SECTION 2.16), of the Company will not: or any of its subsidiaries (any such violation, conflict, breach, default, right of termination, cancellation or acceleration, loss or creation, a "VIOLATION" with respect to the Company (such term when used in ARTICLE III having a correlative meaning with respect to J Net)) or any of its subsidiaries or, to the knowledge of the Company, any of its joint ventures pursuant to any provisions of (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate subject to obtaining the Company Charter Documents Shareholders' Approval (as defined in SECTION 2.13), the articles of incorporation or by-laws of the Company or any Subsidiary Charter Documents of any Subsidiary of the Companyits subsidiaries, (ii) subject to obtaining the adoption of this Agreement by Company Required Statutory Approvals (as defined below) and the Company’s stockholders Company Shareholders' Approval (as contemplated defined in Section 5.2 and compliance with the requirements set forth in Section 2.3(dSECTION 2.13), conflict with any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or violate license of any material Legal Requirement Governmental Authority (as defined in SECTION 2.4(C)) applicable to the Company or any of its Subsidiaries subsidiaries or, to the knowledge of the Company, any of its joint ventures, or any of their respective properties or assets, or (iii) subject to obtaining the third-party consents or other approvals set forth in Section 2.4(b) of the Company Disclosure Schedule (the "COMPANY REQUIRED CONSENTS"), any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company or any of its subsidiaries is a party or by which the Company or any of its Subsidiaries subsidiaries or any of their respective properties is or assets may be bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair excluding from the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to foregoing clauses (ii) and (iii), respectively, for any ) such conflicts, violations, breaches, defaults or other occurrences which Violations as would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The Except as set forth in Section 3.4(b)(i) of the Seller Disclosure Schedule, the execution and delivery of this Agreement by the Company Seller does not, and performance the consummation of this Agreement by the Company transactions contemplated hereby will not: , violate or result in a material breach of any provision of, constitute a material default (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with without notice or lapse of time or both would become a defaultboth) under, result in the termination or materially impair modification of, accelerate the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party underperformance required by, or give to others any rights result in a right of termination, amendment, cancellation or acceleration of any obligation or cancellation ofthe loss of a material benefit under, or result in the creation of a Lien on any material Encumbrance, except for Permitted Encumbrances, upon any of the properties or assets of the Company or the Seller (in respect of the Company) (any such violation, breach, default, right of its Subsidiaries termination, modification, cancellation or acceleration, loss or creation, is referred to herein as a "Violation" with respect to the Seller and the Company and such term when used in Article V has a correlative meaning with respect to the Buyer) pursuant toto any provisions of (i) the articles of incorporation, by-laws or similar governing documents of the Seller, Utility, Development or Xxxxxxxx, or any Company Scheduled ContractSubsidiary, except, as to clauses (ii) and subject to obtaining the Seller Required Statutory Approvals (iiias defined in Section 3.4(c)), respectivelyany statute, for law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any such conflicts, violations, breaches, defaults or other occurrences which would not be material Governmental Authority applicable to the Company and its SubsidiariesSeller, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would their respective properties or assets, or (iii) subject to obtaining the third-party consents set forth in Section 3.4(b)(iii) of the Seller Disclosure Schedule (the "Seller Required Consents"), any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Seller, Utility, Development or Xxxxxxxx, or any Company Subsidiary, is a party or by which they or any of their respective properties or assets may be material bound or affected, except in the case of clause (ii) or (iii) for any such Violation which is not reasonably likely to the have a Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The execution execution, delivery and delivery of this Agreement performance by the Company does notand the Company Subsidiaries of this Agreement, and performance the consummation of this Agreement by the Company transactions contemplated hereby, do not and will not: not (i) assuming violate any provision of the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Organizational Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its the Company Subsidiaries; (ii) assuming the receipt of all consents, approvals, waivers and authorizations and the making of the notices and filings set forth on Schedule 7.02(c), to the Knowledge of the Company, conflict with, or result in the breach of, or constitute a default under, or result in the termination, cancellation, modification or acceleration (whether after the filing of notice or the lapse of time or both) of any right or obligation of the Company or any of the Company Subsidiaries under, or by result in a loss of any benefit to which the Company or any of its the Company Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) entitled under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation ofContract, or result in the creation of a any Lien on any of (other than Permitted Liens) upon the assets and properties or assets of the Company or any of the Company Subsidiaries; or (iii) assuming the receipt of all consents, approvals, waivers and authorizations and the making of notices and filings set forth on Schedule 7.02(c) or required to be made or obtained by AIG or any of its Affiliates, to the Knowledge of the Company, violate or result in a breach of or constitute a default under any Law, Governmental Order or Self-Regulatory Organization Approval to which the Company or any of the Company Subsidiaries pursuant tois subject, any Company Scheduled Contractother than, except, as to in the cases of clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults terminations, defaults, cancellations, accelerations, losses, violations or other occurrences which Liens that would not be material materially impair or delay the Company’s ability to the Company and perform its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeobligations hereunder.

Non-Contravention. The Except as set forth in Section 4.04(b) of the Company Disclosure Schedule, the execution and delivery of this Agreement by the Company does do not, and performance the consummation of this Agreement by the Company transactions contemplated hereby will not: (i) assuming the Required Company Stockholders adopt this Agreement, violate, conflict with with, or violate the Company Charter Documents or any Subsidiary Charter Documents result in a breach of any Subsidiary of the Companyprovision of, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (with or an event that with without notice or lapse of time or both would become a defaultboth) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights result in a right of termination, amendmentcancellation, or acceleration or cancellation ofof any obligation under, or result in the creation of a Lien on any lien, security interest, charge or encumbrance ("Liens") upon any of the properties or assets of the Company or any of its Subsidiaries subsidiaries (any such violation, conflict, breach, default, right of termination, cancellation or acceleration, loss or creation, a "Violation" with respect to the Company (such term when used in Article V having a correlative meaning with respect to Parent)) pursuant toto any provisions of (i) the articles of organization, by-laws or similar governing documents of the Company, any of its subsidiaries or any of its joint ventures, (ii) subject to obtaining the Company Scheduled ContractRequired Statutory Approvals and the receipt of the Company Shareholders' Approval, exceptany statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority (as defined in Section 4.04(c)) applicable to the Company, any of its subsidiaries or any of its joint ventures, or any of their respective properties or assets or (iii) subject to obtaining the third-party consents or other approvals set forth in Section 4.04(b) of the Company Disclosure Schedule (the "Company Required Consents") any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company, any of its subsidiaries or any of its joint ventures is a party or by which it or any of its properties or assets may be bound or affected, excluding from the foregoing clauses (i), (ii) and (iii), respectively, for any ) such conflicts, violations, breaches, defaults or other occurrences which Violations as would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The Except as set forth in SECTION 3.1(e) of the Company Disclosure Schedule, the execution and delivery of this Agreement by the Company does do not, and performance of this Agreement by the Company will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary consummation of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as transactions contemplated in Section 5.2 hereby and compliance with the requirements set forth in Section 2.3(d)provisions hereof will not, conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affectedwith, or (iii) result in any breach of violation of, or constitute a default (with or an event that with without notice or lapse of time time, or both would become a defaultboth) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give rise to others any rights a right of termination, amendment, cancellation or acceleration of or cancellation of"put" right with respect to any obligation or the loss of a material benefit under, or result in the creation of a any Lien on any of the properties or assets of the Company or any of its the Company Subsidiaries pursuant tounder, any provision of (i) the Certificate of Incorporation or bylaws of the Company, each as amended through the date hereof (the "COMPANY CHARTER DOCUMENTS") or the comparable organizational documents of any of the Company Scheduled ContractSubsidiaries, except(ii) any loan or credit agreement, as note, bond, mortgage, indenture, lease, or other agreement, instrument, permit, concession, franchise or license applicable to the Company or the Company Subsidiaries or their respective properties or assets or (iii) subject to governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation or arbitration award applicable to the Company or any of the Company Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), respectively, for any such conflicts, violationsviolations or defaults, breachesrights or Liens that individually or in the aggregate would not have, defaults or other occurrences which would not be reasonably likely to have, a material to adverse effect on the Company and its Subsidiarieswould not, taken as a whole. Section 2.3(b)(iv) or would not be reasonably likely to, materially impair the ability of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a whole.

Non-Contravention. The execution execution, delivery and delivery performance by the Company, Team, Team Finance and Team MergerSub of this Agreement and the consummation by the Company does notCompany, Team, Team Finance and performance Team MergerSub of this Agreement by the Company transactions contemplated hereby do not and will not: (ia) contravene or conflict with any of their respective certificates of formation, limited liability company agreements, charter, by-laws or equivalent organizational documents; (b) assuming that all of the Company Required Company Stockholders adopt this AgreementGovernmental Consents are obtained, contravene or conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents constitute a violation of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with Law or violate any material Legal Requirement Order binding upon or applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries Subsidiary or any of their respective properties is bound properties, rights or affectedassets; (c) require any consent or other action by any Person under, or (iii) result in any breach of or constitute a default under or give rise to a right of termination, cancellation, amendment, payment or acceleration (in each case, with or an event that with without due notice or lapse of time or both would become a defaultboth) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation any other change of a Lien on any of the properties right or assets obligation of the Company or any Company Subsidiary or to a loss of its Subsidiaries pursuant to, any benefit or status to which the Company or any Company Scheduled ContractSubsidiary is entitled under any provision of any Material Contract binding upon the Company or any Company Subsidiary or any of their respective properties, exceptrights or assets or any material Permit or other similar authorization held by the Company or any Company Subsidiary; or (d) result in the creation or imposition of any Lien on any property, as to clauses right or asset of the Company or any Company Subsidiary, other than, in the case of each of (iib), (c) and (iiid), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which items that would not reasonably be material to the Company and its Subsidiariesexpected to, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in (x) have a loss Company Material Adverse Effect or (y) prevent or materially impair the ability of benefits the Company, Team, Team Finance, Team MergerSub, Purchaser or PurchaserSub to consummate the transactions contemplated by this Agreement. Notwithstanding anything to the Company or any of its Subsidiaries that would be material to contrary in this Agreement, the Company and its Subsidiaries, taken as a wholedoes not make any representation or warranty pursuant to this Section 3.04 regarding the transactions contemplated by Sections 1.04(a) or 1.04(b).

Non-Contravention. The execution and delivery by the Company of this Agreement and all other agreements and documents contemplated hereby to which it is a party, the performance by the Company does not, of its covenants and performance of this Agreement obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby do not and will not: not (ia) assuming the Required Company Stockholders adopt this Agreement, violate or conflict with any provision of the certificate of incorporation or violate bylaws of the Company Charter Documents or any Subsidiary Charter Documents equivalent organization or governing documents of any Subsidiary of the Company, its Subsidiaries; (iib) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements such Consents set forth in Section 2.3(d)3.5 of the Company Disclosure Letter, violate, conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affectedwith, or (iii) result in any the breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or materially result in the termination of, or accelerate the performance required by, or result in a right of purchase, amendment, payment, cancellation, termination or acceleration under, or impair the Company’s or any of its Subsidiaries Subsidiaries’ rights under, or materially alter their respective obligations or alter the material rights or obligations of any third party under, any Contract to which the Company or give any of its Subsidiaries is a party or under any Permit of the Company or any of its Subsidiaries; (c) assuming the Consents referred to others in Section 3.5 are obtained or made and, in the case of the consummation of the Merger, subject to obtaining the Requisite Stockholder Approval, violate or conflict with any rights of terminationLaw, amendment, acceleration or cancellation ofOrder, or rule of the NYSE applicable to the Company or any of its Subsidiaries or by which any of their properties or assets are bound; or (d) result in the creation of a any Lien on (other than Permitted Liens) upon any of the properties or assets of the Company or any of its Subsidiaries pursuant toSubsidiaries, any Company Scheduled Contract, except, as to except in the case of each of clauses (iib), (c) and (iii), respectivelyd) above, for any such violations, conflicts, violationsdefaults, breachesterminations, defaults accelerations or other occurrences Liens which would not reasonably be expected to result in a liability material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of , or prevent or materially delay the consummation by the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated herebyhereby or the performance by the Company of its covenants and obligations hereunder. The Company has made available to Parent correct and complete copies of the minutes (or, which, if individually or in the aggregate case of minutes that have not obtainedyet been finalized, would result in a loss drafts thereof) of benefits to all meetings of stockholders, the Company or any Board, and each committee of the Company Board and the governing body of each of its Subsidiaries that would be material to held since December 31, 2015, other than the minutes of those meetings of the Company Board and its Subsidiariescommittees thereof at which the negotiation and execution of this Agreement or any prior negotiations with any third parties in respect of any similar transactions were discussed, taken and such minutes contain a complete (except as a wholeredacted) and correct, in all material respects, record of the meetings and other corporate actions held or taken.

Non-Contravention. The execution and execution, delivery of this Agreement by the Company does not, and performance of this Agreement by the Company, and the consummation by the Company will not: of the transactions contemplated hereby (including issuance of the Securities), do not (i) assuming the Required Company Stockholders adopt this Agreement, contravene or conflict with the Certificate of Incorporation (the “Certificate of Incorporation”) or violate Bylaws (the “Bylaws”) of the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, Subsidiary; (ii) subject to obtaining assuming the adoption accuracy of this Agreement the representations and warranties made by the Company’s stockholders as contemplated Purchasers in Section 5.2 and compliance with the requirements set forth 4 hereof, constitute a violation in Section 2.3(d), conflict with or violate any material Legal Requirement respect of any provision of any federal, state, local or foreign law, rule, regulation, order, judgment or decree applicable to the Company or any Subsidiary or by which any of its Subsidiaries the Company’s or any Subsidiary’s assets are bound or affected; or (iii) constitute a default or require any consent under, give rise to any right of termination, cancellation or acceleration of, or to a loss of any material benefit to which the Company or any Subsidiary is entitled under, or result in the creation or imposition of any material lien, claim or encumbrance on any assets of the Company or any Subsidiary under, any agreement, credit facility, debt or other instrument or other understanding to which the Company or any Subsidiary is a party or is bound or any permit, license or similar right relating to the Company or any Subsidiary or by which the Company or any of its Subsidiaries or any of their respective properties is Subsidiary may be bound or affected. The transactions contemplated under this Agreement (together with any issuance by the Company or entering into by the Company of any options or other derivative securities in respect of its stock, whether or not undertaken as part of the transactions entered into under this Agreement), is not intended to be, and do not constitute, fraudulent, deceptive, manipulative or otherwise unlawful acts, practices or trading activities by the Company for purposes of applicable U.S. federal and state securities laws and regulations and all rules and regulations of any exchange on which the Company’s stock is listed, including, without limitation, any actions or omissions which would violate or require the disgorgement of profits under any of: (i) Sections 9(a), 10(b) or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any rules or regulations adopted thereunder; (ii) Regulation M under the Securities Act; or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(ivRule 5250(b)(1) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeNasdaq.

Non-Contravention. The execution Except as set forth on Section 3.04 of the Company Disclosure Schedule, the execution, delivery and delivery performance by Company of this Agreement by the Company does do not, and performance the consummation by Company of this Agreement by the Company transactions contemplated hereby will not: (ia) assuming receipt of the Required Company Stockholders adopt this Agreementapproval of shareholders referred to in Section 3.02, contravene or conflict with the articles of incorporation, bylaws or violate the Company Charter Documents or any Subsidiary Charter Documents similar organizational documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries Significant Subsidiaries; (b) assuming compliance with the matters referred to in Section 3.03, contravene or by which the conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to Company or any of its Subsidiaries or any of their respective properties is bound or affected, or Subsidiaries; (iiic) result in any breach of or constitute a default (or an event that which with notice or notice, the lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, under or give rise to others any rights a right of termination, amendment, cancellation or acceleration of any right or cancellation of, or result in the creation obligation of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as or to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits any benefit to the which Company or any of its Subsidiaries that would be material to is entitled under any provision of any agreement, contract or other instrument binding upon Company or any of its Subsidiaries and which either has a term of more than one year or involves the payment or receipt of money in excess of $1,000,000 (a "Company and Agreement") or any license, franchise, permit or other similar authorization held by Company or any of its Subsidiaries; or (d) result in the creation or imposition of any Lien on any asset of Company or any of its Subsidiaries, taken as except for such contraventions, conflicts or violations referred to in clause (b) or defaults, rights of termination, cancellation or acceleration, losses or Liens referred to in clause (c) or (d) that would not, individually or in the aggregate, have a wholeMaterial Adverse Effect on Company. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset.

Non-Contravention. The execution and delivery of this Agreement by the Company does not, and performance of this Agreement Agreement, the performance by the Company of its covenants and obligations hereunder and the consummation by the Company of the transactions contemplated hereby do not and will not: not (ia) assuming the Required Company Stockholders adopt this Agreement, violate or conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary provision of the Company, (ii) subject to obtaining the adoption certificate of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with incorporation or violate any material Legal Requirement applicable to bylaws of the Company or any of its Subsidiaries or by which Subsidiaries; (b) subject to obtaining such Consents set forth in Section 3.4 of the Company or any of its Subsidiaries or any of their respective properties is bound or affectedDisclosure Letter, violate, conflict with, or (iii) result in any the breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or materially impair result in the Company’s termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, any Contract to which the Company or any of its Subsidiaries rights is a party; (c) assuming the Consents referred to in Section 3.5 are obtained or materially alter made and, in the rights case of the consummation of the Merger, subject to obtaining the Requisite Stockholder Approval, violate or obligations conflict with any Law or Order applicable to the Company or any of its Subsidiaries or by which any third party under, of their properties or give to others any rights of termination, amendment, acceleration assets are bound; or cancellation of, or (d) result in the creation of a any Lien on (other than Permitted Liens) upon any of the properties or assets of the Company or any of its Subsidiaries pursuant toSubsidiaries, any Company Scheduled Contract, except, as to except in the case of each of clauses (iib), (c) and (iii), respectivelyd) above, for any such violations, conflicts, violationsdefaults, breachesterminations, defaults accelerations or other occurrences Liens which would not be material to have, individually or in the aggregate, a Company Material Adverse Effect or prevent or materially delay the consummation by the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated herebyhereby or the performance by the Company of its covenants and obligations hereunder. The Company has terminated the Uphill Merger Agreement in accordance with Section 8.1(e) thereof, which, if individually or and instructed the Company Escrow Agent (as defined in the aggregate not obtained, would result in a loss of benefits Uphill Merger Agreement) to release the Company or any Escrow Amount (as defined in the Uphill Merger Agreement) to Uphill. Each of the Company Escrow Agreement (as defined in the Uphill Merger Agreement), the DB Escrow Agreement (as defined in the Uphill Merger Agreement) and the CMB Escrow Agreement (as defined in the Uphill Merger Agreement) has been terminated. The Company has made available to Parent correct and complete copies of the minutes (or, in the case of minutes that have not yet been finalized, drafts thereof) of all meetings of stockholders, the Board of Directors and each committee of the Board of Directors of the Company and each of its Subsidiaries that would be material to held since January 1, 2013, other than the Company minutes of those meetings of the Board of Directors and its Subsidiaries, taken as a wholecommittees thereof at which the negotiation and execution of this Agreement or any prior negotiations with any third parties in respect of any similar transactions were discussed.

Non-Contravention. The execution and delivery of this Agreement by the Company NPS does not, and performance of this Agreement by the Company NPS will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company NPS Charter Documents Documents, the certificate of incorporation or bylaws of Holdco or any other Subsidiary Charter Documents of any Subsidiary of the CompanyNPS, (ii) subject to obtaining the adoption of this Agreement by the Company’s NPS's stockholders as contemplated in Section 5.2 hereof and compliance with the requirements set forth in Section 2.3(d)3.3(c) hereof, conflict with or violate any material Legal Requirement applicable to the Company NPS or any of its Subsidiaries or by which the Company NPS or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a material default) under, or materially impair the Company’s or any of its Subsidiaries NPS's rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Company NPS or any of its Subsidiaries pursuant to, any Company Scheduled Contractmaterial note, exceptbond, as to clauses (ii) and (iii)mortgage, respectivelyindenture, for any such conflictscontract, violationsagreement, breacheslease, defaults license, permit, authorization, consent, approval, franchise or other occurrences instrument or obligation to which would not be material to the Company and its Subsidiaries, taken as NPS or any Subsidiary of NPS is a wholeparty or by which NPS or any Subsidiary of NPS or any of their respective properties are bound or affected. Section 2.3(b)(iv3.3(b) of the Company NPS Disclosure Letter lists contains a complete and accurate list of all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a whole.

Non-Contravention. The execution execution, delivery and delivery performance by the Company of this Agreement and the Option Agreements and the consummation by the Company does not, of the transactions contemplated hereby and performance of this Agreement by the Company thereby do not and will not: not (ia) assuming the Required Company Stockholders adopt this Agreement, contravene or conflict with the certificate of incorporation or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary by-laws of the Company, (iib) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and assuming compliance with the requirements set forth matters referred to in Section 2.3(d)3.3 and subject to receipt of the Company Stockholder Approval, contravene or conflict with or violate constitute a violation of any material Legal Requirement provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to the Company or any of its Subsidiaries (as defined in Section 3.6), (c) subject to receipt of the Company Stockholder Approval, constitute a default under or by give rise to any right of termination, cancellation or acceleration of any right or obligation of the Company or any of its Subsidiaries or to a loss of any benefit to which the Company or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding upon the Company or any of its Subsidiaries or any of their respective properties is bound license, franchise, permit or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair other similar authorization held by the Company’s Company or any of its Subsidiaries rights or materially alter the rights or obligations of any third party underSubsidiaries, or give to others any rights of termination, amendment, acceleration or cancellation of, or (d) result in the creation or imposition of a any Lien on any of the properties or assets asset of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(ivexcept for such contraventions, conflicts or violations referred to in clause (b) or defaults, rights of the Company Disclosure Letter lists all consentstermination, waivers and approvals under any of the Company Scheduled Contracts required cancellation or acceleration, or losses or Liens referred to be obtained in connection with the consummation of the transactions contemplated herebyclause (c) or (d) that would not, which, if individually or in the aggregate aggregate, have a Material Adverse Effect on the Company. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance (i) for Taxes (as defined in Section 3.13) not obtainedyet due or being contested in good faith or (ii) which is a carriers', would result warehousemen's, mechanics', materialmen's, repairmen's or other like lien arising in the ordinary course of business. Neither the Company nor any Subsidiary of the Company is a loss party to any agreement that expressly limits the ability of benefits to the Company or any Subsidiary of its Subsidiaries that would be material the Company to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of time except to the Company and its Subsidiariesextent that any such limitation, taken as individually or in the aggregate, would not have a wholeMaterial Adverse Effect on Parent or the Surviving Corporation immediately after the Effective Time.

Non-Contravention. The execution and delivery of this Agreement by the Company does not, and performance of this Agreement by the Company and the consummation of the Company Merger and the transactions contemplated hereby will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, ; (ii) subject to obtaining the approval and adoption of this Agreement and the approval of the Company Merger by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d2.3(c), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective material properties is bound or affected, ; or (iii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a material Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, Material Contract (as to clauses (ii) and (iiidefined in Section 2.15), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv2.3(b) of the Company Disclosure Letter lists as of the date hereof all consents, waivers and approvals under any of the Company Scheduled Company’s or any of its Subsidiaries’ Contracts currently in effect required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate are not obtained, would result in a material loss of benefits to the Company Company, Parent or any the Surviving Corporation as a result of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMerger.

Non-Contravention. (a) The execution execution, delivery and delivery performance by Parent and Merger Subsidiary of this Agreement and the consummation by Parent and Merger Subsidiary of the Company does not, transactions contemplated hereby do not and performance of this Agreement by the Company will not: not (i) contravene, conflict with, or result in any violation or breach of any provision of the certificate of incorporation or bylaws of Parent or the certificate of formation or limited liability company agreement of Merger Subsidiary, (ii)(A) contravene, conflict with, or result in any violation or breach of any provision of the comparable organizational documents of any of Parent’s Significant Subsidiaries (including the memorandum and the articles of association of any such Subsidiary registered in England and Wales or Scotland), or (B) contravene, conflict with, or result in any violation or breach of any provision of the comparable organizational documents of any of Parent’s Subsidiaries other than its Significant Subsidiaries or Merger Subsidiary (including the memorandum and the articles of association of any such Subsidiary registered in England and Wales or Scotland), (iii) assuming compliance with the Required Company Stockholders adopt this Agreementmatters referred to in Section 4.03, contravene, conflict with or violate the Company Charter Documents result in a violation or any Subsidiary Charter Documents breach of any Subsidiary provision of the Companyany Applicable Law, (iiiv) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and assuming compliance with the requirements set forth matters referred to in Section 2.3(d)4.03, conflict with require any consent or violate other action by any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affectedPerson under, or (iii) result in any breach of or constitute a default (default, or an event that that, with or without notice or lapse of time or both both, would become constitute a default) , under, or materially impair cause or permit the Company’s termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or any of its Subsidiaries rights or materially alter the rights or obligations is entitled under (A) any provision of any third party underagreement or other instrument binding upon Parent or any of its Subsidiaries, or give to others (B) any rights of terminationParent Communications License or other Governmental Authorization held by, amendment, acceleration or cancellation ofaffecting, or relating in any way to, the assets or business of Parent or any of its Subsidiaries, or (v) result in the creation or imposition of a any Lien on any asset of the properties or assets of the Company Parent or any of its Subsidiaries pursuant toSubsidiaries, any Company Scheduled Contract, except, as to with only those exceptions in the case of clauses (iiii)(B) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which iii)-(v) as would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result a Parent Material Adverse Effect (which term shall be interpreted, for purposes of this Section 4.04, without clauses (iv) and (vi) in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholedefinition thereof).

Non-Contravention. The execution execution, delivery and delivery performance of this Agreement each of the Transaction Documents by the Company, and the consummation by the Company does notof the transactions contemplated thereby, and performance of this Agreement by the Company will not: not (ia) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents result in a violation of any Subsidiary provision of the Articles of Incorporation or Bylaws of the Company, (iib) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), violate or conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affectedwith, or (iii) result in any a breach of any provision of, or constitute a default (or an event that which with notice or lapse of time or both would could become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument to which the Company or any of its Subsidiaries is a party or (c) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the creation of a Lien on Company or any of its Subsidiaries or by which any property or asset of the properties Company or any of its Subsidiaries is bound or affected, except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is in violation of its Articles of Incorporation, Bylaws or other organizational documents and neither the Company nor any of its Subsidiaries is in default (and no event has occurred which with notice or lapse of time or both could put the Company or any of its Subsidiaries in default) under, and neither the Company nor any of its Subsidiaries has taken any action or failed to take any action that would give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party or by which any property or assets of the Company or any of its Subsidiaries pursuant tois bound or affected, any Company Scheduled Contractexcept for possible defaults as would not, exceptindividually or in the aggregate, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to have a Material Adverse Effect. The businesses of the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) if any, are not being conducted in violation of the Company Disclosure Letter lists all consentsany law, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated herebyrule, whichregulation, if individually order, judgment or in the aggregate not obtained, would result in a loss of benefits decree applicable to the Company or any of its Subsidiaries that or their respective properties or assets, ordinance or regulation of any governmental entity, except for such violations as would be material to not, individually or in the Company and its Subsidiariesaggregate, taken as have a wholeMaterial Adverse Effect.

Non-Contravention. The execution and delivery of this Agreement and the CVR Agreement by the Company does not, and the performance of this Agreement and the CVR Agreement by the Company will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement Requirements applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv2.3(b) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a whole.

Non-Contravention. The execution and delivery of this Agreement and the Related Documents by the Company does and its Subsidiaries do not, and performance the consummation of this Agreement by the Company transactions contemplated hereby and thereby will not: (i) assuming the Required Company Stockholders adopt this Agreement, violate, conflict with with, or violate the Company Charter Documents or any Subsidiary Charter Documents result in a breach of any Subsidiary of the Companyprovision of, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a defaulttime) under, or materially impair result in the Company’s termination or any of its Subsidiaries rights or materially alter the rights or obligations of any third party undermodification of, or give to others any rights accelerate the performance required by, or result in a right of termination, amendmentcancellation, or acceleration of any obligation or cancellation ofthe loss of a benefit under, or result in the creation of a any Lien on upon any of the properties or assets of the Company or any of its Subsidiaries or any of its Joint Ventures (any such violation, conflict, breach, default, right of termination, modification, cancellation or acceleration, loss or creation, a "Violation" with respect to the Company, its Subsidiaries and Joint Ventures) pursuant toto any provisions of (i) the articles of incorporation, by-laws or similar governing documents of the Company, subject to Section 4.4(b)(i) of the Company Disclosure Schedule, any of its Subsidiaries or any of its Joint Ventures, (ii) subject to obtaining the Company Scheduled ContractRequired Statutory Approvals and the receipt of the Company Shareholders' Approval, exceptany statute, as law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority applicable to the Company, any of its Subsidiaries or any of its Joint Ventures, or any of their respective properties or assets or (iii) subject to obtaining the third-party consents or other approvals set forth in Section 4.4(b)(iii) of the Company Disclosure Schedule (the "Company Required Consents"), any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease, commitment, security agreement, loan agreement, or other instrument, obligation, agreement or other Contract of any kind to which the Company, any of its Subsidiaries or any of its Joint Ventures is a party or by which any of such persons or any of their properties or assets may be bound or affected, excluding from the foregoing clauses (ii) and (iii), respectively, for any ) such conflicts, violations, breaches, defaults or other occurrences which Violations as would not be material to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The execution and delivery Except as set forth in Section 4.03(b) of this Agreement by the Company does notDisclosure Letter, the execution, delivery and performance of this Agreement and the Subsidiary Transfer Agreement by the Company, as applicable, does not, and the consummation by the Company of the transactions contemplated hereby, including the Offer and the Merger, and the Subsidiary Transfer Agreement and the other transactions contemplated thereby, as applicable, do not and will not: (i) assuming contravene or conflict with, or result in any violation or breach of, the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of the Company or any Subsidiary of the Company, its Subsidiaries; (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in clauses (i) through (v) of Section 2.3(d)4.03(c) and, in the case of the consummation of the Merger, obtaining the Requisite Company Vote if required by applicable Laws, conflict with or violate any material Legal Requirement Law applicable to the Company or any of its Subsidiaries or by which the Company or Company, any of its Subsidiaries or any of their respective properties is bound or affectedassets; (iii) contravene or conflict with, or result in any violation of any of the terms or requirements of, or give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or modify, any Permit; (iiiiv) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation ofcancellation, or require any Consent under, any Company Material Contract to which the Company or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or (v) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled ContractSubsidiaries, except, as to in the case of each of clauses (ii) and ), (iii), respectively, (iv) and (v) for any such conflicts, violations, breaches, defaults defaults, alterations, terminations, amendments, accelerations, cancellations or other occurrences which Liens, or where the failure to obtain any Consents, in each case, would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The execution and execution, delivery of this Agreement by the Company does not, and performance of this Agreement by and the Company transactions contemplated hereby do not and will notnot result in a breach of any of the terms and provisions of, or constitute a default under: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents Company’s or any Subsidiary Charter Documents of any Subsidiary of the CompanySubsidiaries charter, bylaws or other organizational documents, as the case may be; (ii) subject any statute, indenture, mortgage, deed of trust, voting trust agreement, note, lease or other agreement or instrument to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries Subsidiary (as defined below) is a party or by which the Company, any subsidiary or any of their respective properties is bound or affected, or bound; (iii) result in any breach rule or regulation or order of any court or constitute a default (other governmental agency or an event that body with notice or lapse of time or both would become a default) under, or materially impair jurisdiction over the Company’s , any Subsidiary or any of its Subsidiaries rights or materially alter the rights or obligations of any third party undertheir respective properties, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, except for any such conflicts, violationsbreaches or defaults that do not result in and could not reasonably be expected to result in, breachesindividually or in the aggregate, defaults a Company MAE (as defined below); and no consent, approval, authorization or other occurrences which would not be material to order of any court or governmental agency or body has been or is required for the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) performance of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with this Agreement or for the consummation of the transactions contemplated herebyherein except as have been obtained or will be obtained under the Securities Act, whichfrom the Financial Industry Regulatory Authority, if individually Inc. (“FINRA”) or as may be required under the applicable “blue sky” or other state securities laws in connection with the aggregate not obtained, would result offer and sale of the Shares or under the laws of states in a loss of benefits to which the Company or any of the Subsidiaries may own real properties in connection with its Subsidiaries qualification to transact business in those states or as may be required by subsequent events which may occur. As used in this Agreement, “Company MAE” means any event, circumstance, occurrence, fact, condition, change or effect, individually or in the aggregate, that would is, or could reasonably be material expected to be, materially adverse to (A) the condition, financial or otherwise, earnings, business, affairs or prospects of the Company and its Subsidiaries, taken the Subsidiaries considered as a whole, or (B) the ability of the Company to perform its obligations under this Agreement or the validity or enforceability of this Agreement.

Non-Contravention. The execution Except as set forth on Section 4.4 of the Company Disclosure Schedules, the execution, delivery and delivery performance by the Company of this Agreement and the consummation by the Company does of the Transactions do not and will not, assuming compliance with the matters referred to in Section 4.2 and performance of this Agreement by the Company will not: Section 4.3, (ia) assuming the Required Company Stockholders adopt this Agreement, contravene or conflict with or violate constitute a violation of the Company Charter Documents or any Subsidiary Charter Documents the Company Bylaws or the organizational documents of any Subsidiary of the Company, (iib) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), contravene or conflict with or violate constitute a violation of any material Legal Requirement provision of any Law binding upon or applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affectedSubsidiaries, or (iiic) result in a breach of, require any breach of or consent under, constitute a default (or an event that with notice or lapse the passage of time or both would become a default) under, or materially impair the Company’s or give rise to any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights right of termination, amendmentcancellation, amendment or acceleration of any right or cancellation of, or result in the creation of a Lien on any of the properties or assets obligation of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as or to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits any benefit to which the Company or any of its Subsidiaries that would be material to is entitled under any provision of, any agreement, contract or other instrument binding upon the Company and or any of its Subsidiaries or any Permit or similar authorization held by the Company or any of its Subsidiaries or (d) result in the creation or imposition of any Encumbrance (other than any Permitted Encumbrance) on any property or other asset of the Company or any of its Subsidiaries, taken as except for such contraventions, conflicts or violations referred to in clause (b) or breaches, consents, defaults, rights of termination, cancellations, amendments or accelerations, losses or Encumbrances referred to in clause (c) or (d) that, individually or in the aggregate, have not had, and would not be reasonably expected to have, a wholeCompany Material Adverse Effect.

Non-Contravention. The Neither the execution and delivery of this Agreement by the Company does not, and performance of this Agreement by the Company will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with nor the consummation of the transactions contemplated hereby, whichnor compliance by the Company with any of the terms and provisions hereof, if individually will (i) violate, contravene, conflict with or in the aggregate not obtained, would result in a loss breach of benefits any provision of the Company's Articles of Incorporation or By-laws or the Articles or Certificate of Incorporation or By-laws (or other equivalent organizational documents) of any Subsidiary, (ii) except as set forth on Section 3.03 of the Disclosure Schedule, result in any material respects in any breach or violation of, conflict with, or constitute or result in a default or event of default or event which, with notice or lapse of time or both, would constitute such a default or event of default (or give rise to any right of termina tion, cancellation, payment or acceleration, or any other right to materially diminish the rights of, or materially increase the obligations or costs to, the Company or any Subsidiary) under, or require any consent pursuant to, or result in the creation or imposition of its Subsidiaries that would be material to any lien, charge or encumbrance of any nature whatsoever on any of the properties or assets owned, leased or managed by the Company and its Subsidiariesand/or any Subsidiary under the terms or provisions of, taken as any material note, bond, mortgage, license, franchise, permit, lease, indenture, agreement, contract or other instrument or obligation to which the Company and/or any Subsidiary is a wholeparty or to which any of the material properties or assets owned, leased or managed by the Company or any Subsidiary are bound or otherwise affected or (iii) contravene or violate in any material respects any law, rule, regulation, licensing requirement, permit, order or decree of any court, arbitrator or any other agency of government or authority by which the Company or any Subsidiary is bound or by which any material properties or assets owned, leased or managed by the Company or any Subsidiary are bound or otherwise affected.

Non-Contravention. The execution Except as set forth on Section 4.04 of the Company Disclosure Letter, the execution, delivery and delivery performance by the Company of this Agreement and the consummation by the Company does not, of the Transactions do not and performance of this Agreement by the Company will not: not (i) assuming the Required Company Stockholders adopt this Agreementcontravene, conflict with or violate result in any violation or breach of any provision of the certificate of incorporation or bylaws (or comparable organizational documents) of the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Companyits Subsidiaries, (ii) assuming that the consents, approvals, authorizations, filings and notices referred to in Section 4.03 have been obtained or made, any applicable waiting periods referred to therein have terminated or expired, and subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d)Required Company Stockholder Approval, contravene, conflict with or violate result in a violation or breach of any material Legal Requirement Applicable Law, (iii) assuming that the consents, approvals, authorizations, filings and notices referred to in Section 4.03 have been obtained or made, any applicable waiting periods referred to therein have terminated or expired, and subject to obtaining the Required Company Stockholder Approval, (x) result in the creation or imposition of any Lien (other than a Permitted Lien) upon any assets, properties or businesses of the Company or any of its Subsidiaries or (y) result in or give to others any rights of cancellation, modification, action amendment, acceleration or revocation of any Company License, or (iv) require any consent by any Person (other than a Governmental Authority) under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default, under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Company or any of its Subsidiaries or is entitled under any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give Contract to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of which the Company or any of its Subsidiaries pursuant tois a party or by which their respective assets, properties or businesses are bound, except in the case of clause (ii), clause (iii) and clause (iv) above, any Company Scheduled Contractsuch violation, exceptbreach, as to clauses (ii) default, right, termination, amendment, acceleration, cancellation, or loss that has not had and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The execution and delivery of this Agreement by the Company does notexecution, delivery, and performance of this Agreement the Transaction Documents by the Company will not: (i) assuming and the Required Company Stockholders adopt this Agreement, conflict with or violate consummation of the transactions contemplated thereby by the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, do not and will not (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iiia) result in any a breach of any of the terms and provisions of, or constitute a default (or an event that which with notice or lapse of time time, or both both, would become constitute a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation or imposition of a Lien on any of the properties lien, charge or encumbrance upon any property or assets of the Company or any of its Subsidiaries subsidiaries pursuant toto any agreement, any Company Scheduled Contractinstrument, exceptfranchise, as license or permit to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under or any of the Company Scheduled Contracts required to its subsidiaries is a party or by which any of such corporations or their respective properties or assets may be obtained in connection with the consummation bound or (b) violate any judgment, decree, order, statute, rule or regulation of the transactions contemplated herebyany court or any public, which, if individually governmental or in the aggregate not obtained, would result in a loss of benefits regulatory agency or body applicable to the Company or any of its Subsidiaries subsidiaries or any of their respective properties or assets, other than such breaches, defaults or violations that would be material are not reasonably expected to impair the ability of the Company to consummate the transactions contemplated by the Transaction Documents. The execution, delivery and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated thereby do not and will not violate or conflict with any provision of the certificate of incorporation or by-laws of the Company or any of its subsidiaries, as currently in effect. Except as set forth in Section 3.3 of the Disclosure Letter dated the date hereof from the Company to the Purchasers (the "Disclosure Letter"), no consent, approval, authorization, order, registration, filing, qualification, license or permit of or with any court or any government agency or body or self regulatory organization (including, without limitation, the NASD or the NASDAQ Stock Market) applicable to the Company or any of its subsidiaries or any of their respective properties or assets is required for the execution, delivery and its Subsidiariesperformance of the Transaction Documents or the consummation of the transactions contemplated thereby, taken as a wholeincluding the issuance, sale and delivery of the Purchased Securities to be issued, sold and delivered by the Company hereunder and the issuance of the Additional Preferred Shares, the Additional Warrants, and the issuance of shares of the Company's common stock upon exercise of the Warrants and the Additional Warrants.

Non-Contravention. The execution Except as set forth on Section 3.04 of the Company Disclosure Schedule, the execution, delivery and delivery performance by the Company of this Agreement do not, and the consummation by the Company does not, and performance of this Agreement by the Company transactions contemplated hereby will not: (ia) assuming receipt of the Required Company Stockholders adopt approval of shareholders referred to in Section 3.02 with respect to this Agreement, contravene or conflict with the certificate of incorporation, bylaws or violate the Company Charter Documents or any Subsidiary Charter Documents similar organizational documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries Significant Subsidiaries; (b) assuming compliance with the matters referred to in Section 3.03 with respect to this Agreement, contravene or by which conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or Subsidiaries; (iiic) result in any breach of or constitute a default (or an event that which with notice or notice, the lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, under or give rise to others any rights a right of termination, amendment, cancellation or acceleration of any right or cancellation of, or result in the creation of a Lien on any of the properties or assets obligation of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as or to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits any benefit to which the Company or any of its Subsidiaries that would be material to is entitled under any provision of any agreement, contract or other instrument binding upon the Company or any of its Subsidiaries and which (i) has a term of more than one year, (ii) involves the payment or receipt of money in excess of $1,000,000, or (iii) involves the issuance of capital stock of the Company or any of its Subsidiaries (a "Company Agreement") or any license, franchise, permit or other similar authorization held by the Company or any of its Subsidiaries; or (d) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries, taken as except for such contraventions, conflicts or violations referred to in clause (b) or defaults, rights of termination, cancellation or acceleration, losses or Liens referred to in clause (c) or (d) that would not, individually or in the aggregate, have a whole.Material

Non-Contravention. The (a) Subject to the qualifications set forth in ----------------- Section 8.5(b), except as set forth on Schedule 8.5, neither the execution and -------------- ------------ delivery of this Agreement by the Company does not, and performance or any Shareholder of this Agreement any Purchase Document to which the Company or such Shareholder is a party nor the consummation by the Company will not: or such Shareholder of the transactions contemplated thereby (i) assuming will violate any provision of the Required Company Stockholders adopt this Agreement, conflict with Articles of Incorporation or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary bylaws of the Company, (ii) subject will, to obtaining the adoption Knowledge of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d)Representing Shareholders, violate or conflict with any applicable statute, law, ordinance, rule, regulation, order, judgment or violate any material Legal Requirement decree applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affectedShareholder, or (iii) result in any breach will conflict with or constitute a violation of or constitute a default (or an event that which with notice or lapse of time or both both, would become constitute a default) under, or materially impair will result in the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation termination of, or accelerate performance required by, any Contract to which the Company, or any contract to which any Shareholder is a party, or to which any of the assets or properties of the Company or any Shareholder are subject, or (iv) will result in the creation of a any Lien on upon any of the properties shares of ARKSYS Common Stock or upon any of the property or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses in the case of (ii) and (iii)) above, respectively, for any such conflictsconflict, violationsviolation or default that does not have a Material Adverse Effect on the Company. Except for the consent and approval of the Merger and the Purchase Documents, breachesand the transactions contemplated thereby, defaults or other occurrences which would not be material to by the Company Shareholders and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) by the Board of Directors of the Company Disclosure Letter lists all consents, waivers and approvals under any (which approval of the Board of Directors has already been obtained), the consent of the lender to the LLCs and the members of the LLCs other than the Company Scheduled Contracts required as set forth in Section 11.1(l), and the HSR Approval, if required, to be obtained in connection with --------------- the Knowledge of the Representing Shareholders, neither the execution nor delivery by the Company or any Shareholder of any Purchase Document to which the Company or such Shareholder is a party nor the consummation of the transactions contemplated herebythereby will require the consent, whichauthorization or approval of, if individually or in the aggregate not obtainednotice to or filing or registration with, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholePerson.

Non-Contravention. The execution Except as set forth in Schedule 5.04, the execution, delivery and delivery performance by the Company of this Agreement and the consummation by the Company does not, of the transactions contemplated hereby do not and performance of this Agreement by the Company will not: not (ia) assuming the Required Company Stockholders adopt this Agreement, contravene or conflict with the certificate of incorporation or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary bylaws of the Company, (iib) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and assuming compliance with the requirements set forth matters referred to in Section 2.3(d)5.03, contravene or conflict with or violate constitute a violation of any material Legal Requirement provision of any law, regulation, judgment, writ, injunction, order or decree of any court or governmental authority binding upon or applicable to the Company or any Subsidiary or any of its Subsidiaries their properties or by assets, (c) constitute a default under or give rise to a right of termination, cancellation or acceleration of any right or obligation of the Company or any Subsidiary or to a loss of any benefit to which the Company or any Subsidiary is entitled under any provision of its Subsidiaries any material agreement, contract or other instrument binding upon the Company or any of their respective properties is bound Subsidiary or affectedany license, franchise, permit or other similar authorization held by the Company or any Subsidiary, or (iiid) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation or imposition of a any Lien on any of the properties or assets asset of the Company or any of its Subsidiaries pursuant to, any Company Scheduled ContractSubsidiary, except, as to in the case of clauses (iib), (c) and (iii), respectivelyd) of this Section 5.04, for any such conflictsviolation, violations, breaches, defaults failure to obtain any such consent or other occurrences which action, default, right, loss or Lien that would not be material to the Company and its Subsidiariesnot, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result be reasonably expected to have a Material Adverse Effect. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in a loss respect of benefits such asset. The Rawhide Merger Agreement has been terminated in accordance with its terms (subject to payment of the amount described in the following clause), and the Company is obligated to pay, on Tuesday, January 2, 2001, $66,500,000 to Rawhide Holdings Corporation which represents all amounts required to be paid by the Company under the Rawhide Merger Agreement and the Company has no other financial liabilities thereunder. Immediately prior to the Company or any execution hereof, Rawhide Holdings Corporation has agreed to waive the three day period to submit a new offer provided for in Section 10.01(e) of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeRawhide Merger Agreement.

Non-Contravention. The execution and None of the execution, delivery or performance by the Company of this Agreement or any Ancillary Agreement to which the Company is or will be a party or the consummation by the Company of the transactions contemplated hereby and thereby does notor will (a) contravene or conflict with the Company Group’s organizational documents, and performance (b) contravene or conflict with or constitute a violation of any provision of any Law or Order binding upon or applicable to the Company Group or to any of its respective properties, rights or assets, except as set forth in Section 4.4 of this Agreement by Agreement, (c) except for the Contracts listed on Schedule 4.8 requiring Company will not: Consents (but only as to the need to obtain such Company Consents), (i) assuming the Required Company Stockholders adopt this Agreementrequire consent, conflict with approval or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Companywaiver under, (ii) constitute a default under or breach of (with or without the giving of notice or the passage of time or both), (iii) violate, (iv) give rise to any right of termination, cancellation, amendment or acceleration of any right or obligation of the Company Group or to a loss of any material benefit to which the Company Group is entitled, in the case of each of clauses (i) – (iv), under any provision of any Permit, Contract or other instrument or obligations binding upon the Company Group or any of its respective properties, rights or assets, (d) result in the creation or imposition of any Lien (except for Permitted Liens) on any of the Company Group’s properties, rights or assets, (e) subject to obtaining the adoption filing of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d)IIA Notice, conflict with or violate any material Legal Requirement applicable to of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party underrequirements of, or give an Authority the right to others revoke, withdraw, suspend, cancel, terminate, modify or exercise any rights of termination, amendment, acceleration right or cancellation ofremedy, or result in require any refund or recapture with respect to, any Government Grant or other Permit, or any benefit provided or available under any Government Grant or other Permit that is held by the creation of a Lien on Company Group or (f) require any consent, approval or waiver from any Person pursuant to any provision of the properties or assets organizational documents of the Company Group, except for such consent, approval or any waiver which shall be obtained (and a copy provided to Parent) prior to the Closing, except in the case of its Subsidiaries pursuant clauses (c) – (f) as would not reasonably be expected to, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in have a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The execution and delivery of this Agreement by the Company does not, and performance of this Agreement Agreement, the performance by the Company of its covenants and obligations hereunder and the consummation by the Company of the transactions contemplated hereby do not and will not: not (ia) assuming the Required Company Stockholders adopt this Agreement, violate or conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary provision of the Company, (ii) subject to obtaining the adoption certificate of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with incorporation or violate any material Legal Requirement applicable to bylaws of the Company or any of its Subsidiaries or by which Subsidiaries; (b) subject to obtaining such Consents set forth in Section 3.4 of the Company or any of its Subsidiaries or any of their respective properties is bound or affectedDisclosure Letter, violate, conflict with, or (iii) result in any the breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or materially impair result in the Company’s termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, any Contract to which the Company or any of its Subsidiaries rights is a party; (c) assuming the Consents referred to in Section 3.5 are obtained or materially alter made and, in the rights case of the consummation of the Merger, subject to obtaining the Requisite Stockholder Approval, violate or obligations conflict with any Law or Order applicable to the Company or any of its Subsidiaries or by which any third party under, of their properties or give to others any rights of termination, amendment, acceleration assets are bound; or cancellation of, or (d) result in the creation of a any Lien on (other than Permitted Liens) upon any of the properties or assets of the Company or any of its Subsidiaries pursuant toSubsidiaries, any Company Scheduled Contract, except, as to except in the case of each of clauses (iib), (c) and (iii), respectivelyd) above, for any such violations, conflicts, violationsdefaults, breachesterminations, defaults accelerations or other occurrences Liens which would not be material to have, individually or in the aggregate, a Company Material Adverse Effect or prevent or materially delay the consummation by the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated herebyhereby or the performance by the Company of its covenants and obligations hereunder. The Company has made available to Parent correct and complete copies of the minutes (or, which, if individually or in the aggregate case of minutes that have not obtainedyet been finalized, would result in a loss drafts thereof) of benefits to all meetings of stockholders, the Board of Directors and each committee of the Board of Directors of the Company or any and each of its Subsidiaries that would be material to held since January 1, 2013, other than the Company minutes of those meetings of the Board of Directors and its Subsidiaries, taken as a wholecommittees thereof at which the negotiation and execution of this Agreement or any prior negotiations with any third parties in respect of any similar transactions were discussed.

Non-Contravention. The execution and delivery of this Agreement by the Company does not, and performance of this Agreement by the Company will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement agreement contemplated hereby by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company Buyer or any of its Subsidiaries or Affiliates and the consummation by which the Company Buyer or any of its Subsidiaries Affiliates of the transactions contemplated herein and therein do not and will not as of the Closing Date, violate or conflict with, the terms of the certificate of limited partnership or the first amended and restated agreement of limited partnership of Buyer dated as of October 30, 2001 (the "Partnership Agreement", as amended), as it will be further amended by the MLP Amendment, or the organizational documents of any of Buyer's Affiliates, including without limitation the Third Amended and Restated Limited Liability Company Agreement (the "GP LLC Agreement") of Penn Virginia Resource GP, LLC (the "General Partner"), violate or conflict with or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which Buyer or any of its Affiliates is a party or becomes a party or by which any of them or any of their respective properties is bound may be bound, violate any Law and Regulation or affectedany order, judgment, decree or (iii) result in injunction of any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s Governmental Authority directed to Buyer or any of its Subsidiaries rights Affiliates or materially alter the rights any of their properties in a proceeding to which any of them or obligations of any third party undertheir property or their assets is or was a party, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation or imposition at or after the Closing of any Encumbrance other than a Lien on Permitted Encumbrance upon all or any part of the properties Buyer's assets, or assets give rise to any right of the Company rescission or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals similar remedy under any of the Company Scheduled Contracts required partnership or securities Law and Regulation, with respect to be obtained in connection with the consummation any of the transactions contemplated herebyby this Agreement except any matters described in clause (b), which(c), if individually (d) or (e) above which would not have a material adverse effect on Buyer's ability to consummate the transactions contemplated by this Agreement. As used in the aggregate not obtainedpreceding sentence, would result "Permitted Encumbrance" shall have the same meaning given such term in a loss of benefits Section 3.6(h), except that the term "Assets" used in such definition shall refer to the Company assets of Buyer and references to a material interference with the Xxx Ranch Assets or any the Federal Assets in Section 3.6(h)(ii) and Section 3.6(h)(v) shall refer to a material adverse effect on the assets of its Subsidiaries that would be material to the Company and its Subsidiaries, taken Buyer as a whole.

Non-Contravention. The execution and delivery of this Agreement the Transaction Agreements, the issuance, sale and delivery of the Securities (including the issuance of the Underlying Securities upon conversion thereof) to be sold by the Company does notunder this Agreement, and the performance of this Agreement by the Company of its obligations under the Transaction Agreements and/or the consummation of the transactions contemplated thereby will not: not (a) conflict with, result in the breach or violation of, or constitute (with or without the giving of notice or the passage of time or both) a violation of, or default under, (i) assuming the Required Company Stockholders adopt this Agreementany bond, conflict with debenture, note or violate the Company Charter Documents other evidence of indebtedness, or under any Subsidiary Charter Documents lease, license, franchise, permit, indenture, mortgage, deed of any Subsidiary of the Companytrust, (ii) subject loan agreement, joint venture or other agreement or instrument to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of subsidiary is a party or by which it or its Subsidiaries or any of their respective properties is may be bound or affected, (ii) the Company’s Restated Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), or the equivalent document with respect to any subsidiary, as amended and as in effect on the date hereof, or (iii) result in any breach statute or law, judgment, decree, rule, regulation, ordinance or order of any court or constitute a default governmental or regulatory body (including The NASDAQ Stock Market), governmental agency, arbitration panel or an event that with notice or lapse of time or both would become a default) under, or materially impair authority applicable to the Company’s or , any of its Subsidiaries rights subsidiaries or materially alter their respective properties, except in the rights case of clause (iii) for such conflicts, breaches, violations or obligations of any third party underdefaults that would not be likely to have, individually or in the aggregate, a Material Adverse Effect, or give to others any rights of termination, amendment, acceleration or cancellation of, or (b) result in the creation or imposition of a Lien on any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any of its Subsidiaries subsidiaries or an acceleration of indebtedness pursuant toto any obligation, agreement or condition contained in any Company Scheduled Contractmaterial bond, exceptdebenture, as note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and or any if its Subsidiaries, taken as subsidiaries is a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually party or in the aggregate not obtained, would result in a loss of benefits to by which the Company or any of its Subsidiaries that would be material subsidiaries is bound or to which any of the property or assets of the Company and its Subsidiariesis subject. For purposes of this Section 3.6, taken as the term “material” shall apply to agreements, understandings, instruments, contracts or proposed transactions to which the Company is a wholeparty or by which it is bound involving obligations (contingent or otherwise) of, or payments to, the Company in excess of $100,000 in a 12-month period.

Non-Contravention. The execution and None of the execution, delivery or performance by the Company of this Agreement by or any Additional Agreement to which the Company is or will be a party, or the consummation of the transactions contemplated hereby or thereby, does not, and performance or will (a) contravene or conflict with the organizational documents of this Agreement by the Company will not: or its Subsidiaries, (ib) assuming the Required Company Stockholders adopt this Agreement, contravene or conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents constitute a violation of any Subsidiary provision of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with any Law or violate any material Legal Requirement Order binding upon or applicable to the Company or any of its Subsidiaries or by which any of the Company’s or its Subsidiaries’ properties or assets is or may be bound, (c) except for the Contracts listed on Schedule 4.8 requiring the Company or its Subsidiaries to obtain a consent under (but only as to the need to obtain such Company Consents), constitute a default under or breach of (with or without the giving of notice or the passage of time or both) or violate or give rise to any right of termination, cancellation, amendment or acceleration of any right or obligation of the Company or any of its Subsidiaries or require any payment or reimbursement or to a loss of any material benefit relating to the Business to which the Company or any of their respective properties its Subsidiaries is bound entitled under any provision of any Permit, Contract, Lien or affected, other instrument or (iii) result in obligations binding upon the Company or any breach of its Subsidiaries or constitute a default (or an event that with notice or lapse by which any of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the Subsidiaries’ properties or assets is or may be bound or any Permit, (d) cause a loss of any material benefit relating to the Business to which the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals is entitled under any provision of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually any Permit or in the aggregate not obtained, would result in a loss of benefits to Contract binding upon the Company or any of its Subsidiaries that would or by which any of the Company’s or any of its Subsidiaries’ assets is or may be material to bound, (e) result in the creation or imposition of any Lien (except for Permitted Liens) on any of the Company’s or any of its Subsidiaries’ properties or assets or any of the Company Securities, or (f) require any consent, approval or waiver from any Person pursuant to any provision of the Company Certificate of Incorporation or by-laws, except (i) for the Company Stockholder Approval and its Subsidiaries(ii) in the case of clauses (b) through (e), taken as for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Liens that, or where the failure to obtain any consents, in each case, would not reasonably be expected to have, individually or in the aggregate, a wholeMaterial Adverse Effect.

Non-Contravention. The execution execution, delivery and delivery performance of this Agreement each of the Transaction Documents by the Company, and the consummation by the Company does not, of the transactions contemplated hereby and performance thereby including consummation of the Merger in accordance with this Agreement by the Company will not: not (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary result in a violation of the Company, operating agreement (iior equivalent constitutive document) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries subsidiaries or by which the Company (ii) violate or any of its Subsidiaries or any of their respective properties is bound or affectedconflict with, or (iii) result in any a breach of any provision of, or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, any contract, agreement, mortgage, indebtedness, indenture or instrument to which the Company or any subsidiary is a party, except for those which would not reasonably be expected to have a Company Material Adverse Effect, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including U.S. federal and state securities laws and regulations) applicable to the creation Company or any subsidiary or by which any property or asset of the Company or any subsidiary is bound or affected, except for those which would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any subsidiary is in violation of or in default under, any provision of its operating agreement or any other constitutive documents. Neither the Company nor any subsidiary is in violation of any term of or in default under any contract, agreement, mortgage, indebtedness, indenture, instrument, judgment, decree or order or any statute, rule or regulation applicable to the Company or any subsidiary, which violation or breach has had or would reasonably be expected to have a Company Material Adverse Effect. Except as specifically contemplated by this Agreement and as required under the Securities Act and any applicable state securities laws, neither the Company nor any of its subsidiaries is required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under or contemplated by this Agreement or the other Transaction Documents in accordance with the terms hereof or thereof, other than (i) the filing of the Certificate of Merger with the Delaware Secretary of State, and (ii) the filing of a Lien Notice of Exempt Offering of Securities on any of Form D with the properties or assets of SEC under Regulation D. All consents, authorizations, orders, filings and registrations which the Company or any of its Subsidiaries is required to obtain pursuant to, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to preceding sentence have been or will be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits effected on or prior to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeClosing.

Non-Contravention. The execution Assuming receipt of the Requisite Shareholder Vote and compliance with, or receipt of, the approvals referred to in, and expiration of any applicable waiting periods referred to in, Section 4.3, the execution, delivery and performance by the Company, Holdco and Holdco Sub of this Agreement and the consummation by the Company does notCompany, Holdco and performance Holdco Sub of this Agreement by the Company Mergers do not and will not: not (ia) assuming the Required Company Stockholders adopt this Agreement, contravene or conflict with the organizational or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary governing documents of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound its Significant Joint Ventures; (b) contravene or affectedconflict with or constitute a violation of any provision of any Law binding upon or applicable to the Company, any of its Subsidiaries or any of its Significant Joint Ventures; or (c) require the consent, approval, authorization of, or (iii) notification or filing with any third party with respect to, result in any breach or violation of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair give rise to any right of termination, cancellation, amendment or acceleration of any obligation (each, a “Violation”) of the Company’s , any of its Subsidiaries or any of its Subsidiaries rights or materially alter Significant Joint Ventures under any Contract to which the rights or obligations of any third party underCompany, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Company its Subsidiaries or any of its Subsidiaries pursuant toSignificant Joint Ventures is a party or by which the Company, any Company Scheduled Contractof its Subsidiaries any of its Significant Joint Ventures or its or any of their respective properties or assets are bound, except, as to in the case of clauses (iib) and (iii)c) above, respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on the Company and its Subsidiariesnor reasonably be expected to adversely affect in any material respect, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with prevent or materially delay the consummation of the transactions contemplated hereby, which, if individually Mergers or in the aggregate not obtained, would result in a loss ability of benefits to the Company or any of to observe and perform its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeobligations hereunder.

Non-Contravention. The execution execution, delivery and delivery performance by the Company of this Agreement and the consummation by the Company does of the transactions contemplated hereby, do not and will not, and performance with or without the giving of this Agreement by notice, the Company will not: lapse of time or both, (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate any provision of the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary organizational documents of the Company, (ii) subject assuming the receipt of all consents, approvals, waivers and authorizations and the making of the notices and filings (x) referred to obtaining the adoption of this Agreement in Section 4.4 or (y) required to be received or made by the Company’s stockholders Everest, as contemplated in by Section 5.2 3.5 and compliance with the requirements set forth in Section 2.3(d)3.6, conflict with with, or violate result in the breach of, or constitute a default under, or result in the termination, claim, lien, encumbrance, security interest, vesting, cancellation, modification or acceleration of any material Legal Requirement applicable right or obligation of the Company under, or result in a loss of any benefit to which the Company is entitled, under, any Contract, Benefit Plan or other agreement or instrument binding upon the Company or any of its Subsidiaries or by to which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets property of the Company or any of its Subsidiaries pursuant tois subject, (iii) assuming the receipt of all consents, approvals, waivers and authorizations and the making of notices and filings (A) referred to in Section 4.4 or (B) required to be received or made by Everest or any of its respective Affiliates, violate or result in a breach of or constitute a default under any law to which the Company Scheduled Contractis subject or under any authorization, exceptwaiver, as to consent or approval of the Company, other than, in the case of clauses (ii) and (iii), respectivelyany conflict, for any such conflictsbreach, violationsdefault, breachestermination, defaults claim, lien, encumbrance, security interest, vesting, cancellation, modification, acceleration or other occurrences which loss that would not be material to the Company and its Subsidiariesnot, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss reasonably be expected to impair or delay materially the ability of benefits to the Company or any of to perform its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeobligations hereunder.

Non-Contravention. The execution and delivery of this Agreement by the Company does not, and performance of this Agreement Agreement, the performance by the Company of its covenants and obligations hereunder and the consummation of the Offer, the Merger and the other transactions contemplated hereby will not: not (a) violate or conflict with any provision of (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents Certificate of Incorporation or any Subsidiary Charter Documents the Company By-Laws or (ii) the comparable organizational documents of any Subsidiary of the Company’s Subsidiaries, subject to, in the case of the Merger, if required by applicable Law, obtaining the Stockholder Approval, (iib) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements such Consents set forth in Section 2.3(d)4.5 of the Company Disclosure Letter, violate, conflict with, or result in the breach of or constitute a default (or an event which with notice or violate lapse of time or both would become a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, any material Legal Requirement applicable Contract to which the Company or any of its the Company’s Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affectedassets are bound, (c) assuming the Consents referred to in Section 4.5 of the Company Disclosure Letter and in Section 4.6 are obtained or (iii) result made, and assuming the accuracy of the representations and warranties of Parent and Acquisition Sub in Section 5.7(a), and subject to, in the case of the Merger, if required by applicable Law, obtaining the Stockholder Approval, violate or conflict with any breach of Law or constitute a default (or an event that with notice or lapse of time or both would become a default) underOrder, or materially impair applicable to the Company’s Company or any of its Subsidiaries rights or by which any of their properties or assets are bound, which violation or conflict is materially alter adverse to the rights or obligations of any third party underCompany and its Subsidiaries, taken as a whole, or give to others any rights of termination, amendment, acceleration or cancellation of, or (d) result in the creation of a any Lien on any of (other than Permitted Liens and Liens imposed by Parent or Merger Sub pursuant to the Debt Financing) upon the properties or assets of the Company or any of its Subsidiaries pursuant toSubsidiaries, any Company Scheduled Contract, except, as to except in the case of each of clauses (iia)(ii) and (iii), respectivelyb) above, for any such violations, conflicts, violationsdefaults, breachesterminations, defaults accelerations or other occurrences Liens which would not be material to have, individually or in the aggregate, a Company Material Adverse Effect or prevent or materially delay the consummation by the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a whole.

Non-Contravention. The execution and execution, delivery of this Agreement by the Company does not, and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement do not and will not: not (a) contravene or conflict with, or result in any violation or breach of, any provision of (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the CompanyOrganizational Documents, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated Subsidiaries’ certificates of incorporation and by-laws or comparable governing documents or (iii) the certificate of formation or limited liability company agreement or comparable governing documents of the Chehalis Joint Venture or any other Company Financing Party, (b) contravene or conflict with, or result in Section 5.2 and compliance with the requirements set forth in Section 2.3(d)any violation or breach of, conflict with or violate any material Legal Requirement Law applicable to the Company or any of its Subsidiaries or by which any assets of the Company, any of the Company’s Subsidiaries, the Chehalis Joint Venture or any other Company Financing Party (“Company Assets”) are bound, assuming that all Governmental Authorizations described in Section 4.6 have been obtained or made, (c) except as set forth in Section 4.7 of the Company or any of its Subsidiaries or any of their respective properties is bound or affectedDisclosure Letter, or (iii) result in any violation or breach of or of, constitute a default (with or an event that with without notice or lapse of time or both would become a defaultboth) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights right of termination, amendment, modification, acceleration or cancellation of, allow the imposition of any fees or penalties under, require the offering or making of any payment or redemption, give rise to any increased, guaranteed, accelerated or additional rights or entitlements of any Person under, or result in the creation of a any Lien on any of the properties Company’s, the Company’s Subsidiaries’ or the Chehalis Joint Venture’s assets of the Company or any of its Subsidiaries pursuant tounder, any Company Scheduled Contract, except, Material Contract or Real Property Lease or (d) except as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. set forth in Section 2.3(b)(iv) 4.7 of the Company Disclosure Letter lists all consentsLetter, waivers require any consent, approval or other authorization of, or filing with or notification to, any Person under any Material Contract or Real Property Lease, other than in the case of clauses (c) and approvals under (d) of this Section 4.7 (other than any Material Contract relating to the Indebtedness of any of the Company Scheduled Contracts required to be obtained in connection with the consummation Company, any Subsidiary of the transactions contemplated herebyCompany, whichthe Chehalis Joint Venture or any other Company Financing Party), if except as would not, individually or in the aggregate not obtainedaggregate, would result in have or reasonably be expected to have a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The execution and delivery of this Agreement the Transaction Documents, the issuance, sale and delivery of the Securities to be sold by the Company does notunder the 3 Transaction Documents (including, and subject to the Company obtaining Stockholder Approval, the issuance of Underlying Shares upon the conversion of Preferred Shares), the performance of this Agreement by the Company of its obligations under the Transaction Documents and the consummation of the transactions contemplated hereby or thereby (including without limitation, the issuance of the Shares and the reservation for issuance of the Underlying Shares) do not and will not: not (a) conflict with, result in the breach or violation of, or constitute (with or without the giving of notice or the passage of time or both) a violation of, or default under, (i) assuming the Required Company Stockholders adopt this Agreementany bond, conflict with debenture, note or violate the Company Charter Documents other evidence of indebtedness, or under any Subsidiary Charter Documents lease, license, franchise, permit, indenture, mortgage, deed of any Subsidiary of the Companytrust, (ii) subject loan agreement, joint venture or other agreement or instrument to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is a party or any of their respective by which it or its properties is may be bound or affected, (ii) the Company’s restated certificate of incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), or the equivalent document with respect to any of the Company’s Subsidiaries, as amended and as in effect on the date hereof, or (iii) result in subject to Stockholder Approval, any breach statute or law, judgment, decree, rule, regulation, ordinance or order of any court or constitute a default governmental or regulatory body (including the Nasdaq Stock Market), governmental agency, arbitration panel or an event that with notice or lapse of time or both would become a default) under, or materially impair authority applicable to the Company’s or , any of its Subsidiaries rights subsidiaries or materially alter their respective properties, except in the rights case of clauses (i) and (iii) for such conflicts, breaches, violations or obligations of any third party underdefaults that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or give to others any rights of termination, amendment, acceleration or cancellation of, or (b) result in the creation or imposition of a Lien on any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any of its Subsidiaries or an acceleration of indebtedness pursuant toto any obligation, agreement or condition contained in any Company Scheduled Contractmaterial bond, exceptdebenture, as note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and or any if its Subsidiaries, taken as Subsidiaries is a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually party or in the aggregate not obtained, would result in a loss of benefits to by which the Company or any of its Subsidiaries that would be material is bound or to which any of the property or assets of the Company and its Subsidiariesis subject. For purposes of this Section 3(e), taken as the term “material” shall include agreements, instruments, contracts or proposed transactions to which the Company is a wholeparty or by which it is bound involving obligations (contingent or otherwise) of, or payments to, the Company in excess of $100,000 in a 12-month period.

Non-Contravention. The execution and delivery by the Company of this Agreement by the Company does not, and the performance of this Agreement by the Company of its covenants and agreements under this Agreement and the consummation by the Company of the Transactions will not: , (i) assuming receipt of the Required Company Stockholders adopt this AgreementRequisite Stockholder Approval, conflict with or violate the Charter or the Third Amended and Restated Bylaws of the Company Charter Documents (the “Bylaws”), or any Company Subsidiary Charter Documents of any Subsidiary of the CompanyDocuments, (ii) subject to obtaining assuming receipt of the adoption of this Agreement government approvals contemplated by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), 3.4 conflict with or violate any material Legal Requirement Law applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) require notice to or the consent of any Person under, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under), or materially impair the Company’s or any of its Subsidiaries Subsidiaries’ rights or materially alter the rights or obligations of any third party under, or give to others any third party any rights of termination, amendment, payment, acceleration or cancellation of, or result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets (including intangible assets) of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as Contract to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to is a party or by which the Company and or any of its SubsidiariesSubsidiaries or its or any of their respective properties is bound or affected, taken or (iv) give rise to or result in any person having, or having the right to exercise, any preemptive rights, rights of first refusal, rights to acquire or similar rights with respect to any capital stock of the Company or any of its Subsidiaries or any of their respective assets or properties, except in the case of the preceding clauses (ii) through (iv), inclusive, as would not, individually or in the aggregate, reasonably be expected to (i) have a wholeCompany Material Adverse Effect or (ii) prevent or materially delay or impair the ability of the Company to consummate the Transactions (this clause (ii), a “Company Impairment Effect”).

Non-Contravention. The execution and delivery of this Agreement by the Company does not, and performance of this Agreement Agreement, the Support Agreement, the performance by the Company of its covenants and obligations hereunder and thereunder and the consummation of the Offer, the Merger and the other transactions contemplated hereby and thereby will not: not (a) violate or conflict with any provision of (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents Certificate of Incorporation or any Subsidiary Charter Documents the Company By-Laws or (ii) the comparable organizational documents of any Subsidiary of the Company’s Subsidiaries, subject to, in the case of the Merger, if required by applicable Law, obtaining the Stockholder Approval, (iib) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements such Consents set forth in Section 2.3(d)4.5 of the Company Disclosure Letter, violate, conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affectedwith, or (iii) result in any the breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or materially impair result in the termination of, or accelerate the performance required by, or result in a right of first offer, first refusal, modification, termination, acceleration or loss of benefit under, any Contract to which the Company or any of the Company’s Subsidiaries is a party, or by which any of their properties or assets may be bound, (c) assuming the Consents referred to in Section 4.5 of the Company Disclosure Letter are obtained or made, and assuming the accuracy of the representations and warranties of Parent and Acquisition Sub in Section 5.7(a), and subject to, in the case of the Merger, if required by applicable Law, obtaining the Stockholder Approval, violate or conflict with any Law or Order applicable to the Company or any of its Subsidiaries rights or materially alter the rights by which any of their properties or obligations of any third party underassets are bound, or give to others any rights of termination, amendment, acceleration or cancellation of, or (d) result in the creation of a any Lien on (other than Permitted Liens) upon any of the properties or assets of the Company or any of its Subsidiaries pursuant toSubsidiaries, any Company Scheduled Contract, except, as to except in the case of each of clauses (iib), (c) and (iii), respectivelyd) above, for any such violations, conflicts, violationsdefaults, breachesterminations, defaults accelerations, Liens, rights of first offer, first refusal, modification, or other occurrences loss of benefits which would not be material to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The execution execution, delivery and delivery performance by the Company of this Agreement and the consummation by the Company does of the transactions contemplated hereby do not and will not, and performance of this Agreement by the Company will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth matters referred to in Section 2.3(d)3.3 hereof and subject to Section 7.2 hereof, (a) conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any provision of the properties certificate of incorporation or assets by-laws of the Company or any of its Subsidiaries pursuant toMaterial Subsidiaries, (b) contravene or conflict with or constitute a violation of any Company Scheduled Contractprovision of any law, exceptstatute, as to clauses (ii) and (iii)rule, respectivelyregulation, for any such conflictsordinance, violationscode, breachesjudgment, defaults injunction, order or other occurrences which would not be material decree binding upon or applicable to the Company and its Subsidiariesor any Subsidiary, taken as a whole. Section 2.3(b)(iv(c) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or any loss of material benefits to the Company or any Subsidiary) under any of its the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company or any of the Subsidiaries that would is a party or any of their respective properties or assets may be material bound or under any permit relating to the operation of the business of the Company and its or any of the Subsidiaries, taken or (d) result in the creation or imposition of any Lien (as defined below) on any asset of the Company or any of the Subsidiaries, with such exceptions with respect to the matters referred to in clauses (b)through (d) as would not, either individually or in the aggregate, have a wholeMaterial Adverse Effect. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, claim, security interest or encumbrance of any kind in respect of such asset. For purposes of this Agreement, the term "Material Subsidiary" means any Subsidiary of the Company that constitutes a "significant subsidiary" (as such term is defined in Section 1.02(v) of Regulation S-X of the SEC) of the Company; provided, however that for purposes of this definition, all references in Section 1.02(v) to 10% shall be deemed to be 2%.

Non-Contravention. The execution and delivery Except as set forth in Section 3.03(b) of this Agreement by the Company does notDisclosure Schedule, the execution, delivery and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated by this Agreement, including the Merger, do not and will not: (i) assuming contravene or conflict with, or result in any violation or breach of, the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of the Company or any Subsidiary of the Company, Company Subsidiary; (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in clauses (i) through (v) of Section 2.3(d)3.03(c) and, in the case of the consummation of the Merger, obtaining the Requisite Company Vote, conflict with or violate any material Legal Requirement Law applicable to the Company, any Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries Subsidiary or any of their respective properties is bound or affected, or assets; (iii) result in any breach of, loss of any benefit under or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation ofcancellation, or require any consent, approval, order or authorization, registration, filing or notice (any of the foregoing being a “Consent”) under, any Contract to which the Company or any Company Subsidiary is a party or by which the Company, any Company Subsidiary or any of their respective properties or assets are otherwise bound; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled ContractSubsidiary, except, as to in the case of each of clauses (ii), (iii) and (iiiiv), respectively, for any such conflicts, violations, breaches, defaults defaults, alterations, terminations, amendments, accelerations, cancellations or other occurrences which Liens, or where the failure to obtain any Consents, in each case, would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The Except as detailed in Section 3.5 of the Company Disclosure Letter, the execution and delivery by the Company of this Agreement or any of the Ancillary Agreements to which it is, or is specified to be, a party, the performance by the Company does not, of its covenants and performance of this Agreement obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby do not and will not: not (A) (i) assuming the Required Company Stockholders adopt this Agreementcontravene, violate or conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any the breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, (ii) result in the termination of, or materially impair accelerate the Company’s performance required by, or result in a right of termination or acceleration or a right to challenge the transactions contemplated hereby under, (iii) result in a loss of a material benefit under, (iv) give rise to increased, additional, accelerated or guaranteed rights or entitlements of any Person, (v) constitute a change in control under, (vi) require the payment of a penalty under or result in the imposition of any Lien on the assets of the Company or any of its the Company Subsidiaries rights under, (a) the Charter Documents, (b) the charter, articles of association, bylaws or materially alter the rights or obligations other constituent documents of any third party underof the Company Subsidiaries (the “Subsidiary Charter Documents”), (c) subject to obtaining the Approvals in respect of the Contracts set forth in Section 3.5 of the Company Disclosure Letter, any Material Contract, or give (d) assuming the Approvals in respect of the Contracts set forth in Section 3.5 of the Company Disclosure Letter and the Approvals referred to others in Section 3.5 of this Agreement are obtained or made and subject to obtaining the Company Shareholder Approval, any rights Law applicable to the Company or any of termination, amendment, acceleration the Company Subsidiaries or cancellation ofby which any of their properties or assets are bound, or (B) subject to obtaining the Approvals in respect of the Contracts set forth in Section 3.5 of the Company Disclosure Letter, result in the creation of a any Lien on (other than Permitted Liens) upon any of the properties or assets of the Company or any of its Subsidiaries pursuant tothe Company Subsidiaries, any Company Scheduled Contract, except, as to except in the case of each of clauses (ii) A)(b), (A)(c), and (iii), respectivelyB) above, for any such violations, conflicts, violationsdefaults, breachesterminations, defaults accelerations or other occurrences Liens which are not had and would not reasonably be expected to be material to the Company and its the Company Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with or prevent or materially delay the consummation of the Merger or the other transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a whole.

Non-Contravention. The execution and delivery by the Company of this Agreement by and the Company does Ancillary Agreements to which it is or is to be a party do not, and performance the consummation of the Merger and the other transactions contemplated by this Agreement by the Company will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and such Ancillary Agreements and compliance with the requirements set forth in Section 2.3(d)provisions of this Agreement and such Ancillary Agreements will not, conflict with, or result in any violation or breach of, or default (with or violate without notice or lapse of time, or both) under, or result in the creation of any material Legal Requirement applicable to Encumbrance (other than Permitted Encumbrances) upon any of the Assets of the Company or any of its Subsidiaries under, any provision of (a) the Organizational Documents of the Company or by which of any of its Subsidiaries, or (b) subject to the filings and other matters referred to in the immediately following sentence, and assuming the accuracy of the representations and warranties of Justice set forth in Section 5.4, any Law, in each case applicable to the Company or any of its Subsidiaries or any of their respective properties is bound or affectedAssets, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) underother than, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation case of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses clause (ii) and (iiib), respectively, for any such conflicts, violations, breachesdefaults, defaults rights, losses or other occurrences which Encumbrances that would not be material to the have a Company and its SubsidiariesMaterial Adverse Effect. No consent, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consentsapproval, waivers and approvals under Judgment, waiver or authorization of, action or nonaction by, registration, declaration or filing with, or notice to, any of the Company Scheduled Contracts Governmental Entity is required to be obtained in connection or made by or with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits respect to the Company or any of its Subsidiaries that would be material in connection with the execution and delivery of this Agreement or the Ancillary Agreements to which it is a party by the Company or the consummation by the Company of the Merger or the other transactions contemplated by this Agreement or such Ancillary Agreements, except for (w) the filing of a premerger notification and report form by the Company under the HSR Act, and the filings and receipt, termination or expiration, as applicable, of such other approvals or waiting periods as may be required under the competition, merger control, antitrust or similar Law of any jurisdiction (collectively, the “Foreign Merger Control Laws”), (x) the filing with the SEC of such reports under the Exchange Act as may be required in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (y) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its SubsidiariesSubsidiaries is qualified to do business and (z) such other consents, taken as approvals, Judgments, waivers, authorizations, actions, nonactions, registrations, declarations, filings and notices the failure of which to be obtained or made would not have a wholeCompany Material Adverse Effect.

Non-Contravention. The Except as set forth in Section 3.4(b)(i) of the Seller Disclosure Schedule, the execution and delivery of this Agreement by the Company Seller does not, and performance the consummation of this Agreement by the Company transactions contemplated hereby will not: , violate or result in a material breach of any provision of, constitute a material default (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with without notice or lapse of time or both would become a defaultboth) under, result in the termination or materially impair modification of, accelerate the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party underperformance required by, or give to others any rights result in a right of termination, amendment, cancellation or acceleration of any obligation or cancellation ofthe loss of a material benefit under, or result in the creation of a Lien on any material Encumbrance, except for Permitted Encumbrances, upon any of the properties or assets of the Company or any the Seller (in respect of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses the Company) (ii) and (iii), respectively, for any such conflictsviolation, violationsbreach, breachesdefault, defaults right of termination, modification, cancellation or other occurrences which would not be material acceleration, loss or creation, is referred to herein as a "Violation" with respect to the Seller and the Company and its Subsidiariessuch term when used in Article V has a correlative meaning with respect to the Buyer) pursuant to any provisions of (i) the articles of incorporation, taken as a whole. Section 2.3(b)(iv) by-laws or similar governing documents of the Seller, Utility, Development or Reynolds, or any Company Disclosure Letter lists all consentsSubsidixxx, waivers and approvals under (xx) subject to obtaining the Seller Required Statutory Approvals (as defined in Section 3.4(c)), any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority applicable to the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated herebySeller, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would their respective properties or assets, or (iii) subject to obtaining the third-party consents set forth in Section 3.4(b)(iii) of the Seller Disclosure Schedule (the "Seller Required Consents"), any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Seller, Utility, Development or Reynolds, or any Company Subsidixxx, xx a party or by which they or any of their respective properties or assets may be material bound or affected, except in the case of clause (ii) or (iii) for any such Violation which is not reasonably likely to the have a Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The execution and delivery of this ------------------ Agreement and the Ancillary Agreements by the Company does not, and performance of this Agreement by the Company will not: (i) assuming the Required Company Stockholders adopt this Agreementnot violate, conflict with or violate result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, could reasonably be expected to constitute a default) under, or result in the termination, suspension, revocation or cancellation of, or accelerate the performance required by, or result in a right of termination, suspension, revocation or cancellation or acceleration under, or result in the creation of any Lien, upon any of the terms, conditions or provisions of (i) the respective charters or by-laws of the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Companyits subsidiaries, (ii) subject to obtaining the adoption any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d)any court, conflict with governmental authority or violate any material Legal Requirement arbitration panel applicable to the Company or any of its Subsidiaries subsidiaries or any of their respective properties or assets, (iii) except as provided for in the KPS Agreement or as set forth on Schedule 2.4(b)(iii) of the Company Disclosure Schedule, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or sublease or other instrument, obligation or agreement of any kind to which the Company or any of its subsidiaries is now a party or by which the Company or any of its Subsidiaries subsidiaries or any of their respective properties is or assets may be bound or affected. The consummation by the Company of the transactions contemplated hereby will not result in any violation, conflict, breach, termination, suspensions, revocations, cancellations, acceleration or creation of Liens under any of the terms, conditions or provisions described in clauses (i) through (iii) result in any breach of or constitute a default the preceding sentence, subject (or an event that with notice or lapse of time or both would become a defaultx) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any case of the properties terms, conditions or assets provisions described in clause (ii) above, to obtaining (prior to the Closing) the Company Required Statutory Approvals and the Company Stockholder's Approval and (y) in the case of the terms, conditions or provisions described in clause (iii) above, to obtaining (prior to the Closing) the amendment of the Charterhouse agreements (described in Section 3.13 hereof) and the consents required from Blue Truck and from the commercial lenders, lessors or other third parties specified in Section 2.4(b) of the Company Disclosure Schedule. Excluded from the foregoing sentences of this paragraph (b) insofar as they apply to the terms, conditions or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to provisions described in clauses (ii) and (iii) of the first sentence of this paragraph (b) (and whether resulting from such execution and delivery or consummation), respectivelyare such violations, for any such conflicts, violations, breaches, defaults defaults, terminations, suspensions, revocations, cancellations, accelerations or other occurrences which would not be material to the Company and its Subsidiariescreations of Liens that could not, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in reasonably be expected to have a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The execution and delivery by the Company of this Agreement by the Company does do not, and the performance of this Agreement by the Company its obligations hereunder will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (iia) subject to obtaining the adoption Company Shareholder Approval, violate or conflict with any provision of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with Charter Documents or equivalent documents of the requirements Company Subsidiaries, (b) except for such Approvals set forth in Section 2.3(d)‎Section 3.3 of the Company Disclosure Letter, conflict result in a violation or breach of any provision of, or constitute (with or violate without due notice or lapse of time or both) a default under, or give rise to any material Legal Requirement applicable right of termination, cancellation, payment, acceleration or revocation under, any Material Contract or Permit to which the Company or any of its the Company Subsidiaries is a party or by which the Company or any of its the Company Subsidiaries or any of their respective assets or properties is may be bound or affectedresult in any disclosure or license or any requirement to make available to a third party any Company Source Code or other trade secrets of the Company or its Subsidiaries, (c) assuming the Approvals referred to in ‎Section 3.3 of the Company Disclosure Letter and the Approvals referred to in ‎‎Section 3.4 of this Agreement are obtained or made, and subject to obtaining the Company Shareholder Approval, violate or conflict with any Law or Order applicable to the Company or by which any of its properties or assets are bound, or (iiid) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a any Lien on (other than Permitted Liens) upon any of the properties or assets of the Company or any Company, except in the case of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to each of clauses (iib), (c) and (iii), respectivelyd) above, for any such violations, conflicts, violationsdefaults, breachesterminations, defaults accelerations or other occurrences Liens which would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate aggregate, a Company Material Adverse Effect. Nothing in this Section 3.3 shall be construed as a representation or a warranty of the Company with respect to any Liability or consequences arising out of any action (i) by Parent or its Affiliates not obtainedcontemplated under this Agreement or (ii) on or after the Closing Date, would result in a loss of benefits the Surviving Company, including as it relates to the Company Debt Financing or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeconsequences thereof or the Company’s compliance with Section 7.12 hereof.

Non-Contravention. The Except as set forth in Section 4.04(b) of the ----------------- Company Disclosure Schedule, the execution and delivery of this Agreement by the Company does do not, and performance the consummation of this Agreement by the Company transactions contemplated hereby will not: (i) assuming the Required Company Stockholders adopt this Agreement, violate, conflict with with, or violate the Company Charter Documents or any Subsidiary Charter Documents result in a breach of any Subsidiary of the Companyprovision of, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (with or an event that with without notice or lapse of time or both would become a defaultboth) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights result in a right of termination, amendmentcancellation, or acceleration or cancellation ofof any obligation under, or result in the creation of a Lien on any lien, security interest, charge or encumbrance ("Liens") upon any of the properties or assets of the Company or any of its Subsidiaries subsidiaries (any such violation, conflict, breach, default, right of termination, cancellation or acceleration, loss or creation, a "Violation" with respect to the Company (such term when used in Article V having a correlative meaning with respect to Parent)) pursuant toto any provisions of (i) the articles of organization, by-laws or similar governing documents of the Company, any of its subsidiaries or any of its joint ventures, (ii) subject to obtaining the Company Scheduled ContractRequired Statutory Approvals and the receipt of the Company Shareholders' Approval, exceptany statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority (as defined in Section 4.04(c)) applicable to the Company, any of its subsidiaries or any of its joint ventures, or any of their respective properties or assets or (iii) subject to obtaining the third-party consents or other approvals set forth in Section 4.04(b) of the Company Disclosure Schedule (the "Company Required Consents") any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company, any of its subsidiaries or any of its joint ventures is a party or by which it or any of its properties or assets may be bound or affected, excluding from the foregoing clauses (i), (ii) and (iii), respectively, for any ) such conflicts, violations, breaches, defaults or other occurrences which Violations as would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The execution and delivery by the Company of this Agreement by and the Company does other agreements contemplated hereby do not, and performance the consummation of the Arrangement, the Merger and the other transactions contemplated by this Agreement by the Company will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and thereby and compliance with the requirements set forth in Section 2.3(d)provisions of this Agreement and the other agreements contemplated hereby will not, conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affectedwith, or (iii) result in any violation or breach of of, or constitute a default (with or an event that with without notice or lapse of time time, or both would become a defaultboth) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give rise to others any rights a right of termination, amendment, cancellation or acceleration of any obligation or cancellation ofto the loss of a benefit under, or result in the creation of a any Lien on upon any of the properties or assets of the Company or any of its Subsidiaries pursuant tounder (other than any such Lien created as a result of any action taken by a Parent Party), any provision of (a) the Company Scheduled ContractArticles of Incorporation, exceptthe Company Bylaws or the comparable organizational documents of any of its Subsidiaries, as or (b) subject to clauses the filings and other matters referred to in the immediately following sentence, and assuming the accuracy of the representations and warranties of Parent set forth in Article 4 and Article 5, (i) any Contract to which the Company or any of its Subsidiaries is a party or by which any of their respective properties or assets are bound, (ii) and any Law or Order, in each case applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, or (iii)) any Authorizations of the Company or its Subsidiaries, respectivelyother than, for in the case of clause (b) above, any such conflicts, violations, breachesdefaults, defaults rights, losses or Liens that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. No Authorization, Order or waiver of, action or nonaction by, or filing with, or notice to, any Governmental Authority is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement and the other occurrences agreements contemplated hereby by the Company or the consummation by the Company of the Arrangement, the Merger or the other transactions contemplated by this Agreement, except for (A) the Interim Order and any filings required in order to obtain, and approvals required under, the Interim Order, (B) the Final Order, and any filings required in order to obtain the Final Order, (C) such filings and other actions required under applicable Canadian Securities Laws and U.S. Securities Laws (including any state or provincial securities Laws) and the rules and policies of the TSX and NYSE, in each case, as are contemplated by this Agreement, including the filing with the SEC and Canadian securities administrators (and, if applicable, any other Governmental Authority) of the Joint Information Statement/Circular and the Form S-4, (D) the Required Regulatory Approvals, or (E) any other Authorizations, Orders, Permits, filings and notifications with respect to which the failure to obtain or make the same would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) , or could not reasonably be expected to prevent or significantly impede or materially delay the completion of the Company Disclosure Letter lists all consents, waivers and approvals under any of Arrangement or the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMerger.

Non-Contravention. The execution and delivery by the Company of this Agreement or any of the Ancillary Agreements to which it is, or is specified to be, a party, the performance by the Company does not, of its covenants and performance of this Agreement obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby do not and will not: not (A) (i) assuming the Required Company Stockholders adopt this Agreementcontravene, violate or conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any the breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, (ii) result in the termination of, or materially impair accelerate the performance required by, or result in a right of termination or acceleration or a right to challenge the transactions contemplated hereby under, (iii) result in a loss of a material benefit under, (iv) give rise to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, (a) the Charter Documents of the Company, (b) the charter, bylaws or other constituent documents of any of the Company’s Subsidiaries, (c) subject to obtaining the Approvals in respect of the Contracts set forth in ‎Section 3.4 of the Company Disclosure Letter, any Material Contract, or (d) assuming the Approvals in respect of the Contracts set forth in ‎Section 3.4 of the Company Disclosure Letter and the Approvals referred to in ‎Section 3.5 of this Agreement are obtained or made and subject to obtaining the Company Shareholder Approval (assuming the accuracy of the representations and warranties in ‎Section 4.7 below), any Law or Order applicable to the Company or any of its Subsidiaries rights or materially alter the rights by which any of their properties or obligations of any third party underassets are bound, or give (B) subject to others any rights obtaining the Approvals in respect of terminationthe Contracts set forth in ‎Section 3.4 of the Company Disclosure Letter, amendment, acceleration or cancellation of, or result in the creation of a any Lien on (other than Permitted Liens) upon any of the properties or assets of the Company or any of its Subsidiaries pursuant toSubsidiaries, any Company Scheduled Contract, except, as to except in the case of each of clauses (iiA)(b), (A)(c), (A)(d) and (iii), respectivelyB) above, for any such violations, conflicts, violationsdefaults, breachesterminations, defaults accelerations or other occurrences Liens which have not had and would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The Except as otherwise described in Section 5.6 of the Company Disclosure Schedule, the execution and delivery by the Company of this Agreement and each Ancillary Document to which the Company is or is required to be a party or otherwise bound, and the consummation by the Company does not, of the Transactions and performance of this Agreement by compliance the Company with any of the provisions hereof and thereof, will not: not (ia) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary provision of the Company’s Organizational Documents, (iib) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated Consents required from Governmental Authorities referred to in Section 5.2 5.5 hereof, the waiting periods referred to therein having expired, and compliance with the requirements set forth in Section 2.3(d)any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any material Legal Requirement Law, Order or Consent applicable to the Company or any of its Subsidiaries properties or by which the Company or assets in any of its Subsidiaries or any of their respective properties is bound or affectedmaterial respect, or (iiic) (i) violate, conflict with or result in any a breach of or of, (ii) constitute a material default (or an event that which, with notice or lapse of time or both both, would become constitute a material default) under, (iii) result in the termination, withdrawal, suspension, cancellation or materially impair modification of, (iv) accelerate the Company’s or any of its Subsidiaries rights or materially alter performance required by the rights or obligations of any third party Company under, (v) result in a right of termination or acceleration under, (vi) give rise to others any rights of terminationobligation to make payments or provide compensation under, amendment, acceleration or cancellation of, or (vii) result in the creation of a any Lien on (other than Permitted Liens) upon any of the properties or assets of the Company under, (viii) except as set forth in Section 5.6 of the Company Disclosure Schedule, 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 material right, benefit, obligation or other term under, any of its Subsidiaries pursuant tothe terms, any conditions or provisions of a Company Scheduled Material Contract, except, as to except for any deviations from any of the foregoing clauses (ii) and (iiia), respectively, for any such conflicts, violations, breaches, defaults (b) or other occurrences which (c) that would not reasonably be material expected to have a Material Adverse Effect on (x) the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv, or (y) the ability of the Company Disclosure Letter lists all consents, waivers and approvals to perform its obligations under any of this Agreement or the Company Scheduled Contracts required Ancillary Documents to which it is or shall be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeparty.

Non-Contravention. The Except as set forth in Section 4.4(b)(i) ----------------- of the Company Disclosure Schedule, the execution and delivery of this Agreement by the Company does not, and performance the consummation of this Agreement by the Company transactions contemplated hereby will not: , violate or result in a material breach of any provision of, constitute a material default (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with without notice or lapse of time or both would become a defaultboth) under, result in the termination or materially impair modification of, accelerate the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party underperformance required by, or give to others any rights result in a right of termination, amendment, cancellation or acceleration of any obligation or cancellation ofthe loss of a material benefit under, or result in the creation of a Lien on any material lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its the Company Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any such conflictsviolation, violationsbreach, breachesdefault, defaults right of termination, modification, cancellation or other occurrences which would not be material acceleration, loss or creation, is referred to herein as a "Violation" with respect to the Company and its such term when used in Article V has --------- a correlative meaning with respect to the Parent) pursuant to any provisions of (i) any debt instruments relating to outstanding indebtedness for borrowed money in amounts in excess of $5 million, the articles of incorporation, by-laws or similar governing documents of the Company or any of the Company Subsidiaries, taken (ii) the preferred stock and preference stock of the Company and Light Company, (iii) subject to obtaining the Company Required Statutory Approvals and the receipt of the Company Shareholders' Approval, any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority (as a whole. defined in Section 2.3(b)(iv4.4(c)) applicable to the Company or any of the Company Subsidiaries or any of their respective properties or assets or (iv) subject to obtaining the third-party consents set forth in Section 4.4(b)(ii) of the Company Disclosure Letter lists all consentsSchedule (the "Company Required ---------------- Consents"), waivers and approvals under any Material Contract or material note, bond, mortgage, indenture, -------- deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company or any of the Company Scheduled Contracts required Subsidiaries is a party or by which they or any of their respective properties or assets may be bound or affected, except in the case of clauses (iii) or (iv) for any such Violation which, individually or in the aggregate, would not reasonably be expected to be obtained result in connection with a Company Material Adverse Effect or to prevent, materially delay or materially impair the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeby this Agreement.

Non-Contravention. The execution and delivery of this Agreement and the Ancillary Documents by the Company does notand of the transactions contemplated hereby and thereby, and performance of this Agreement consummation by the Company of the transactions contemplated hereby and thereby and compliance by the Company with any of the provisions hereof and thereof, will not: not (ia) assuming contravene or conflict with or violate any provision of the Required Company’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 Company Stockholders adopt this Agreementor (c) subject to obtaining the Consents from Governmental Authorities referred to in Section 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 in any material respect any Law, Order or Consent applicable to the Company Charter Documents Company, or any Subsidiary Charter Documents of any Subsidiary its properties or assets, except for violations that would not prevent or delay the consummation of the Companytransactions contemplated hereby, or (d)(i) violate, conflict with or result in a breach of, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that which, with notice or lapse of time or both both, would become constitute a material default) under, or materially impair the Company’s or (iii) give rise to any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights right of termination, amendmentcancellation or acceleration under, acceleration (iv) give rise to any obligation to make material payments or cancellation ofprovide material compensation under, or (v) result in the creation of a any Lien on (other than Permitted Liens) upon any of the properties or assets of the Company under, (vi) give rise to any obligation to obtain any material third party Consent or provide any of its Subsidiaries pursuant tonotice to any Person or (vii) give any Person the right to declare a default, exercise any Company Scheduled Contractremedy, exceptclaim a rebate, as to clauses (ii) and (iii)chargeback, respectivelypenalty or change in delivery schedule, for accelerate the maturity or performance, cancel, terminate or modify any such conflictsright, violationsbenefit, breaches, defaults obligation or other occurrences which would not be material to the Company and its Subsidiariesterm under, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the terms, conditions or provisions of any Company Scheduled Contracts required to be obtained Material Contracts, in connection with the consummation of the transactions contemplated herebyeach case except where such conflict, whichviolation, if breach, default, termination, cancellation, modification, acceleration, obligation, creation, or default would not, individually or in the aggregate not obtainedaggregate, would result in be reasonably expected to have a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The execution and delivery of this Agreement by the Company does not, and performance of this Agreement by the Company will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders Except as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d)3.4 of the Company Disclosure Letter, the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby do not and will not (a) contravene or conflict with the organizational or governing documents of the Company; (b) assuming compliance with the matters referenced in Section 3.3 and the receipt of the Requisite Vote, contravene or conflict with or violate constitute a violation of any material Legal Requirement provision of any Law binding upon or applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affectedassets; (c) require the consent, approval or authorization of, or (iii) notice to or filing with any third party with respect to, result in any breach or violation of or constitute a default (or an event that which with notice or lapse of time or both would become a default) or result in the loss of benefit under, or materially impair give rise to any right of termination, cancellation, amendment or acceleration of any right or obligation of the Company’s Company or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation ofSubsidiaries, or result in the creation of a any Lien on any of the properties or assets of the Company or its Subsidiaries under any agreement, contract, loan or credit agreement, note, bond, mortgage, indenture, lease, license or other instrument or obligation (each, a “Contract”) to which the Company or any of its Subsidiaries pursuant tois a party or by which the Company or any of its Subsidiaries or its or any of their respective properties or assets are bound, any Company Scheduled Contractexcept in the case of clauses (b) and (c) above, exceptwhich would not, as individually or in the aggregate, reasonably be expected to clauses (i) have a Material Adverse Effect or (ii) and (iii)prevent, respectively, for any such conflicts, violations, breaches, defaults materially delay or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with materially impede the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a whole.

Non-Contravention. The execution execution, delivery and delivery performance by the Company of this Agreement and the consummation by the Company does of the transactions contemplated hereby do not and will not, assuming compliance with the matters referred to in Sections 3.2 and performance of this Agreement by 3.3, (a) contravene or conflict with the Company will not: Charter or the Company By-Laws or the organizational documents of any Company Subsidiary, (ib) assuming the Required Company Stockholders adopt this Agreement, contravene or conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents constitute a violation of any Subsidiary provision of the Companyany law, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d)regulation, conflict with judgment, injunction, order or violate any material Legal Requirement decree binding upon or applicable to the Company or any of its Subsidiaries, (c) constitute a default (or an event which with notice or the passage of time would become a default) under or give rise to a material right of termination, cancellation or acceleration of any right or obligation of the Company or any of its Subsidiaries or by to a loss of any material benefit to which the Company or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding upon the Company or any of its Subsidiaries or any of their respective properties is bound license, franchise, permit or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair other similar authorization held by the Company’s Company or any of its Subsidiaries rights or materially alter the rights or obligations of any third party underSubsidiaries, or give to others any rights of termination, amendment, acceleration or cancellation of, or (d) result in the creation or imposition of a any Lien on any of the properties or assets asset of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(ivexcept for such contraventions, conflicts or violations referred to in clause (b) or defaults, rights of the Company Disclosure Letter lists all consentstermination, waivers and approvals under any of the Company Scheduled Contracts required cancellation or acceleration, or losses or Liens referred to be obtained in connection with the consummation of the transactions contemplated herebyclause (c) or (d) that would not, which, if individually or in the aggregate aggregate, be reasonably likely to have a Company Material Adverse Effect. For purposes of this Agreement, “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance (i) for Taxes (as defined in Section 3.15) not obtained, would result yet due or being contested in a loss of benefits to good faith (and for which adequate accruals or reserves have been established on the Parent Balance Sheet or the Company Balance Sheet, as the case may be) or any (ii) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like lien arising in the ordinary course of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholebusiness.

Non-Contravention. The execution execution, delivery and delivery performance by the Company of this Agreement and the Ancillary Agreements to which it is a party and the consummation of by the Company does not, of the transactions contemplated hereby and performance of this Agreement by the Company thereby do not and will not: not (i) assuming the Required receipt of the Company Stockholders adopt this AgreementShareholder Approval, contravene, conflict with, or result in any violation or breach of any provisions of the Company Articles of Incorporation, the Company Bylaws or the Company’s other organizational documents or the organizational documents of any of the Company’s Subsidiaries, (ii) assuming compliance with the matters referred to in Section 3.03 and Section 5.03, contravene, conflict with or violate result in a violation or breach of any provision of any Applicable Law applicable to the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Companyits Subsidiaries, (iiiii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and assuming compliance with the requirements matters referred to in Section 3.03 and Section 5.03, and except as set forth in on Section 2.3(d)3.04(iii) of the Company Disclosure Schedule, conflict (A) require any Consent by any Person, (B) constitute a default, or an event that, with or violate without notice or lapse of time or both, would constitute a default or (C) cause or permit the termination, cancellation, acceleration or the loss of any material Legal Requirement applicable benefit to which the Company or any of its Subsidiaries or by which is entitled, in each of subclauses (A) through (C), under any provision of any Contract binding upon the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair Permit relating to the Company’s or , any of its Subsidiaries rights or materially alter the rights or obligations any of any third party undertheir respective businesses, or give to others any rights of termination, amendment, acceleration or cancellation of, or (iv) result in the creation or imposition of a any Lien on any of the properties or assets asset of the Company or any of its Subsidiaries pursuant to, any Company Scheduled ContractSubsidiaries, except, as with respect to clauses (ii) and (iii), respectively, for any such contraventions, conflicts, violations, breaches, defaults or other occurrences which would not not, individually or in the aggregate, reasonably be material expected to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with materially delay the consummation of the transactions contemplated hereby, which, if individually Merger Transactions or in the aggregate not obtained, would result in to have a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The execution and delivery of this Agreement by the Company does and each other Transaction Document do not, and the consummation of the Share Issuance, the Secondary Share Purchase and the other Contemplated Transactions and the performance of this Agreement, the Share Purchase Agreement by the Company and each other Transaction Document will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to of the Charter Documents of any Acquired Company or any resolution adopted by the shareholders (or holders of its Subsidiaries other equity securities), the board of directors (or by which the Company other similar body) or any committee of its Subsidiaries the board of directors (or other similar body) of any of their respective properties the Acquired Companies; (ii) conflict with or violate in any material respect any applicable Legal Requirement to which any of the Acquired Companies is bound or affected, or subject; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or rights of any of its Subsidiaries rights Acquired Company or materially alter the rights or obligations of any third party Person under, or give to others any rights Person any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien an Encumbrance on any of the properties or assets of the any Acquired Company or any of its Subsidiaries pursuant to, any Company Scheduled Material Contract; or (iv) contravene, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults conflict with or other occurrences which would not be material to the Company and its Subsidiaries, taken as result in a whole. Section 2.3(b)(iv) violation of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required terms or requirements of, or give any Governmental Entity the right to be obtained in connection with the consummation revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by any of the transactions contemplated hereby, which, if individually Acquired Companies or in the aggregate not obtained, would result in a loss of benefits that otherwise relates to the Company such Acquired Company’s business or to any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a whole.assets owned or used by such Acquired Company. (b)

Non-Contravention. The execution and delivery by the Company of this Agreement or any of the Ancillary Agreements to which it is, or is specified to be, a party, the performance by the Company does not, of its covenants and performance of this Agreement obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby do not and will not: not (ia) assuming the Required Company Stockholders adopt this Agreementcontravene, violate or conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any the breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, result in the termination of, or materially impair accelerate the performance required by, or result in a right of termination or acceleration under, result in a loss of a material benefit under, give rise to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, (i) the Charter Documents, (ii) the charter, bylaws or other constituent documents of any of the Company’s Subsidiaries, (iii) subject to obtaining the Approvals in respect of the Contracts set forth in Section 3.4 of the Company Disclosure Letter, any Contract to which the Company or any of its Subsidiaries rights is a party or materially alter the rights by which any of their properties or obligations of any third party underassets are bound, or give (iv) assuming the Approvals in respect of the Contracts set forth in Section 3.4 of the Company Disclosure Letter, and assuming the Approvals referred to others in Section 3.5 of this Agreement are obtained or made and subject to obtaining the Company Shareholder Approval, any rights Law or Order applicable to the Company or any of termination, amendment, acceleration its Subsidiaries or cancellation ofby which any of their properties or assets are bound, or (b) subject to obtaining the Approvals in respect of the Contracts set forth in Section 3.4 of the Company Disclosure Letter, result in the creation of a any Lien on (other than Permitted Liens) upon any of the properties or assets of the Company or any of its Subsidiaries pursuant toSubsidiaries, any Company Scheduled Contract, except, as to except in the case of each of clauses (iia)(iii) and (iii), respectivelyb) above, for any such violations, conflicts, violationsdefaults, breachesterminations, defaults accelerations or other occurrences Liens which have not had and would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The execution and delivery of this Agreement by the Company NPS does not, and performance of this Agreement by the Company NPS will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company NPS Charter Documents Documents, the certificate of incorporation or bylaws of Holdco or any other Subsidiary Charter Documents of any Subsidiary of the CompanyNPS, (ii) subject to obtaining the adoption of this Agreement by the CompanyNPS’s stockholders as contemplated in Section 5.2 hereof and compliance with the requirements set forth in Section 2.3(d)3.3(c) hereof, conflict with or violate any material Legal Requirement applicable to the Company NPS or any of its Subsidiaries or by which the Company NPS or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a material default) under, or materially impair the CompanyNPS’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Company NPS or any of its Subsidiaries pursuant to, any Company Scheduled Contractmaterial note, exceptbond, as to clauses (ii) and (iii)mortgage, respectivelyindenture, for any such conflictscontract, violationsagreement, breacheslease, defaults license, permit, authorization, consent, approval, franchise or other occurrences instrument or obligation to which would not be material to the Company and its Subsidiaries, taken as NPS or any Subsidiary of NPS is a wholeparty or by which NPS or any Subsidiary of NPS or any of their respective properties are bound or affected. Section 2.3(b)(iv3.3(b) of the Company NPS Disclosure Letter lists contains a complete and accurate list of all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a whole.

Non-Contravention. The execution and delivery of this Agreement the Transaction Agreements, the issuance, sale and delivery of the Securities (including the issuance of the Underlying Securities upon conversion thereof) to be sold by the Company does notunder this Agreement, and the performance of this Agreement by the Company of its obligations under the Transaction Agreements and/or the consummation of the transactions contemplated thereby will not: not (a) conflict with, result in the breach or violation of, or constitute (with or without the giving of notice or the passage of time or both) a violation of, or default under, (i) assuming the Required Company Stockholders adopt this Agreementany bond, conflict with debenture, note or violate the Company Charter Documents other evidence of indebtedness, or under any Subsidiary Charter Documents lease, license, franchise, permit, indenture, mortgage, deed of any Subsidiary of the Companytrust, (ii) subject loan agreement, joint venture or other agreement or instrument to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of subsidiary is a party or by which it or its Subsidiaries or any of their respective properties is may be bound or affected, (ii) the Company's Restated Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), the Company's Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), or the equivalent document with respect to any subsidiary, as amended and as in effect on the date hereof, or (iii) result in any breach statute or law, judgment, decree, rule, regulation, ordinance or order of any court or constitute a default governmental or regulatory body (including The NASDAQ Stock Market), governmental agency, arbitration panel or an event that with notice or lapse of time or both would become a default) under, or materially impair authority applicable to the Company’s or , any of its Subsidiaries rights subsidiaries or materially alter their respective properties, except in the rights case of clauses (i) and (iii) for such conflicts, breaches, violations or obligations of any third party underdefaults that would not be likely to have, individually or in the aggregate, a Material Adverse Effect, or give to others any rights of termination, amendment, acceleration or cancellation of, or (b) result in the creation or imposition of a Lien on any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any of its Subsidiaries subsidiaries or an acceleration of indebtedness pursuant toto any obligation, agreement or condition contained in any Company Scheduled Contractmaterial bond, exceptdebenture, as note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and or any if its Subsidiaries, taken as subsidiaries is a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually party or in the aggregate not obtained, would result in a loss of benefits to by which the Company or any of its Subsidiaries that would be material subsidiaries is bound or to which any of the property or assets of the Company and its Subsidiariesis subject. For purposes of this Section 3.6, taken as the term “material” shall apply to agreements, understandings, instruments, contracts or proposed transactions to which the Company is a wholeparty or by which it is bound involving obligations (contingent or otherwise) of, or payments to, the Company in excess of $100,000 in a consecutive 12-month period.

Non-Contravention. The execution Except as set forth on Section 3.04 of the Company Disclosure Schedule, the execution, delivery and delivery performance by the Company of this Agreement by and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby do not and will not (a) contravene, conflict with, or result in any violation or breach of any provision of the Organizational Documents of the Company does notor any of its Subsidiaries, and performance of this Agreement by the Company will not: (ib) assuming compliance with the Required Company Stockholders adopt this Agreementmatters referred to in Section 3.03(a) through Section 3.03(e), contravene, conflict with or violate the Company Charter Documents result in a violation or any Subsidiary Charter Documents breach of any Subsidiary provision of the Companyany Applicable Law, (iic) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and assuming compliance with the requirements set forth matters referred to in Section 2.3(d3.03(a) through Section 3.03(e), conflict require any consent or other action by any Person under, constitute a default, or an event that, with or violate without notice or lapse of time or both, 6 Table of Contents would constitute a default, under, or cause or permit the termination, cancellation, acceleration or other change of any material Legal Requirement applicable right or obligation or the loss of any benefit to which the Company or any of its Subsidiaries is entitled under any provision of any agreement or by which other instrument binding upon the Company or any of its Subsidiaries or any of their respective properties is bound license, franchise, permit, certificate, approval or affectedother similar authorization affecting, or (iii) result relating in any breach way to, the assets or business of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of Company and its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or (d) result in the creation or imposition of a any Lien (other than Permitted Liens) on any of the properties or assets asset of the Company or any of its Subsidiaries pursuant toSubsidiaries, except for such contraventions, conflicts and violations referred to in clause (b), such failures to obtain any Company Scheduled Contractsuch consent or other action referred to in clause (c), exceptand such defaults, as terminations, cancellations, accelerations, changes, losses or Liens referred to in clauses (iic) and (iiid), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which that would not reasonably be material expected to have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) or materially delay or impair the ability of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of perform its obligations or consummate the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeby this Agreement.

Non-Contravention. The execution and delivery of this Agreement by the Company and the Stockholders does not, and performance the consummation of this Agreement by the transactions contemplated hereby will not, violate, conflict with, or result in a breach of any provision of, or constitute a default (with or without notice or lapse of time or both) under, or result in a right of termination, cancellation, or acceleration of any obligation under, result in the creation of any Lien, charge, "put" or "call" right or other encumbrance on, or the loss of, any of the properties or assets, including Intellectual Property (as defined in Section 2.14), of the Company will not: or any of its subsidiaries (any such violation, conflict, breach, default, right of termination, cancellation or acceleration, loss or creation, a "Violation" with respect to the Company (such term when used in Article III having a correlative meaning with respect to Purchaser)) or any of its subsidiaries or, to the Knowledge of the Stockholders or any of its joint ventures pursuant to any provisions of (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption Company Required Statutory Approvals (as defined below), any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of this Agreement by the Company’s stockholders any Governmental Authority (as contemplated defined in Section 5.2 and compliance with the requirements set forth in Section 2.3(d2.6(c), conflict with or violate any material Legal Requirement ) applicable to the Company or any of its Subsidiaries subsidiaries or, to the Knowledge of the Stockholders, any of its joint ventures, or any of their respective properties or assets, or the Stockholders or (ii) subject to obtaining the third-party consents or other approvals set forth in Section 2.6(b) of the Company Disclosure Schedule (the "Company Required Consents"), any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Company or any of its subsidiaries or the Stockholders is a party or by which the Company or any of its Subsidiaries subsidiaries or any of their respective properties is or assets may be bound or affected, or excluding from the foregoing clauses (iiii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses and (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which Violations as would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Non-Contravention. The execution and delivery by the Company of this Agreement or any of the Ancillary Agreements to which it is, or is specified to be, a party, the performance by the Company does not, of its covenants and performance of this Agreement obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby do not and will not: not (A) (i) assuming the Required Company Stockholders adopt this Agreementcontravene, violate or conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any the breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, (ii) result in the termination of, or materially impair accelerate the performance required by, or result in a right of termination or acceleration the transactions contemplated hereby under, (iii) result in a loss of a material benefit under, (iv) give rise to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, (a) the Charter Documents of the Company, (b) the charter, bylaws or other constituent documents of any of the Company’s Subsidiaries, (c) subject to obtaining the Approvals in respect of the Contracts set forth in Section 3.4 of the Company Disclosure Letter, any Material Contract, or (d) assuming the Approvals in respect of the Contracts set forth in Section 3.4 of the Company Disclosure Letter and the Approvals referred to in Section 3.5 of this Agreement are obtained or made and subject to obtaining the Company Shareholder Approval (assuming the accuracy of the representations and warranties in Section 4.7 below), any Law or Order applicable to the Company or any of its Subsidiaries rights or materially alter the rights by which any of their properties or obligations of any third party underassets are bound, or give (B) subject to others any rights obtaining the Approvals in respect of terminationthe Contracts set forth in Section 3.4 of the Company Disclosure Letter, amendment, acceleration or cancellation of, or result in the creation of a any Lien on (other than Permitted Liens) upon any of the properties or assets of the Company or any of its Subsidiaries pursuant toSubsidiaries, any Company Scheduled Contract, except, as to except in the case of each of clauses (iiA)(b), (A)(c), (A)(d) and (iii), respectivelyB) above, for any such violations, conflicts, violationsdefaults, breachesterminations, defaults accelerations, losses or other occurrences Liens which have not had and would not reasonably be expected to have, a material to effect on the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeCompany’s business.

Non-Contravention. The execution Except as set forth in Section 2.5 of the Company Disclosure Schedule, the execution, delivery and delivery performance by the Company of this Agreement by the Company does not, and performance the consummation of this Agreement by the Company transactions contemplated hereby will not: (i) assuming the Required Company Stockholders adopt this Agreementcontravene, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, Documents; (ii) subject to obtaining all the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 consents, approvals and authorizations and compliance with the requirements set forth matters referred to in Section 2.3(d)2.4, contravene or conflict with or violate constitute a violation of any material Legal Requirement provision of any law, statute, ordinance, rule, code, or regulation of any Governmental Authority (“Law”), or any outstanding order, writ, judgment, injunction, ruling, determination, award or decree by or with any Governmental Authority (“Order”) binding upon or applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is are bound or affected, or ; (iii) result subject to obtaining the consents, approvals and authorizations and compliance with the matters referred to in any breach of or Section 2.4, constitute a default (or an event that which with notice or notice, the lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, under or give rise to others any rights a right of termination, amendmentcancellation, modification or acceleration of any right or cancellation of, or result in the creation of a Lien on any of the properties or assets obligation of the Company or any of its Subsidiaries pursuant toSubsidiaries, or cause increased liability or fees or the loss of a material benefit or imposition of a penalty under (A) any Contract or (B) any Company Scheduled ContractPermit; or (iv) result in the creation or imposition of any mortgage, exceptlien, as to right of first refusal, pledge, claim, license, charge, or other security interest (collectively, the “Liens”) on any asset of the Company or any of its Subsidiaries, other than, in the case of clauses (ii) and ), (iii) or (iv), respectively, for any such conflictscontravention, violationsconflict, breachesviolation, defaults default, right of termination, cancellation, modification, acceleration or other occurrences which occurrence or Lien that has not had and would not not, individually or in the aggregate, reasonably be material expected to the have a Company and its SubsidiariesMaterial Adverse Effect or prevent or materially impede, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection interfere with or hinder or delay the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a whole.

Non-Contravention. The execution and delivery of this Agreement by the Company does not, and performance of this Agreement by the Company and the consummation of the Merger and the transactions contemplated hereby will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the approval and adoption of this Agreement and the approval of the Merger by the Company’s 's stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d2.3(c), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries 's rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, Material Contract (as to clauses (ii) and (iiidefined in Section 2.15), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv2.3(b) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Company's or any of its Subsidiaries' Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate are not obtained, would result in a material loss of benefits to the Company Company, Parent or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken Surviving Corporation as a wholeresult of the Merger.

Non-Contravention. The Except as set forth in Section 4.4(b) of the Parent Disclosure Schedule, the execution and delivery of this Agreement by Parent and Company and each of the other Basic Agreements to which Parent or Company is a party does not, and performance the consummation of this Agreement by the Company transactions contemplated hereby and thereby will not: , in any material respect, violate, conflict with, or result in a material breach of any provision of, or constitute a material default (with or without notice or lapse of time or both) under, or result in the termination or modification of, or accelerate the performance required by, or result in a right of termination, cancellation, or acceleration of any obligation or the loss of a material benefit under, or result in the creation of any material lien, security interest, charge or encumbrance upon any of the properties or assets contemplated hereby to be owned at the Effective Time (x) by Company or (y) by any Company Subsidiary or Company Joint Ventures not constituting a portion of the Transferred Assets (collectively, and as described in Schedule G, the "Retained Assets") (any such violation, conflict, breach, default, right of termination, modification, cancellation or acceleration, loss or creation, a "Violation" with respect to Parent, Company or any Company Subsidiaries, such term when used in Article V having a correlative meaning with respect to Authority and LIPA Sub) pursuant to any provisions of (i) assuming the Required certificate of incorporation, by-laws or similar governing documents of Parent, Company Stockholders adopt this Agreement, conflict with or violate any of the Company Charter Documents Subsidiaries or any Subsidiary Charter Documents of any Subsidiary of the CompanyCompany Joint Ventures, (ii) subject to obtaining the adoption Parent Required Statutory Approvals and the receipt of this Agreement by the Company’s stockholders Company Shareholder Approval, any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority (as contemplated defined in Section 5.2 and compliance with 4.4(c)) applicable to Parent or Company or any of the requirements Company Subsidiaries or the Company Joint Ventures or any Retained Asset or (iii) subject to obtaining the third-party consents set forth in Section 2.3(d4.4(b) of the Parent Disclosure Schedule (the "Parent Required Consents"), conflict with or violate any material Legal Requirement applicable note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to the which Parent or Company or any of its the Company Subsidiaries or the Company Joint Ventures is a party or by which the Company or any of its Subsidiaries or any of their respective properties is Retained Asset may be bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a whole.

Non-Contravention. The execution execution, delivery and delivery performance by the Company of this Agreement and the consummation by the Company does not, of the transactions contemplated hereby do not and performance of this Agreement by the Company will not: not (i) contravene or conflict with the organizational or governing documents of the Company or any of its Significant Subsidiaries or Company Joint Ventures; (ii) assuming compliance with the Required Company Stockholders adopt this Agreementmatters referenced in SECTION 4.3 and the receipt of the Requisite Shareholder Vote, contravene or conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents constitute a violation of any Subsidiary provision of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with any Law binding upon or violate any material Legal Requirement applicable to the Company or any of its Significant Subsidiaries or by Company Joint Ventures or any of their respective properties or assets; (iii) constitute a default under or give rise to a right of termination, cancellation or acceleration of any right or obligation that is material to the Company and its Significant Subsidiaries taken as a whole or to a loss of any benefit that is material to the Company and its Significant Subsidiaries taken as a whole to which any such Person is entitled under any agreement, contract or other instrument applicable to or binding upon the Company or any of its Subsidiaries or any Company Joint Ventures, except those consents set forth in Section 4.4 of their respective properties is bound or affected, the Disclosure Letter (the "REQUIRED CONTRACTUAL CONSENTS"); or (iiiiv) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation or imposition of a any Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be that are material to the Company and its Subsidiaries, Subsidiaries taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under whole (other than any of the Company Scheduled Contracts required to such Lien as may be obtained created or imposed in connection with the consummation Financing or as otherwise may arise from any actions taken by Parent or Merger Sub), except in the case of the transactions contemplated hereby(ii) - (iv) above, whichwhich would not, if individually or in the aggregate not obtainedaggregate, would result in reasonably be expected to have a loss of benefits to Material Adverse Effect on the Company or any materially hinder or delay the consummation of the Merger or the Company's ability to observe and perform its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeobligations hereunder.

Non-Contravention. The execution execution, delivery and delivery of this Agreement performance by the Company does not, and performance of this Agreement Agreement, the Company Ancillary Agreements and the consummation by the Company of the transactions contemplated hereby and thereby do not and will not: not (ia) assuming the Required Company Stockholders adopt this Agreement, contravene or conflict with the articles of incorporation or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary by-laws of the Company, (iib) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and assuming compliance with the requirements set forth matters referred to in Section 2.3(d)3.3 and subject to receipt of the Company Stockholder Approval, contravene or conflict with or violate constitute a violation of any material Legal Requirement provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to the Company or any of its Subsidiaries, (c) subject to receipt of the Company Stockholder Approval, constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Company or any of its Subsidiaries or by to a loss of any benefit to which the Company or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding upon the Company or any of its Subsidiaries or any of their respective properties is bound license, franchise, permit or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair other similar authorization held by the Company’s Company or any of its Subsidiaries rights or materially alter the rights or obligations of any third party underSubsidiaries, or give to others any rights of termination, amendment, acceleration or cancellation of, or (d) result in the creation or imposition of a any Lien on any of the properties or assets asset of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(ivexcept for such contraventions, conflicts or violations referred to in clause (b) or defaults, rights of the Company Disclosure Letter lists all consentstermination, waivers and approvals under any of the Company Scheduled Contracts required cancellation or acceleration, or losses or Liens referred to be obtained in connection with the consummation of the transactions contemplated herebyclause (c) or (d) that would not, which, if individually or in the aggregate aggregate, have a Material Adverse Effect on the Company. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance (i) for Taxes (as defined in Section 3.13) not obtainedyet due or (ii) which is a carriers', would result warehousemen's, mechanics', materialmen's, repairmen's or other like lien arising in the ordinary course of business. Neither the Company nor any Subsidiary of the Company is a loss party to any agreement that expressly limits the ability of benefits to the Company or any Subsidiary of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeto compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of time.

Non-Contravention. The execution execution, delivery and delivery performance by the Company of this Agreement and the consummation by the Company does of the transactions contemplated hereby do not and will not, assuming compliance with the matters referred to in Sections 3.2 and performance of this Agreement by 3.3, (a) contravene or conflict with the Company will not: Charter or the Company By-Laws or the organizational documents of any Company Subsidiary, (ib) assuming the Required Company Stockholders adopt this Agreement, contravene or conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents constitute a violation of any Subsidiary provision of the Companyany law, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d)regulation, conflict with judgment, injunction, order or violate any material Legal Requirement decree binding upon or applicable to the Company or any of its Subsidiaries, (c) constitute a default (or an event which with notice or the passage of time would become a default) under or give rise to a material right of termination, cancellation or acceleration of any right or obligation of the Company or any of its Subsidiaries or by to a loss of any material benefit to which the Company or any of its Subsidiaries is entitled under any provision of any agreement, contract or other instrument binding upon the Company or any of its Subsidiaries or any of their respective properties is bound license, franchise, permit or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair other similar authorization held by the Company’s Company or any of its Subsidiaries rights or materially alter the rights or obligations of any third party underSubsidiaries, or give to others any rights of termination, amendment, acceleration or cancellation of, or (d) result in the creation or imposition of a any Lien on any of the properties or assets asset of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(ivexcept for such contraventions, conflicts or violations referred to in clause (b) or defaults, rights of the Company Disclosure Letter lists all consentstermination, waivers and approvals under any of the Company Scheduled Contracts required cancellation or acceleration, or losses or Liens referred to be obtained in connection with the consummation of the transactions contemplated herebyclause (c) or (d) that would not, which, if individually or in the aggregate aggregate, be reasonably likely to have a Company Material Adverse Effect. For purposes of this Agreement, "LIEN" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset other than any such mortgage, lien, pledge, charge, security interest or encumbrance (i) for Taxes (as defined in Section 3.15) not obtained, would result yet due or being contested in a loss of benefits to good faith (and for which adequate accruals or reserves have been established on the Parent Balance Sheet or the Company Balance Sheet, as the case may be) or any (ii) which is a carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like lien arising in the ordinary course of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholebusiness.

Non-Contravention. The execution execution, delivery and delivery performance of this Agreement the Transaction Documents by the Company, and the consummation by the Company does not, and performance of this Agreement the transactions contemplated by the Company Transaction Documents, including the Merger and the Separation Transactions, do not and at the Closing will not: (i) assuming contravene or conflict with, or result in any violation or breach of, the Required Company Stockholders adopt this Agreement, conflict with or violate Organizational Documents of the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, its Subsidiaries; (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in clauses (i) through (vii) of Section 2.3(d)3.03(c) and, in the case of the consummation of the Merger, obtaining the Requisite Company Vote and in the case of the consummation of the Separation, obtaining the Separation Company Vote, conflict with or violate any material Legal Requirement Law applicable to the Company or any of its Subsidiaries or by which the Company or Company, any of its Subsidiaries or any of their respective properties is bound or affected, or assets; (iii) except as set forth in Section 3.03(b) of the Company Disclosure Letter, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s require any consent, approval, Order, authorization, waiver, franchise or clearance (any of its Subsidiaries rights or materially alter the rights or obligations of any third party foregoing being a “Consent”) under, or give to others any rights of cause or permit termination, amendmentcancellation, acceleration or cancellation ofother change of any right or obligation or the loss of any benefit under, any Company Material Contract or Company Permit; or (iv) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled ContractSubsidiaries, except, as to in the case of clauses (ii), (iii) and (iiiiv), respectively, for any such conflicts, violations, breaches, defaults defaults, failures to obtain Consent or other occurrences which creation of any Liens, in each case, that would not reasonably be material expected to the Company and its Subsidiarieshave, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtainedaggregate, would result in a loss Company Material Adverse Effect or to prevent, materially delay or have a material adverse effect on the ability of benefits to the Company or any of its Subsidiaries that would be material to consummate the Company and its Subsidiaries, taken as a wholetransactions contemplated by the Transaction Documents.

Non-Contravention. The Except as set forth in Section 3.3(a) of the Company Disclosure Letter, the execution and delivery by the Company of this Agreement and the Ancillary Agreements to which the Company is a party do not, and the performance by the Company does not, of its covenants and performance of agreements under this Agreement and the Ancillary Agreements to which the Company is a party and the consummation by the Company of the transactions contemplated by this Agreement and the Ancillary Agreements to which the Company is a party will not: , (i) assuming receipt of the Required Company Stockholders adopt this AgreementRequisite Stockholder Approval, breach, conflict with or violate the Charter or the Amended and Restated Bylaws of the Company Charter Documents (the “Bylaws”) or any Company Subsidiary Charter Documents of any Subsidiary of the CompanyDocument (as defined below), (ii) subject to obtaining assuming receipt of the adoption of this Agreement government approvals contemplated by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d3.3(b), conflict with or violate any material Legal Requirement Law applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affected, or (iii) require notice to or the consent of any Person under, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under), or materially impair the Company’s or any of its Subsidiaries Subsidiaries’ rights or materially alter the rights or obligations of any third party under, or give to others any third party any rights of termination, amendment, payment, acceleration or cancellation of, or result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets (including intangible assets) of the Company or any of its Subsidiaries pursuant to, any Contract to which the Company Scheduled Contractor any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or its or any of their respective properties is bound or affected, exceptor (iv) give rise to or result in any person having, as or having the right to exercise, any preemptive rights, rights of first refusal, rights to acquire or similar rights with respect to any capital stock of the Company or any of its Subsidiaries or any of their respective assets or properties, except in the case of the preceding clauses (ii) and through (iiiiv), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a whole.

Non-Contravention. The execution Except as set forth in Section 3.4 of the Company Disclosure Schedule, the execution, delivery and delivery performance by Company of this Agreement by the Company does do not, and performance the consummation by Company of this Agreement by the Company transactions contemplated hereby will not: (ia) assuming receipt of the Required Company Stockholders adopt this Agreementapproval of shareholders referred to in Section 3.2(a), contravene or conflict with the articles of incorporation, bylaws or violate the Company Charter Documents or any Subsidiary Charter Documents similar organizational documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries Subsidiaries; (b) assuming receipt of the approval of shareholders referred to in Section 3.2(a) and compliance with the matters referred to in Section 3.3, contravene or by which the conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to Company or its Subsidiaries; (c) require any of its Subsidiaries consent or other action by any of their respective properties is bound or affectedperson under, or (iii) result in any breach of or constitute a default (or an event that which with notice or notice, the lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, under or give rise to others any rights a right of termination, amendmentmodification, cancellation or acceleration of any right or cancellation of, or result in the creation obligation of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as or to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits any benefit to the which Company or any of its Subsidiaries is entitled under any provision of any agreement, contract, commitment, arrangement, lease, undertaking or other instrument binding upon Company or any of its Subsidiaries (a "Company Agreement") or any Permit or other similar authorization held by Company or any of its Subsidiaries; (d) result in the triggering of any payment or other obligation under any provision of any Company Agreement or any Permit or similar authorization held by Company or any of its Subsidiaries; or (e) result in the creation or imposition of any Lien on any asset of Company or any of its Subsidiaries other than a Permitted Lien; all except for such contraventions, conflicts or violations referred to in clause (b) or failures to obtain any consents or other actions by any person or any defaults, rights of termination, modification, cancellation or acceleration or losses referred to in clause (c) that would be material not, individually or in the aggregate, have a Material Adverse Effect on Company. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, and "Permitted Liens" means (i) Liens disclosed in the Company SEC Documents filed prior to the Company date hereof, (ii) Liens that are not, individually or in the aggregate, material in character, amount or extent and its Subsidiariesthat do not materially detract from the value or materially interfere with the present use of the assets subject thereto or affected thereby, taken as a whole(iii) Liens for current Taxes not yet due and payable and (iv) Liens for mechanics' or materialmen's liens arising in the ordinary course of business with respect to obligations that are not past due or which are being contested in good faith.

Non-Contravention. The execution execution, delivery and delivery of this Agreement performance by the Company does notand the Company Subsidiaries of this Agreement, and performance the consummation of this Agreement by the Company transactions contemplated hereby, do not and will not: not (i) assuming violate any provision of the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Organizational Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company or any of its the Company Subsidiaries; (ii) assuming the receipt of all consents, approvals, waivers and authorizations and the making of the notices and filings set forth on Schedule 7.02(c), to the Knowledge of the Company, conflict with, or result in the breach of, or constitute a default under, or result in the termination, cancellation, modification or acceleration (whether after the filing of notice or the lapse of time or both) of any right or obligation of the Company or any of the Company Subsidiaries under, or by result in a loss of any benefit to which the Company or any of its the Company Subsidiaries or any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) entitled under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation ofContract, or result in the creation of a any Lien on any of (other than Permitted Liens) upon the assets and properties or assets of the Company or any of the Company Subsidiaries; or (iii) assuming the receipt of all consents, approvals, waivers and authorizations and the making of notices and filings set forth on Schedule 7.02(c) or required to be made or obtained by AIG or any of its Affiliates, to the Knowledge of the Company, violate or result in a breach of or constitute a default under any Law, Governmental Order or Self-Regulatory Organization Approval to which the Company or any of the Company Subsidiaries pursuant tois subject, any Company Scheduled Contractother than, except, as to in the cases of clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults terminations, defaults, cancellations, accelerations, losses, violations or other occurrences which Liens that would not be material materially impair or delay the Company's ability to the Company and perform its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate not obtained, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeobligations hereunder.

Non-Contravention. The execution and delivery of this Agreement by the Company does not, and performance of this Agreement by the Company will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, (ii) subject to obtaining the adoption of this Agreement agreement contemplated hereby by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with or violate any material Legal Requirement applicable to the Company Buyer or any of its Subsidiaries or Affiliates and the consummation by which the Company Buyer or any of its Subsidiaries Affiliates of the transactions contemplated herein and therein do not and will not (a) as of the Closing Date, violate or conflict with, the terms of the certificate of limited partnership or the first amended and restated agreement of limited partnership of Buyer dated as of October 30, 2001 (the "Partnership Agreement", as amended), as it will be further amended by the MLP Amendment, or the organizational documents of any of Buyer's Affiliates, including without limitation the Third Amended and Restated Limited Liability Company Agreement (the "GP LLC Agreement") of Penn Virginia Resource GP, LLC (the "General Partner"), (b) violate or conflict with or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which Buyer or any of its Affiliates is a party or becomes a party or by which any of them or any of their respective properties is bound may be bound, (c) violate any Law and Regulation or affectedany order, judgment, decree or (iii) result in injunction of any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s Governmental Authority directed to Buyer or any of its Subsidiaries rights Affiliates or materially alter the rights any of their properties in a proceeding to which any of them or obligations of any third party undertheir property or their assets is or was a party, or give to others any rights of termination, amendment, acceleration or cancellation of, or (d) result in the creation or imposition at or after the Closing of any Encumbrance other than a Lien on Permitted Encumbrance upon all or any part of the properties Buyer's assets, or assets (e) give rise to any right of the Company rescission or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals similar remedy under any of the Company Scheduled Contracts required partnership or securities Law and Regulation, with respect to be obtained in connection with the consummation any of the transactions contemplated herebyby this Agreement except any matters described in clause (b), which(c), if individually (d) or (e) above which would not have a material adverse effect on Buyer's ability to consummate the transactions contemplated by this Agreement. As used in the aggregate not obtainedpreceding sentence, would result in a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a whole."Permitted

Non-Contravention. The execution Except with respect to Contracts to be satisfied in full or terminated in connection with the Debt Refinancings, the execution, delivery and delivery performance by each of the Triarc Parties of this Agreement by and each of the Company does Ancillary Agreements to which it is a party do not, and performance the consummation by each of this Agreement by the Company Triarc Parties of the transactions contemplated hereby and thereby will not: not (ia) assuming the Required Company Stockholders adopt this Agreementcontravene, conflict with with, or violate result in any violation or breach of, the Company Charter Documents articles of incorporation or by-laws (or comparable organizational instruments) of any of the Triarc Parties or ARG or any Subsidiary Charter Documents of its Subsidiaries, (b) contravene or conflict with, or result in any Subsidiary violation or breach of, in any material respect, any Laws, Orders or Permits applicable to any of the Company, (ii) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), conflict with Triarc Parties or violate any material Legal Requirement applicable to the Company ARG or any of its Subsidiaries or by which any assets of any of the Company Triarc Parties or ARG or any of its Subsidiaries are bound, assuming that all consents, approvals, authorizations, filings and notifications described in Section 3.05, Section 4.04 and Section 5.05 have been obtained or any of their respective properties is bound or affectedmade, or (iiic) result in any violation or breach of of, or constitute a default (with or an event that with without notice or lapse of time or both would become a defaultboth) under, (x) any ARG Material Contract or materially impair (y) any other Contract to which any of the Company’s Triarc Parties or ARG or any of its Subsidiaries rights is a party or materially alter the rights or obligations by which any assets of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties Triarc Parties or assets of the Company ARG or any of its Subsidiaries pursuant toare bound, any Company Scheduled Contract, except, as to clauses other than in the case of this clause (iiy) and (iii), respectively, for any such conflictsviolation, violations, breaches, defaults breach or other occurrences which default that would not reasonably be expected to be, individually or in the aggregate, material to the Company ARG and its Subsidiaries, taken as a whole. Section 2.3(b)(iv, (d) of the Company Disclosure Letter lists all consentsrequire any consent, waivers and approvals approval or other authorization of, or filing with or notification to, any Person under (x) any ARG Material Contract or (y) any other Contract to which any of the Company Scheduled Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually Triarc Parties or in the aggregate not obtained, would result in a loss of benefits to the Company ARG or any of its Subsidiaries that is a party or by which any assets of any of the Triarc Parties or ARG or any of its Subsidiaries are bound, other than in the case of this clause (y) any such consent, approval, authorization, filing or notification that, if not obtained or made, would not reasonably be expected to be, individually or in the aggregate, material to the Company ARG and its Subsidiaries, taken as a whole, (e) give rise to any termination, cancellation, amendment, modification or acceleration of any rights or obligations under (x) any ARG Material Contract or (y) any other Contract to which any of the Triarc Parties or ARG or any of its Subsidiaries is a party or by which any assets of any of the Triarc Parties or ARG or any of its Subsidiaries are bound, other than in the case of this clause (y) any such termination, cancellation, amendment, modification or acceleration that would not reasonably be expected to be, individually or in the aggregate, material to ARG and its Subsidiaries, taken as a whole, or (f) cause the creation or imposition of any Liens (other than Permitted Liens) on any material assets of any of the Triarc Parties or ARG or any of its Subsidiaries.

Non-Contravention. The execution and delivery of this Agreement by the Company does not, and performance of this Agreement by the Company and the consummation of the Company Merger and the transactions contemplated hereby will not: (i) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Company, ; (ii) subject to obtaining the approval and adoption of this Agreement and the approval of the Company Merger by the Company’s 's stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d2.3(c), conflict with or violate any material Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective material properties is bound or affected, ; or (iii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, or materially impair the Company’s or any of its Subsidiaries 's rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a material Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, Material Contract (as to clauses (ii) and (iiidefined in Section 2.15), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(iv2.3(b) of the Company Disclosure Letter lists as of the date hereof all consents, waivers and approvals under any of the Company Scheduled Company's or any of its Subsidiaries' Contracts currently in effect required to be obtained in connection with the consummation of the transactions contemplated hereby, which, if individually or in the aggregate are not obtained, would result in a material loss of benefits to the Company Company, Parent or any the Surviving Corporation as a result of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMerger.

Non-Contravention. The execution and delivery by Seller of this Agreement and the Ancillary Agreements to which Seller is a party, the consummation by Seller of the Company does nottransactions contemplated hereby or thereby, and the performance of this Agreement by the Company will not: its obligations hereunder and thereunder do not (ia) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate result in any breach of any provision of the Organizational Documents of Seller, the Company Charter Documents or any Subsidiary Charter Documents of any Subsidiary of the Companyits Subsidiaries, (iib) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and assuming compliance with the requirements set forth matters referred to in Section 2.3(d2.2(b), conflict violate any applicable Law of any Governmental Authority having jurisdiction over Seller, the Company or any of its Subsidiaries, (c) require any consent of or other action by any Person under, or result in a violation or breach of, or constitute (with or violate without due notice or lapse of time or both) a default or give rise to any right of termination, cancellation or acceleration under, or any increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or to loss of a material Legal Requirement applicable to benefit under, any of the terms, conditions or provisions of any Material Contract, Real Property Lease or material Permit affecting the Company or any of its Subsidiaries or (d) except as contemplated by which the Company or any of its Subsidiaries or any of their respective properties is bound or affectedthis Agreement, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation or imposition of a any Lien other than Permitted Liens on any of the properties or assets asset of the Company or any of its Subsidiaries pursuant to, any Company Scheduled ContractSubsidiaries, except, as to in the case of clauses (iib), (c) and (iiid), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which as would not reasonably be material expected to the have a Company Material Adverse Effect and its Subsidiaries, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the Company Scheduled Contracts required would not reasonably be expected to be obtained in connection with impair or delay the consummation of the contemplated transactions contemplated hereby(it being agreed that for purposes of this Section 2.3, which, if individually or any change that results from the matters set forth in clause (v) of the aggregate definition of “Company Material Adverse Effect” shall not obtained, would result in be excluded when determining whether a loss of benefits to the Company or any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect has occurred).

Non-Contravention. The execution execution, delivery and delivery performance by the Company of this Agreement and the consummation by the Company does of the transactions contemplated hereby do not and will not, assuming compliance with the matters referred to in Sections 3.2 and performance 3.3 and the accuracy of this Agreement by the Company will not: representations and warranties set forth in Section 4.17, (ia) assuming the Required Company Stockholders adopt this Agreement, contravene or conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents the Company By-Laws or the organizational documents of any Subsidiary Subsidiaries of the Company, (iib) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated in Section 5.2 and compliance with the requirements set forth in Section 2.3(d), contravene or conflict with or violate constitute a violation of any material Legal Requirement provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to the Company or any of its Subsidiaries, (c) constitute a default (or an event which with notice or the passage of time would become a default) under, or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Company or any of its Subsidiaries or by to a loss of any benefit to which the Company or any of its Subsidiaries is entitled under any provision of, any agreement, contract or other instrument binding upon the Company or any of its Subsidiaries or any of their respective properties is bound license, franchise, permit or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair other similar authorization held by the Company’s Company or any of its Subsidiaries rights or materially alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or (d) result in the creation or imposition of a any Lien (other than Permitted Liens) on any of the properties or assets asset of the Company or any of its Subsidiaries pursuant to, any Company Scheduled Contract, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would not be material to the Company and its Subsidiaries, taken as a whole. Section 2.3(b)(ivexcept for such contraventions, conflicts or violations referred to in clause (b) or defaults, rights of the Company Disclosure Letter lists all consentstermination, waivers and approvals under any of the Company Scheduled Contracts required cancellation or acceleration or losses or Liens referred to be obtained in connection with the consummation of the transactions contemplated herebyclause (c) or (d) that would not, which, if individually or in the aggregate aggregate, be reasonably likely to have (i) a Company Material Adverse Effect or (ii) a Company Impairment Effect. For purposes of this Agreement, (x) “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset and (y) “Permitted Lien” means (i) Liens for Taxes not obtainedyet due or being contested in good faith (and for which adequate accruals or reserves have been established on the Parent Balance Sheet or the Company Balance Sheet, as the case may be), (ii) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like lien arising in the ordinary course of business, (iii) applicable zoning, planning, entitlement, conservation restrictions, land use restrictions, building codes and other governmental rules and regulations imposed by a governmental authority having jurisdiction over the real property, none of which would result reasonably be expected to have an adverse impact on the Company’s or its Subsidiaries’ conduct of their respective businesses, (iv) non-exclusive licenses to Intellectual Property granted in a loss the ordinary course of benefits business, (v) Liens arising in the ordinary course of business under operating agreements, joint venture agreements, partnership agreements, oil and gas leases, farm-out agreements, division orders, Contracts for the sale, purchase, transportation, processing or exchange of oil, gas or other Hydrocarbons, unitization and pooling declarations and agreements, area of mutual interest agreements, development agreements, joint ownership arrangements and other agreements that are customary in the oil and gas business (collectively, the “Permitted Arrangements”); provided that, notwithstanding anything herein to the contrary, this clause (v) shall only apply with respect to Permitted Arrangements to the extent, and solely to the extent, related to operations in the United States and that are not Material Contracts), (vi) any Liens discharged at or prior to the Effective Time without any material liability to the Company or Parent or their respective Subsidiaries, (vii) any Liens securing indebtedness under that certain Amendment and Restatement Agreement, dated as of its Subsidiaries July 14, 2022, by and among the MLP, Xxxx Midstream Operations LP (“Opco”), the other loan parties and lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent (as amended or modified from time to time, the “MLP Credit Agreement”), (viii) Liens, exceptions, defects or irregularities in title, easements, imperfections of title, claims, charges, security interests, rights of way, covenants, restrictions and other similar matters that (a) would be accepted by a reasonably prudent purchaser of oil and gas interests in the geographic area where such oil and gas interests are located, and (b) would not be reasonably expected to materially affect the value, use or operation of the property encumbered thereby (provided that, notwithstanding anything herein to the contrary, this clause (viii) shall only apply with respect to any such Liens, exceptions, defects or irregularities in title, easements, imperfections of title, claims, charges, security interests, rights of way, covenants, restrictions and other similar matters to the extent, and solely to the extent, related to operations in the United States), and (ix) Liens arising under securities laws. To the Company’s knowledge as of the date of this Agreement, there is no Effect that would reasonably be material expected to prevent, materially impede or materially interfere with the consummation by the Company of the Merger and its Subsidiaries, taken as a wholethe Transactions.

Non-Contravention. The Except as otherwise described in Schedule 3.6 of the Company Disclosure Schedules, the execution and delivery by the Company (or any other Acquired Company, as applicable) of this Agreement by the and each Transaction Document to which any Acquired Company does notis or is required to be a party or otherwise bound, and performance the consummation by any Acquired Company of this Agreement the transactions contemplated hereby and thereby and compliance by any Acquired Company with any of the Company provisions hereof and thereof, will not: not (ia) assuming the Required Company Stockholders adopt this Agreement, conflict with or violate the Company Charter Documents or any Subsidiary Charter Documents provision of any Subsidiary of the Acquired Company’s Organizational Documents, (iib) subject to obtaining the adoption of this Agreement by the Company’s stockholders as contemplated consents from Governmental Authorities referred to in Section 5.2 3.5 hereof, the waiting periods referred to therein having expired, and compliance with the requirements set forth in Section 2.3(d)any condition precedent to such consent or waiver having been satisfied, conflict with or violate any material Legal Requirement Law, Order or consent applicable to the any Acquired Company or any of its Subsidiaries properties or by which the Company or any of its Subsidiaries or any of their respective properties is bound or affectedassets, or (iiic) (i) violate, conflict with or result in any a breach of or of, (ii) constitute a default (or an event that which, with notice or lapse of time or both both, would become constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or materially impair modification of, (iv) accelerate the Company’s or performance required by any of its Subsidiaries rights or materially alter the rights or obligations of any third party Acquired Company under, (v) result in a right of termination or acceleration under, (vi) give rise to others any rights of terminationobligation to make payments or provide compensation under, amendment, acceleration or cancellation of, or (vii) result in the creation of any Lien except a Permitted Lien on upon any of the properties or assets of any Acquired Company under, (viii) give rise to any obligation to obtain any third party consent or provide any notice to any Person under or (ix) give any Person the Company 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 of its Subsidiaries pursuant toright, any Company Scheduled Contractbenefit, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults obligation or other occurrences which would not be material to the Company and its Subsidiariesterm under, taken as a whole. Section 2.3(b)(iv) of the Company Disclosure Letter lists all consents, waivers and approvals under any of the terms, conditions or provisions of any Company Scheduled Contracts required to be obtained in connection with the consummation Material Contract, except for any deviations from any of the transactions contemplated herebyforegoing clauses (b) or (c) that would not reasonably be expected to have, which, if individually or in the aggregate not obtainedaggregate, would result in a loss of benefits to the Company or Material Adverse Effect on any of its Subsidiaries that would be material to the Company and its Subsidiaries, taken as a wholeAcquired Company.