100% Uses in Noncontravention Clause

Noncontravention from Membership Interest Purchase Agreement

This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this Agreement) is dated as of August 3, 2016, and is by and among Elwood Expansion Holdings, LLC, a Delaware limited liability company (the Expansion Seller), Elwood Energy Holdings, LLC, a Delaware limited liability company (the Elwood Seller I), Tomcat Power, LLC, a Delaware limited liability company (the O&M Seller), Elwood Energy Holdings II, LLC, a Delaware limited liability company (the Elwood Seller II, together with the Expansion Seller, the Elwood Seller I and the O&M Seller, the Tier One Sellers or the Sellers), and J-POWER USA Development Co., Ltd., a Delaware corporation (the Purchaser). Each of the Expansion Seller, the Elwood Seller I, the O&M Seller, the Elwood Seller II and the Purchaser is, individually, a Party, and, collectively, they are referred to as the Parties.

Noncontravention. Assuming that all Seller Required Consents have been timely made, obtained or given, as applicable, the execution, delivery and performance of this Agreement and the Other Transaction Documents by the Sellers do not, and the consummation by the Sellers of the transactions contemplated hereby and thereby will not, contravene or violate any provision of (a) the Organizational Documents of the Sellers, (b) any Contract to which any Seller or any Acquired Company is a party or by which any Seller or any Acquired Company is bound or (c) any Law to which any Seller is subject, except, in the case of clauses (b) and (c), as would not result in a Seller Material Adverse Effect.

Noncontravention from Purchase Agreement

AGREEMENT (this "Agreement") dated as of July 28, 2015 between Ultra Clean Holdings, Inc., a Delaware corporation, with its corporate headquarters at 26462 Corporate Avenue, Hayward, CA 94545, USA ("Parent"), CharlesMost s.r.o., a limited liability company (spolecnost s rucenim omezenym) organized under the laws of the Czech Republic, with its registered seat at Karolinska 661/4, Karlin, 186 00 Prague 8, ID-No. (IC): 4171012, registered in the Commercial Register maintained by the Municipal Court in Prague, File No. C 243566 ("Buyer"), Stenen one a.s., a joint stock company (akciova spolecnost) organized under the laws of the Czech Republic, with its registered seat at V Horkach 76/18, Liberec IX-Januv Dul, 460 07 Liberec, ID-No. (IC): 241 91 329, registered in the Commercial Register maintained by the Regional Court in Usti nad Labem, File No. B 2438 ("Seller 1"), and Juves one a.s., a joint stock company (akciova spolecnost) organized under the laws of the Czech Republic, with its re

Noncontravention. The execution, delivery and performance by Sellers of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby do not and will not (i) violate the Organizational Documents of Sellers or the Company, (ii) violate any Czech law, (iii) require any consent or other action by any Person under, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Company or to a loss of any material benefit to which the Company is entitled under any provision of any agreement or other instrument binding upon the Company or (iv) result in the creation or imposition of any Lien on any asset of the Company.

Noncontravention from Equity Purchase Agreement

This EQUITY PURCHASE AGREEMENT (this Agreement), dated as of July 2, 2014, is entered into by and among Thoratec Switzerland GmbH, a Swiss corporation (Buyer), Apica Cardiovascular Limited, an Irish limited liability company (ACL, and together with each of its Subsidiaries, the Companies and each, a Company), the Persons listed on Schedule I attached hereto (each a Seller and collectively the Sellers), Seroba Kernel Life Sciences Limited, as the Sellers Representative and solely for the purposes set forth in Section 11.16, Thoratec Corporation (Guarantor). ACL, each of the Sellers, and Buyer are collectively referred to herein as the Parties and each individually as a Party.

Noncontravention. The execution, delivery and performance of this Agreement and the other Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby by each Company do not and shall not (a) conflict with or result in any breach of any of the terms, conditions or provisions of, (b) constitute a default under, (c) result in a violation of, (d) give any third party the right to modify, terminate or accelerate or cause the modification, termination or acceleration of, any obligation under, (e) result in the creation of any Lien upon the any of the Equity Interests or the assets of any Company, or (f) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any Governmental Authority, under (i) the provisions of the Organizational Documents of any Company, (ii) any Material Contract, (iii) any judgment, order or decree to which any of the Companies is subject, or (iv) any law, statute, rule or regulation to which any of the Companies is subject, other than in the cases of clauses (ii)-(iv) as would not reasonably be expected to be, individually or in the aggregate, material to the Companies. In addition, the execution, delivery and performance of this Agreement and the other Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby by each Company does not and shall not give any Governmental Authority or other Person the right to challenge any of the transactions contemplated by this Agreement and the other Ancillary Agreements or to exercise any remedy or obtain any relief under, any Applicable Law or any governmental order to which any Company or the Business, is subject, including by revoking, withdrawing, suspending, cancelling, terminating or modifying any Permit.

Noncontravention from Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER (this Agreement) is dated as of May 31, 2013, by and among Gigamon Inc., a Delaware corporation (the Company), Highland Subfund VII-B GGM, Inc., a Delaware corporation (HSF-B), Highland Subfund VII-C GGM, Inc., a Delaware corporation (HSF-C), Highland Capital Partners VII-B, Limited Partnership, a Delaware limited partnership (HCP-B) and Highland Capital Partners VII-C, Limited Partnership, a Delaware limited partnership (HCP-C). The Company, HSF-B, HSF-C, HCP-B and HCP-C are collectively referred to herein as the Parties and each individually is referred to herein as a Party. All references to the Company include its predecessor, Gigamon LLC, a Delaware limited liability company.

Noncontravention. The execution, delivery and performance by such Party of any of the Transaction Documents to which it is or will be a party, and the consummation of the transactions contemplated thereby do not and will not (a) violate or conflict with the organizational documents of such Party or any resolution adopted by or any action taken by the board of directors or stockholders of such Party, (b) assuming compliance with the matters referred to in Section 3.3, contravene or conflict with or constitute a violation of any provision of any Law binding upon or applicable to such Party, (c) with or without the giving of notice or the lapse of time, or both, constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of such Party, or to a loss of any benefit to which such Party is entitled, under any provision of any agreement, contract or other instrument to which such Party is a party or by which it or its properties or assets is bound or (d) result in the creation or imposition of any Lien (other than Permitted Liens and Exceptions) upon or with respect to such Party or its assets, except, in the case of clauses (b),(c) or (d), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have, individually or in the aggregate, a Material Adverse Effect.

Noncontravention from Contribution Agreement

CONTRIBUTION AGREEMENT (this Agreement) dated as of May 5, 2013 among Crestwood Gas Services Holdings LLC, a Delaware limited liability company (CGSH) and Crestwood Holdings LLC, a Delaware limited liability company (CH) (each a Contributing Party and together the Contributing Parties) and Inergy, L.P., a Delaware limited partnership (NRGY) and Inergy GP, LLC, a Delaware limited liability company (NRGY GP) (each a Recipient Party and together the Recipient Parties).

Noncontravention. After giving effect to the transactions contemplated by the commitment letters referred to in Section 4.06 of the Recipient Party Disclosure Schedules, the execution, delivery and performance by the Recipient Parties of this Agreement, the consummation of the transactions contemplated hereby, including the NRGM Common Unit Distribution and the Follow-On Contributions, and the purchase of the Partnership Interests (as such term is defined in the Purchase Agreement) pursuant to the Purchase Agreement, do not and will not (i) violate or conflict with the Organizational Documents of NRGY or NRGY GP, (ii) assuming compliance with the matters referred to in Section 4.03, violate or conflict with any Law, (iii) require any consent or other action by any Person under, constitute a default under, result in a violation of or conflict with, or give rise to any right of termination, cancellation, modification or acceleration of any right or obligation of the Recipient Parties or any NRGY Group Entity or to a loss of any benefit to which any of the foregoing is entitled under any provision of any Contract binding upon any of the foregoing other than as required under the Existing NRGY Credit Agreement or (iv) constitute (with or without the giving of notice or the passage of time or both) an event which would result in the creation of any Lien upon any assets or properties of NRGY, except in the case of clauses (ii), (iii) and (iv), as have not had and would not reasonably be expected to constitute, individually or in the aggregate, an NRGY Material Adverse Effect.

Noncontravention from Equity Purchase Agreement

This EQUITY PURCHASE AGREEMENT, dated as of September 27, 2012, is by and between TECO Guatemala Holdings II, LLC, a limited liability company organized under the Laws of the State of Florida (the Seller) and Renewable Energy Investments Guatemala Limited, an International Business Company organized under the Laws of the Commonwealth of the Bahamas (the Purchaser). Certain capitalized terms used in this Agreement shall have the meanings set forth in Section 11.11.

Noncontravention. Neither the execution and delivery by the Seller of this Agreement, nor the consummation by the Seller of the Transactions, will (i) result in the creation, imposition or enforcement of any Lien on, over or affecting the Acquired Company Interests owned by the Seller; (ii) conflict with or violate any provisions of the articles of incorporation, bylaws or other constitutive or corporate documents of the Seller, (iii) violate, conflict with, result in a breach of or constitute a default under any of the terms, conditions or provisions of any Contract to which the Seller is a party; or (iv) violate, conflict with or result in a breach of any Law, judgment, writ or injunction of any Governmental Authority applicable to the Seller, except, in the case of clauses (ii), (iii) and (iv), for such conflicts, violations, breaches or defaults which would not impair in any material respect the ability of the Seller to perform its obligations hereunder or prevent or materially delay consummation of the Transactions.

Noncontravention from Equity Purchase Agreement

This EQUITY PURCHASE AGREEMENT, dated as of September 27, 2012, is by and between TECO Guatemala Holdings II, LLC, a limited liability company organized under the Laws of the State of Florida (the Seller) and Renewable Energy Investments Guatemala Limited, an International Business Company organized under the Laws of the Commonwealth of the Bahamas (the Purchaser). Certain capitalized terms used in this Agreement shall have the meanings set forth in Section 11.11.

Noncontravention. Neither the execution and delivery by the Seller of this Agreement, nor the consummation by the Seller of the Transactions, will (i) result in the creation, imposition or enforcement of any Lien on, over or affecting the Acquired Company Interests owned by the Seller; (ii) conflict with or violate any provisions of the articles of incorporation, bylaws or other constitutive or corporate documents of the Seller, (iii) violate, conflict with, result in a breach of or constitute a default under any of the terms, conditions or provisions of any Contract to which the Seller is a party; or (iv) violate, conflict with or result in a breach of any Law, judgment, writ or injunction of any Governmental Authority applicable to the Seller, except, in the case of clauses (ii), (iii) and (iv), for such conflicts, violations, breaches or defaults which would not impair in any material respect the ability of the Seller to perform its obligations hereunder or prevent or materially delay consummation of the Transactions.

Noncontravention from Equity Purchase Agreement

This EQUITY PURCHASE AGREEMENT, dated as of September 27, 2012, is by and between TECO Guatemala Holdings II, LLC, a limited liability company organized under the Laws of the State of Florida (the Seller) and Sur Electrica Holding Limited, an International Business Company organized under the Laws of the Commonwealth of the Bahamas (the Purchaser). Certain capitalized terms used in this Agreement shall have the meanings set forth in Section 11.11.

Noncontravention. Neither the execution and delivery by the Seller of this Agreement, nor the consummation by the Seller of the Transactions, will (i) result in the creation, imposition or enforcement of any Lien on, over or affecting the Acquired Company Interests owned by the Seller; (ii) conflict with or violate any provisions of the articles of incorporation, bylaws or other constitutive or corporate documents of the Seller, (iii) violate, conflict with, result in a breach of or constitute a default under any of the terms, conditions or provisions of any Contract to which the Seller is a party; or (iv) violate, conflict with or result in a breach of any Law, judgment, writ or injunction of any Governmental Authority applicable to the Seller, except, in the case of clauses (ii), (iii) and (iv), for such conflicts, violations, breaches or defaults which would not impair in any material respect the ability of the Seller to perform its obligations hereunder or prevent or materially delay consummation of the Transactions.

Noncontravention from Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER (this Agreement) is dated as of October 5, 2012, by and among Shutterstock, Inc., a Delaware corporation (the Company), Shutterstock Investors II, Inc., a Delaware corporation (SS II), Insight Venture Partners (Cayman) V, L.P., a limited partnership organized under the laws of the Cayman Islands (Insight Cayman), Shutterstock Investors III, Inc., a Delaware corporation (SS III), and Insight Venture Partners V Coinvestment Fund, L.P., a limited partnership organized under the laws of the State of Delaware (Insight Coinvestment). The Company, SS II, Insight Cayman, SS III and Insight Coinvestment are collectively referred to herein as the Parties and each individually is referred to herein as a Party. This Agreement and the transactions contemplated hereby (including the Mergers, as defined below) shall be consummated prior to the date that the Securities and Exchange Commission has declared the Companys Registration Statement on Form S-1 (File No. 33

Noncontravention. The execution, delivery and performance by such Merged Entity of any of the Transaction Documents to which it is or will be a party, and the consummation of the transactions contemplated thereby do not and will not (a) violate or conflict with the organizational documents of such Merged Entity, (b) assuming compliance with the matters referred to in Section 3.03, contravene or conflict with or constitute a violation of any provision of any Law binding upon or applicable to such Merged Entity, (c) with or without the giving of notice or the lapse of time, or both, constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of such Merged Entity, or to a loss of any benefit to which such Merged Entity is entitled, under any provision of any agreement, contract or other instrument to which such Merged Entity is a party or by which it or its properties or assets is bound or (d) result in the creation or imposition of any Lien (other than Permitted Liens and Exceptions) upon or with respect to such Merged Entity or its assets, except, in the case of clauses (b), (c) or (d), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have, individually or in the aggregate, a material adverse effect on the ability of such Merged Entity to consummate the transactions contemplated by the Transaction Documents.

Noncontravention from Form of Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER (this Agreement) is dated as of [ ], 2012, by and among Shutterstock, Inc., a Delaware corporation (the Company), Shutterstock Investors II, Inc., a Delaware corporation (SS II), Insight Venture Partners (Cayman) V, L.P., a limited partnership organized under the laws of the Cayman Islands (Insight Cayman), Shutterstock Investors III, Inc., a Delaware corporation (SS III), and Insight Venture Partners V Coinvestment Fund, L.P., a limited partnership organized under the laws of the State of Delaware (Insight Coinvestment). The Company, SS II, Insight Cayman, SS III and Insight Coinvestment are collectively referred to herein as the Parties and each individually is referred to herein as a Party. This Agreement and the transactions contemplated hereby (including the Mergers, as defined below) shall be consummated prior to the date that the Securities and Exchange Commission has declared the Companys Registration Statement on Form S-1

Noncontravention. The execution, delivery and performance by such Merged Entity of any of the Transaction Documents to which it is or will be a party, and the consummation of the transactions contemplated thereby do not and will not (a) violate or conflict with the organizational documents of such Merged Entity, (b) assuming compliance with the matters referred to in Section 3.03, contravene or conflict with or constitute a violation of any provision of any Law binding upon or applicable to such Merged Entity, (c) with or without the giving of notice or the lapse of time, or both, constitute a default under or give rise to any right of termination, cancellation or acceleration of any right or obligation of such Merged Entity, or to a loss of any benefit to which such Merged Entity is entitled, under any provision of any agreement, contract or other instrument to which such Merged Entity is a party or by which it or its properties or assets is bound or (d) result in the creation or imposition of any Lien (other than Permitted Liens and Exceptions) upon or with respect to such Merged Entity or its assets, except, in the case of clauses (b), (c) or (d), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not have, individually or in the aggregate, a material adverse effect on the ability of such Merged Entity to consummate the transactions contemplated by the Transaction Documents.