Common use of Non-Contravention Clause in Contracts

Non-Contravention. The execution, delivery and performance by Lafite of this Agreement and the consummation by Lafite of the Transactions do not and will not (i) contravene, conflict with or result in any violation or breach of any provision of the Organizational Documents of Lafite, (ii) assuming compliance with the matters referred to in Section 4.04, contravene, conflict with or result in a violation or breach of any provision of any Applicable Law or Order, (iii) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control or default under, or result in the termination or cancellation of, or give to others any right to receive any payment, right to purchase (including any right of first refusal or right of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each case, with or without notice or lapse of time or both) under any Specified Lafite Contract or Lafite Lease Agreement to which Lafite or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or any Permits affecting, or relating in any way to, the property, assets or business of Lafite or any of its Subsidiaries or (iv) result in the creation or imposition of any Lien (other than Permitted Lafite Liens) on any rights, property or asset of Lafite or any of its Subsidiaries, with such exceptions, in the case of each of clauses (ii), (iii) and (iv), as have not had, and would not reasonably be expected to have, individually or in the aggregate, a Lafite Material Adverse Effect.

Non-Contravention. The execution, delivery and performance by Lafite Acquiror and Merger Subsidiary of this Agreement Agreement, and by Acquiror of the Option Agreement, and the consummation by Lafite Acquiror and Merger Subsidiary of the Transactions transactions contemplated hereby and thereby do not and will not (i) contravene, conflict with or result in any violation or breach of any provision of the Organizational Documents of Lafite, (iia) assuming compliance with the matters referred to in Section 4.044.02, contravene, contravene or conflict with the certificate of incorporation or result by-laws of Acquiror or Merger Subsidiary, (b) assuming compliance with the matters referred to in a violation Section 4.03, contravene or breach of conflict with any provision of any Applicable Law law, regulation, judgment, injunction, order or Orderdecree binding upon or applicable to Acquiror or any of its Subsidiaries, (iiic) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control or default under, or result in the termination or cancellation of, under or give rise to others any right to receive any payment, right to purchase (including any right of first refusal or right of first offer or the like) or any right of termination, vesting, amendment, modification, cancellation or acceleration of any right or guaranteeing obligation of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite Acquiror or any of its Subsidiaries or to require Lafite or a loss of any of its Subsidiaries to acquire such security) or cancellation (in each case, with or without notice or lapse of time or both) under any Specified Lafite Contract or Lafite Lease Agreement benefit to which Lafite Acquiror or any of its Subsidiaries is a partyentitled under any provision of any agreement, contract or by which they other instrument binding upon Acquiror or any of their respective properties or assets may be bound or affected its Subsidiaries or any Permits affectinglicense, franchise, permit or relating in any way to, the property, assets or business of Lafite other similar authorization held by Acquiror or any of its Subsidiaries or (ivd) result in the creation or imposition of any Lien (other than Permitted Lafite Liens) on any rights, property or asset of Lafite Acquiror or any of its Subsidiaries, with except for such exceptionscontraventions, conflicts or violations referred to in the case clause (b) or defaults, rights of each of clauses termination, cancellation or acceleration, or losses or Liens referred to in clause (ii), c) or (iiid) and (iv), as have not had, and that would not reasonably be expected to havenot, individually or in the aggregate, have a Lafite Material Adverse EffectEffect on Acquiror. Neither Acquiror nor any Subsidiary of Acquiror is a party to any agreement that expressly limits the ability of Acquiror or any Subsidiary of Acquiror 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 extent that any such limitation, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect on Acquiror after the Effective Time.

Non-Contravention. The execution, delivery and performance by Lafite Seller of this Agreement and by Seller and its Affiliates of each of the Ancillary Agreements to which Seller or any of its Affiliates is or will be a party, and the consummation by Lafite Seller and its Affiliates of the Transactions transactions contemplated hereunder and thereunder, do not and will not (i) contravene, conflict with or result in any violation or breach of violate any provision of the Organizational Documents of LafiteSeller, any Subsidiary of Seller that owns Purchased Assets, any Affiliate that is a party to an Ancillary Agreement, any Transferred Entity, or the Funds, (ii) assuming compliance with the matters receipt of all consents, approvals, waivers and authorizations and the making of the notices and filings referred to in Section 4.04, contravene, conflict with 3.05 or result in a violation or breach of any provision of any Applicable Law or Order, (iii) require any consent or approval under, violateSection 7.05, conflict with, or result in any the breach of of, or any loss of any benefit under, constitute a change of control or default under, or result in the termination termination, Encumbrance, cancellation, modification or cancellation ofacceleration of any right or obligation of Seller, any Subsidiary of Seller that owns Purchased Assets, any Affiliate that is a party to an Ancillary Agreement, any Transferred Entity, any Fund or the Xxx Xxxxxx Business under, or give rise to others any right payment conditioned, in whole or in part, on a change of control of a Transferred Entity or Fund or approval or consummation of the transactions contemplated hereby, or result in a loss of any benefit to receive which Seller, any paymentSubsidiary of Seller that owns Purchased Assets, right any Affiliate that is a party to purchase (including an Ancillary Agreement, any right of first refusal or right of first offer Transferred Entity, any Fund or the likeXxx Xxxxxx Business is entitled, with or without the giving of notice, the lapse of time or both, under any Contract or other agreement or instrument binding upon Seller, any Subsidiary of Seller that owns Purchased Assets, any Affiliate that is a party to an Ancillary Agreement, any Transferred Entity, the Funds, the Xxx Xxxxxx Business or to which the property of Seller, any Subsidiary of Seller that owns Purchased Assets, any Affiliate that is a party to an Ancillary Agreement, any Transferred Entity, the Funds or the Xxx Xxxxxx Business is subject or (iii) assuming the receipt of all consents, approvals, waivers and authorizations and the making of notices and filings (A) referred to in Section 3.05 or Section 7.05 or (B) required to be received or made by Buyer or any right of its Affiliates, violate or result in a breach of or constitute a default under any Law to which Seller, any Subsidiary of Seller that owns Purchased Assets, any Affiliate that is a party to an Ancillary Agreement, any Transferred Entity, the Funds or the Xxx Xxxxxx Business is subject or under any Permit of Seller or its Subsidiaries that is related to the Xxx Xxxxxx Business, other than, in the case of clauses (ii) and (iii), any conflict, breach, default, termination, vestingEncumbrance, amendmentcancellation, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each case, with or without notice or lapse of time or both) under any Specified Lafite Contract or Lafite Lease Agreement to which Lafite or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or any Permits affecting, or relating in any way to, the property, assets or business of Lafite or any of its Subsidiaries or (iv) result in the creation or imposition of any Lien (other than Permitted Lafite Liens) on any rights, property or asset of Lafite or any of its Subsidiaries, with such exceptions, in the case of each of clauses (ii), (iii) and (iv), as have not had, and loss that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Lafite Xxx Xxxxxx Material Adverse Effect (excluding, for this purpose only, clause (H) of the definition of Material Adverse Effect).

Non-Contravention. The execution, delivery and performance by Lafite each of the Seller Parties of this Agreement and each of the Ancillary Agreements to which it is a party, and the consummation by Lafite the Seller Parties of the Transactions transactions contemplated by this Agreement and each of the Ancillary Agreements to which it is a party, do not and will not not, with or without the giving of notice, the lapse of time or both, (ia) contravene, conflict with or result in any violation or breach of violate any provision of the Organizational Documents of Lafiteany Transferred Entity, (iib) assuming compliance with the matters receipt of all consents, approvals, waivers and authorizations and the making of the notices and filings (i) referred to in Section 4.044.3 or (ii) required to be received or made by the Seller Parties, contravene, conflict with or result in a violation or breach of any provision of any Applicable Law or Order, (iii) require any consent or approval under, violateas contemplated by Section 3.5 and Section 3.6, conflict with, or result in any the breach of of, or any loss of any benefit under, constitute a change of control or default under, or result in the termination or cancellation oftermination, or give to others any right to receive any payment, right to purchase (including any right of first refusal or right of first offer or the like) or any right of terminationEncumbrance, vesting, amendmentcancellation, modification or acceleration of any right or obligation of any Transferred Entity under, or result in a loss of any benefit to which any Transferred Entity or the PCB Business is entitled under, any Contract, Benefit and Compensation Arrangement or other agreement or instrument binding upon any Transferred Entity or to which the property of any Transferred Entity is subject, or result in any penalty or other payment by any Transferred Entity, or (c) assuming the receipt of all consents, approvals, waivers and authorizations and the making of notices and filings (i) referred to in Section 4.3 or (ii) required to be received or made by the Seller Parties or by the Buyer Parties or any of their respective Affiliates, violate or result in a breach of or constitute a default under any Law to which any Transferred Entity is subject or under any Permit of any Transferred Entity that is primarily related to the PCB Business, other than, in the case of clauses (b) and (c), any conflict, breach, default, termination, Encumbrance, vesting, cancellation, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each case, with or without notice or lapse of time or both) under any Specified Lafite Contract or Lafite Lease Agreement to which Lafite or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or any Permits affecting, or relating in any way to, the property, assets or business of Lafite or any of its Subsidiaries or (iv) result in the creation or imposition of any Lien (other than Permitted Lafite Liens) on any rights, property or asset of Lafite or any of its Subsidiaries, with such exceptions, in the case of each of clauses (ii), (iii) and (iv), as have not had, and loss that would not reasonably be expected to havenot, individually or in the aggregate, have a Lafite Material Adverse Effect.

Non-Contravention. The execution, execution and delivery by each of Pubco and performance by Lafite Merger Sub of this Agreement and each Ancillary Document to which it is a party, the consummation by Lafite each of Pubco and Merger Sub of the Transactions do not transactions contemplated hereby and thereby, and compliance by each of Pubco and Merger Sub with any of the provisions hereof and thereof, will not (ia) contravenesubject to the filing of the Amended Purchaser Charter, conflict with or result in any violation or breach of violate any provision of the Organizational Organisational Documents of Lafiteeach of Pubco and Merger Sub, (iib) assuming compliance with subject to obtaining the matters Consents from Governmental Authorities referred to in Section 4.045.3 hereof, contraveneand the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to each of Pubco and Merger Sub or any of Pubco’s or Merger Sub’s properties or assets, or (c) (i) violate, conflict with or result in a violation or breach of any provision of any Applicable Law or Orderof, (iiiii) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control default (or default under, or result in the termination or cancellation of, or give to others any right to receive any payment, right to purchase (including any right of first refusal or right of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each casean event which, with or without notice or lapse of time or both, would constitute a default) under any Specified Lafite Contract under, (iii) result in the termination, withdrawal, suspension, cancellation or Lafite Lease Agreement to which Lafite or any of its Subsidiaries is a partymodification of, or by which they or any of their respective properties or assets may be bound or affected or any Permits affecting, or relating in any way to, the property, assets or business of Lafite or any of its Subsidiaries or (iv) accelerate the performance required by each of Pubco and Merger Sub under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation or imposition of any Lien (other than a Permitted Lafite LiensLien) on any rights, property or asset of Lafite or upon any of its Subsidiaries, with such exceptions, in the case properties or assets of each of Pubco and Merger Sub under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person, or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any material Contract of each of Pubco and Merger Sub, except for any deviations from any of the foregoing clauses (ii), b) or (iiic) and (iv), as have not had, and that would not reasonably be expected to have, individually or in the aggregate, have a Lafite Material Adverse EffectEffect on each of Pubco and Merger Sub (as applicable).

Non-Contravention. The execution, execution and delivery and performance by Lafite 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 of its covenants and obligations hereunder and thereunder and the consummation by Lafite the Company of the Transactions transactions contemplated hereby and thereby do not and will not (A) (i) contravene, violate or conflict with or result in any violation or breach of any provision of the Organizational Documents of Lafite, (ii) assuming compliance with the matters referred to in Section 4.04, contravene, conflict with or result in a violation or breach of any provision of any Applicable Law or Order, (iii) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control default (or default under, or result in the termination or cancellation of, or give to others any right to receive any payment, right to purchase (including any right of first refusal or right of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each case, an event which with or without notice or lapse of time or bothboth would become a default) under under, (ii) result in the termination of, or 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 Specified Lafite Contract Person under, (a) the Charter Documents of the Company, (b) the charter, bylaws or Lafite Lease Agreement to which Lafite or other constituent documents of any of its Subsidiaries is a partythe 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 by which they (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 of their respective properties Law or assets may be bound or affected or any Permits affecting, or relating in any way to, Order applicable to the property, assets or business of Lafite Company or any of its Subsidiaries or by which any of their properties or assets are bound, or (ivB) 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 or imposition of any Lien (other than Permitted Lafite Liens) on upon any rights, property of the properties or asset assets of Lafite the Company or any of its Subsidiaries, with such exceptions, except in the case of each of clauses (iiA)(b), (iiiA)(c), (A)(d) and (iv)B) above, as for such violations, conflicts, defaults, terminations, accelerations or Liens which have not had, had and would not reasonably be expected to have, individually or in the aggregate, a Lafite Company Material Adverse Effect.

Non-Contravention. The execution, delivery and performance by Lafite of this Agreement and the other Transaction Documents by Seller, the other Seller Entities and the Conveyed Companies party thereto, as applicable, and the consummation by Lafite of the Transactions transactions contemplated hereby and thereby, do not and will not (i) contravene, conflict with or result in any violation or breach of any provision of the Organizational Documents of Lafite, (ii) assuming compliance with the matters referred to in Section 4.04, contravene, conflict with or result in a violation or breach of any provision of any Applicable Law or Order, (iii) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control or default under, or result in the termination or cancellation of, or give to others any right to receive any payment, right to purchase (including any right of first refusal or right of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each case, with or without notice or lapse of time or both): (a) under violate, conflict with, or result in any Specified Lafite Contract or Lafite Lease Agreement to which Lafite breach of any provision of the Constituent Documents of Seller or any of its Subsidiaries is the Equity Selling Entities, the Asset Selling Entities or the Conveyed Companies party thereto, as applicable; (b) subject to obtaining the consents referred to on Schedule 3.4 and Schedule 3.5 of the Seller Disclosure Letter, conflict with, result in a partybreach of, constitute a default under, require any waiver, approval or consent under, or by which they result in the termination, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any right or obligation of their respective properties the Seller Entities or assets may be bound or affected or any Permits affectingthe Conveyed Companies under, or relating to a loss of any benefit of the Business to which the Seller Entities or the Conveyed Companies are entitled under, any Material Contract or Real Property Lease, (c) assuming all actions by or in respect of, or filing with, any way toGovernmental Authority set forth on Schedule 3.4 of the Seller Disclosure Letter have been made or obtained, violate or result in a breach or violation of or constitute a default under any Law or other restriction of any Governmental Authority to which the propertyPurchased Assets, assets any Seller Entity or business of Lafite or any of its Subsidiaries Conveyed Company is subject or (ivd) result in the imposition or creation or imposition of any Lien (upon the Equity Interests, any Purchased Assets or any assets of the Conveyed Companies, other than a Permitted Lafite Liens) on Lien upon any rights, property or asset of Lafite Purchased Assets or any assets of its Subsidiariesthe Conveyed Companies; except, with such exceptions, in the case of each of respect to clauses (iib), (iiic) and (ivd), for any violations, breaches, conflicts, defaults, terminations, cancellations or accelerations as have not had, and would not reasonably be expected to have, individually or in the aggregate, a Lafite Material Adverse Effect.

Non-Contravention. The execution, delivery and performance by Lafite Seller and each Selling Subsidiary of this Agreement and the Ancillary Agreements to which it is (or will be) a party, and the consummation by Lafite of the Transactions transactions contemplated hereby and thereby, do not and will not (ia) contravene, conflict with or result in any violation or breach of violate any provision of the Organizational Documents of LafiteSeller or any Selling Subsidiary, as applicable, (iib) assuming compliance with the matters referred to in Section 4.04receipt of all Regulatory Approvals and the consents, contraveneapprovals, conflict with or result in a violation or breach of any provision of any Applicable Law or Order, waivers and authorizations set forth on Schedule 3.5 (iii) require any consent or approval under, violatethe “Seller Non-Governmental Consents”), conflict with, or result in any the breach of of, or any loss of any benefit under, constitute a change of control or default under, or result in the termination termination, cancellation, modification or cancellation of, or give to others any right to receive any payment, right to purchase acceleration (including any right whether after the filing of first refusal or right of first offer notice or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each case, with or without notice or lapse of time or both) under of any Specified Lafite Contract right or Lafite Lease Agreement obligation of Seller or any Selling Subsidiary under, or result in a loss of any benefit to which Lafite Seller or any of its Subsidiaries Selling Subsidiary is entitled under, any Transferred Contract required to be listed in Schedule 3.12 to which Seller or such Selling Subsidiary is a party, or by which they or any of their respective properties or assets may be bound or affected or any Permits affecting, or relating in any way to, the property, assets or business of Lafite or any of its Subsidiaries or (iv) result in the creation or imposition of any Lien (other than Permitted Lafite Liens) on any rights, property or asset of Lafite or upon any of its Subsidiariesthe Purchased Assets, with in each case in respect of the Business or, (c) assuming the receipt of all Regulatory Approvals, violate or result in a breach of, or constitute a default under, any Law or Governmental Authorization to which Seller or such exceptionsSelling Subsidiary is subject, in each case in respect of the Business, except, in the case of each of clauses clause (ii), (iiib) and clause (iv)c) above, as have not hadfor such violations, and breaches, defaults or other matters that would not reasonably be expected material to havethe Business or the Purchased Assets, individually or in materially impede the aggregateability of Seller or each Selling Subsidiary to perform its obligations under this Agreement or under the Ancillary Agreements, a Lafite Material Adverse Effector to consummate the transactions contemplated hereby and thereby.

Non-Contravention. The execution, delivery and performance by Lafite Seller and its Subsidiaries of this Agreement and the consummation by Lafite Ancillary Documents to which they are, or as of the Transactions Closing will be, a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not (i) contravene, conflict with or result in any violation or breach of violate any provision of the Organizational Documents of LafiteSeller’s or its Subsidiaries’ respective organizational documents, (ii) assuming compliance with the matters referred to receipt of all consents, approvals, waivers, novations and authorizations and the making of the notices and filings listed in Section 4.04, contravene4.4 or set forth on Seller Schedule 4.4, conflict with or result in a violation or breach of any provision of any Applicable Law of, or Order, (iii) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control or default under, or result in the termination termination, cancellation, modification or cancellation of, or give to others any right to receive any payment, right to purchase acceleration (including any right whether after the filing of first refusal or right of first offer notice or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each case, with or without notice or lapse of time or both) under of any Specified Lafite Contract right or Lafite Lease Agreement obligation of Seller or any of its Subsidiaries under, or result in any right of buy-out by any third party under, or result in a loss of any benefit to which Lafite Seller or any of its Subsidiaries is a partyentitled under, any Material Contract or by which they or any of their respective properties or assets may be bound or affected or any Permits affecting, or relating in any way to, the property, assets or business of Lafite or any of its Subsidiaries or (iv) result in the creation or imposition of any Lien Encumbrance upon any of the Transferred Assets (other than Permitted Lafite LiensEncumbrances), or (iii) assuming the receipt of all consents, approvals, waivers, novations and authorizations and the making of notices and filings listed in Section 4.4 or set forth on Seller Schedule 4.4 or required to be made or obtained by Buyer, conflict with or result in a violation or breach of, or constitute a default under, any rightsLaw to which the Transferred Business is subject, property or asset of Lafite or under any of its SubsidiariesGovernmental Authorizations, with such exceptionsother than, in the case of each of clauses (ii), (iii) and (iviii), as have not hadconflicts, and violations, breaches, defaults, terminations, cancellations, modifications, accelerations, losses or Encumbrances that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Lafite Seller Material Adverse Effect (disregarding clauses (vi) and (vii) of the first proviso in the definition of Seller Material Adverse Effect) or prevent or materially impair or delay Seller’s or its Subsidiaries’ ability to perform their respective obligations under this Agreement or the Ancillary Documents.

Non-Contravention. The Except as set forth in Section 4.5 of the U S WEST Merger Disclosure Schedule, the execution, delivery and performance by Lafite each of U S WEST, Media, NV and PCS Holdings (and the NV/PCS Transferee) of this Agreement and each other Transaction Agreement to which it is a party, and the consummation by Lafite U S WEST, Media, NV and PCS Holdings (and the NV/PCS Transferee) of the Transactions transactions contemplated hereby and thereby, do not and will not (ia) contravene, conflict with or result in any violation or breach of violate any provision of the Organizational Documents Certificates of LafiteIncorporation or Bylaws of U S WEST, Media (iior the NV/PCS Transferee) assuming compliance with or PCS Holdings, the matters referred Articles of Incorporation or Bylaws of NV or, subject to in Section 4.04obtaining the U S WEST Consents, contravene, conflict with the certificate of incorporation or result in a violation bylaws or breach comparable organizational document of any provision of any Applicable Law the Domestic Wireless Subsidiaries or Order, Domestic Wireless Investments; (iiib) require any consent or approval under, violatesubject to obtaining the U S WEST Consents, conflict with, or result in any the breach of of, or any loss of any benefit under, constitute a change default or an event of control withdrawal or default dissolution under, or result in the termination or cancellation of, or give to others any right to receive any payment, right to purchase (including any right of first refusal or right of first offer or the like) or any right of termination, vesting, amendment, modification, cancellation or acceleration or guaranteeing (whether after the filing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each case, with or without notice or the lapse of time or both) under of any Specified Lafite Contract right or Lafite Lease Agreement to which Lafite obligation of U S WEST, Media, NV, PCS Holdings or any of its the Domestic Wireless Subsidiaries is a party(or the NV/PCS Transferee) under, any note, mortgage, indenture, lease, Material Contract, agreement or by which they other obligation or instrument of U S WEST, Media, PCS Holdings or any of their respective properties the Domestic Wireless Subsidiaries (or assets may be bound the NV/PCS Transferee); (c) subject to obtaining the U S WEST Consents, give rise to any option, right of first refusal or affected similar right of any Third Party with respect to any interest in any Domestic Wireless Subsidiary or any Permits affectingDomestic Wireless Investment; or (d) subject to obtaining the U S WEST Consents, violate, or relating in any way to, the property, assets or business of Lafite or any of its Subsidiaries or (iv) result in a breach of or constitute a default under any Applicable Law in relation to the creation or imposition operation of any Lien (the Domestic Wireless Business, other than Permitted Lafite Liens) on any rights, property or asset of Lafite or any of its Subsidiaries, with such exceptionsthan, in the case of each of clauses (ii), (iiib) and (ivd), as have not hadany conflict, and would not reasonably be expected to havebreach, termination, modification, default, cancellation, acceleration, loss or violation that, individually or in the aggregate, would not reasonably be expected to have a Lafite Material Adverse EffectEffect with respect to the Domestic Wireless Business or materially impair or delay the ability of U S WEST, Media, NV or PCS Holdings (or the NV/PCS Transferee) to perform its obligations under this Agreement and the other Transaction Agreements or consummate the transactions contemplated hereby and thereby.

Non-Contravention. The execution, delivery and performance by Lafite Seller and its Affiliates of this Agreement and the Ancillary Agreements to which they are a party, and the consummation by Lafite of the Transactions transactions contemplated hereby and thereby (and assuming solely for this purpose that all Contracts Related to the Acquired Business shall constitute Assigned Contracts but, for purposes of Section 6.2(a) only, excluding any Contract that is not an Assigned Contract), do not and will not (ia) contravene, conflict with or result in any violation or breach of violate any provision of the Organizational Documents articles of Lafiteincorporation, bylaws or other organizational documents of Seller or any of its Affiliates, (b) assuming (i) the entry of the [Confirmation]Transaction Order (or the entry of an order pursuant to section 365[(f)] of the Bankruptcy Code authorizing the assumption and, if applicable, assignment of Assigned Contracts), and (ii) assuming compliance the receipt of all consents, approvals, waivers and authorizations and the making of the notices and filings set forth on Schedule 3.4 of the Seller Disclosure Schedule with the matters referred respect to in any Person which is not a Government Entity or Self-Regulatory Organization (which assumption shall not apply to Section 4.04, contravene, conflict with or result in a violation or breach of any provision of any Applicable Law or Order, (iii) require any consent or approval under, violate5.10 and Article VIII), conflict with, or result in the breach of, or constitute a default under, or 63 result in the termination, cancellation, modification or acceleration of any breach right or obligation of Seller or any loss of any benefit under, constitute a change of control or default its Affiliates under, or result in the termination or cancellation of, or give a loss of any benefit to others any right to receive any payment, right to purchase (including any right of first refusal or right of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite which Seller or any of its Subsidiaries to require Lafite Affiliates is entitled under, any Contract, or result in the creation of any Encumbrance upon any of its Subsidiaries the Transferred Assets or give rise to acquire such security) or cancellation (any Purchase Right, in each case, with or without whether after the filing of notice or the lapse of time or both, or (c) assuming the entry of the [Confirmation]Transaction Order and the receipt of all consents, approvals, waivers and authorizations and the making of notices and filings set forth on Schedule 3.4 of the Seller Disclosure Schedule with respect to Government Entities or Self-Regulatory Organizations or required to be made or obtained by Buyer (which assumption shall not apply to Section 5.10 and Article VIII), violate or result in a breach of or constitute a default under any Specified Lafite Contract or Lafite Lease Agreement Law to which Lafite Seller or any of its Subsidiaries Affiliates is a partysubject, or by under any Governmental Authorization, except for (which they or any of their respective properties or assets may be bound or affected or any Permits affecting, or relating in any way to, the property, assets or business of Lafite or any of its Subsidiaries or (iv) result in the creation or imposition of any Lien (other than Permitted Lafite Liens) on any rights, property or asset of Lafite or any of its Subsidiaries, with such exceptionsexception shall not apply to Section 5.10 and Article VIII), in the case of each cases of clauses (ii), (iiib) and (ivc), as have not hadconflicts, and breaches, terminations, defaults, cancellations, accelerations, losses, violations, Encumbrances or Purchase Rights that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Lafite Material Adverse Effect.

Non-Contravention. The executionExcept as disclosed in Section 3.4(b) of the Seller Disclosure Schedule, the execution and delivery and performance by Lafite Seller of this Agreement do not, and the consummation by Lafite of the Transactions do not and transactions contemplated hereby will not (i) contravenenot, conflict with or result in any violation or breach of any provision of the Organizational Documents of Lafite, (ii) assuming compliance with the matters referred to in Section 4.04, contraveneviolate, conflict with or result in a violation or breach of any provision of any Applicable Law or Order, (iii) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control or default under, or result in the termination or cancellation of, or give to others any right to receive any payment, right to purchase constitute a default (including any right of first refusal or right of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each case, with or without notice or lapse of time or both) under under, or result in the termination of, or accelerate the performance required by, or result in a right of payment, termination, cancellation, modification or acceleration of any Specified Lafite Contract obligation under, or Lafite Lease Agreement to which Lafite result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of PGE or PGH II or any of its Subsidiaries their respective subsidiaries, or, to the knowledge of any of Seller, PGE, PGH II or any subsidiary of PGE or PGH II, any of PGE's or PGH II's joint ventures (any such violation, conflict, breach, default, right of termination, cancellation or acceleration, loss or creation, a "PGE Violation") under, any provisions of (i) the articles of incorporation, bylaws or similar governing documents of Seller, PGE or PGH II or any of their respective subsidiaries or joint ventures, (ii) subject to obtaining the Seller Required Statutory Approvals, any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority applicable to Seller, PGE, PGH II or any of their respective subsidiaries or, to the knowledge of any of Seller, PGE, PGH II or any subsidiary of PGE or PGH II, any of their respective joint ventures or any of their respective properties or assets, or (iii) subject to obtaining the third-party consents or other approvals disclosed in Section 3.4(b) of the Seller Disclosure Schedule (the "PGE 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 Seller, PGE, PGH II or any of their respective subsidiaries or, to the knowledge of any of Seller, PGE, PGH II or any subsidiary of PGE or PGH II, any of their respective joint ventures, is now a party, party or by which they any of them or any of their respective properties or assets may be bound or affected or any Permits affectingaffected, or relating in any way to, excluding from the property, assets or business of Lafite or any of its Subsidiaries or (iv) result in the creation or imposition of any Lien (other than Permitted Lafite Liens) on any rights, property or asset of Lafite or any of its Subsidiaries, with such exceptions, in the case of each of foregoing clauses (ii), ) and (iii) and (iv), such PGE Violations as have not had, and would not reasonably be expected to have, individually or in the aggregate, a Lafite PGE Material Adverse Effect.

Non-Contravention. The execution, delivery and performance by Lafite Stockholder, the Stockholder Parties and the Company of this Agreement Agreement, the Internal Reorganization Documents, the Ancillary Agreements and other Closing Documents to which it is a party, and the consummation by Lafite of the Transactions Transactions, do not not, in the case of this Agreement, have not, in the case of the Internal Reorganization Documents, and will not as of the Closing, in the case of this Agreement, the Internal Reorganization Documents, the Ancillary Agreements and the other Closing Documents to which it is a party, (i) contravene, conflict with or result in any violation or breach of violate any provision of the Organizational Documents Articles of LafiteIncorporation, Bylaws or other organizational documents of any of Stockholder, the Stockholder Parties or the Companies or any shareholders’ agreement to which Stockholder, the Stockholder Parties, the Company or any of the Companies is a party, (ii) assuming compliance with the matters referred to in Section 4.04receipt of all consents, contraveneapprovals, conflict with or result in a violation or breach waivers and authorizations and the making of any provision the notices and filings set forth on Schedule 3.3(b) of any Applicable Law or Orderthe Stockholder Disclosure Schedule, (iii) require any consent or approval under, violateand except as set forth on Schedule 3.4 of the Stockholder Disclosure Schedule, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control or default under, or result in the termination or cancellation breach of, or constitute a default under (or event which with the giving of notice or lapse of time, or both, would constitute a default), give rise to others any the right to receive any paymentof, right to purchase (including any right of first refusal or right of first offer or the like) or any right of result in, termination, vesting, amendmentcancellation, modification, suspension, revocation or acceleration or guaranteeing (whether after the filing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each case, with or without notice or the lapse of time or both) under of any Specified Lafite Contract right or Lafite Lease Agreement obligation of any of Stockholder or the Companies under, or result in a loss of any benefit to which Lafite or any of its Subsidiaries Stockholder or the Companies is a partyentitled under, any Contract, or by which they or any of their respective properties or assets may be bound or affected or any Permits affecting, or relating in any way to, the property, assets or business of Lafite or any of its Subsidiaries or (iv) result in the creation or imposition of any Lien Encumbrance upon any of the Business Assets or the Shares or (iii) assuming the receipt of all consents, approvals, waivers and authorizations and the making of notices and filings set forth on Schedule 3.3(a) of the Stockholder Disclosure Schedule, or required to be made or obtained by Parent, violate or result in a breach of or constitute a default under any Law to which any of Stockholder, the Stockholder Parties or the Companies is subject, or under any Governmental Authorization, other than Permitted Lafite Liens) on any rights, property or asset of Lafite or any of its Subsidiaries, with such exceptions, in the case of each cases of clauses (ii), (iii) and (iviii), as have not hadconflicts, and breaches, modifications, suspensions, revocations, terminations, defaults, cancellations, accelerations, losses, violations or Encumbrances that would not reasonably be expected to havenot, individually or in the aggregate, (x) reasonably be expected to have a Lafite Material Adverse EffectEffect and (y) materially impair or delay the ability of any of Stockholder, the Stockholder Parties or the Company to perform its respective obligations under this Agreement, the Ancillary Agreements or the other Closing Documents to which it is a party.

Non-Contravention. The execution, delivery and performance by Lafite each of Alleghany and Merger Sub of this Agreement do not, and the consummation by Lafite of the Transactions do not and transactions to which it is a party contemplated hereby will not not, (ia) contravene, violate or conflict with or result in any violation or breach of any provision of the Organizational Documents of Lafite, Alleghany or any of its Subsidiaries; (iib) assuming receipt of the Alleghany Requisite Stockholder Vote and compliance with the matters referred to in Section 4.043.4 and Section 4.4 (and assuming the accuracy and completeness of Section 4.4(e)), contravene, violate or conflict with any provision of any applicable Law; (c) violate or conflict with or result in a violation or breach of any provision of any Applicable Law or Order, (iii) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control or default underdefault, or result in the termination or cancellation of, or give to others any right to receive any payment, right to purchase (including any right of first refusal or right of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each casean event that, with or without notice or lapse of time or both) under , would constitute a default under, or cause the termination, cancellation, acceleration or other change of any Specified Lafite Contract right or Lafite Lease Agreement obligation or the loss of any benefit to which Lafite Alleghany or any of its Subsidiaries is a partyentitled, or require consent by which they any Person under, any loan or any of their respective properties or assets may be bound or affected or any Permits affectingcredit agreement, note, mortgage, indenture, lease, Alleghany Benefit Plan, or relating in any way to, the property, assets or business of Lafite or any of its Subsidiaries Alleghany Material Contract; or (ivd) subject to the receipt of the Alleghany Insurance Approvals (and assuming the accuracy and completeness of Section 4.4(e)), result in the creation or imposition of any Lien (other than Permitted Lafite Liens) on any rights, property or asset of Lafite Alleghany or any of its Subsidiaries, with such exceptions, except in the case of each of clauses clause (iib), (iiic) and or (ivd), as have not had, and would not reasonably be expected to havenot, individually or in the aggregate, a Lafite reasonably be expected to have an Alleghany Material Adverse EffectEffect or prevent or materially delay the consummation of the transactions contemplated by this Agreement.

Non-Contravention. The Subject to obtaining the approval of the stockholders of ROI by the Requisite Vote, the execution, delivery and performance by Lafite ROI and its Subsidiaries of this Agreement Agreement, and the consummation by Lafite of the Transactions transactions contemplated hereby and thereby, do not and will not (i) contravene, conflict with or result in any violation or breach of violate any provision of the Organizational Documents Articles of LafiteIncorporation, Certificate of Incorporation, Bylaws or other organizational documents of ROI or any of its Subsidiaries, (ii) assuming compliance with the matters referred to in Section 4.04receipt of all consents, contraveneapprovals, conflict with or result in a violation or breach waivers and authorizations and the making of any provision of any Applicable Law or Order, (iii) require any consent or approval under, violatethe notices and filings set forth on Schedule 3.3(b), conflict with, or result in any the breach of of, or any loss of any benefit under, constitute a change of control or default under, or result in the termination termination, cancellation, modification or cancellation of, or give to others any right to receive any payment, right to purchase acceleration (including any right whether after the filing of first refusal or right of first offer notice or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each case, with or without notice or lapse of time or both) under of any Specified Lafite Contract right or Lafite Lease Agreement obligation of ROI or any of its Subsidiaries under, or result in a loss of any benefit to which Lafite ROI or any of its Subsidiaries is a partyentitled under, any Contract, or by which they or result in the creation of any Encumbrance upon any of their respective properties the Transferred Assets, (iii) assuming the receipt of all consents, approvals, waivers and authorizations and the making of notices and filings set forth on Schedule 3.3(a) or assets may be bound required to made or affected obtained by Buyer, violate or result in a breach of or constitute a default under any Permits affecting, or relating in any way to, the property, assets or business of Lafite Law to which ROI or any of its Subsidiaries is subject, or (iv) result in the creation or imposition of under any Lien (Governmental Authorization, other than Permitted Lafite Liens) on any rights, property or asset of Lafite or any of its Subsidiaries, with such exceptionsthan, in the case of each of clauses clause (iiiii), (iii) conflicts, breaches, terminations, defaults, cancellations, accelerations, losses, violations or Encumbrances that would not have a Material Adverse Effect or materially impair or delay ROI's and its Subsidiaries' ability to perform its obligations hereunder or (iv)) violate, result in a breach of, or otherwise be inconsistent with the terms of, or the facts forming the basis for, any material Product Certification, other than as have not had, and would not reasonably be expected to have, individually or in the aggregate, a Lafite Material Adverse Effectset forth on Schedule 3.4.

Non-Contravention. The execution, execution and delivery and performance by Lafite of this Agreement and the Related Documents by the Company and its Subsidiaries do not, and the consummation by Lafite of the Transactions do not transactions contemplated hereby and thereby will not (i) contravene, conflict with or result in any violation or breach of any provision of the Organizational Documents of Lafite, (ii) assuming compliance with the matters referred to in Section 4.04, contravene, conflict with or result in a violation or breach of any provision of any Applicable Law or Order, (iii) require any consent or approval undernot, violate, conflict with, or result in any a breach of any provision of, or any loss of any benefit under, constitute a change default (with notice or lapse of control or default time) under, or result in the termination or cancellation modification of, or give to others any right to receive any paymentaccelerate the performance required by, right to purchase (including any right of first refusal or right of first offer or the like) or any result in a right of termination, vestingcancellation, amendment, modification, or acceleration of any obligation or guaranteeing of rights or entitlements (including any acceleration payments or rights the loss of a holder benefit under, or result in the creation of a security any Lien upon any of Lafite the properties or assets of the Company or any of its Subsidiaries to require Lafite 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 to acquire such securityany provisions of (i) the articles of incorporation, by-laws or cancellation (in each casesimilar governing documents of the Company, with or without notice or lapse subject to Section 4.4(b)(i) of time or both) under the Company Disclosure Schedule, any Specified Lafite Contract or Lafite Lease Agreement to which Lafite of its Subsidiaries or any of its Joint Ventures, (ii) 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 applicable to the Company, any of its Subsidiaries is a partyor any of its Joint Ventures, or by which they or any of their respective properties or assets may be bound or affected (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 Permits affectingnote, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease, commitment, security agreement, loan agreement, or relating in other instrument, obligation, agreement or other Contract of any way tokind to which the Company, the property, assets or business of Lafite or any of its Subsidiaries or (iv) result in the creation any of its Joint Ventures is a party or imposition by which any of any Lien (other than Permitted Lafite Liens) on any rights, property or asset of Lafite such persons or any of its Subsidiariestheir properties or assets may be bound or affected, with such exceptions, in excluding from the case of each of foregoing clauses (ii), ) and (iii) and (iv), such Violations as have not had, and would not reasonably be expected to have, individually or in the aggregate, a Lafite Company Material Adverse Effect.

Non-Contravention. The execution, execution and delivery and performance by Lafite Mxxxxx Sub of this Agreement and each Ancillary Document to which it is, or is contemplated to be, a party, the consummation by Lafite Mxxxxx Sub of the Transactions do not transactions contemplated hereby and thereby, and compliance by Mxxxxx Sub with any of the provisions hereof and thereof, will not (ia) contraveneconflict with or violate any provision of Merger Sub’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 4.3 hereof, and the waiting periods referred to therein having expired, including waiting periods, approvals, clearances, required antitrust filings or orders required under Antitrust Laws, and any condition precedent to such Consent or waiver having been satisfied, conflict with or result in violate any violation Law, Order or breach Consent applicable to Merger Sub or any of any provision of the Organizational Documents of Lafiteits properties or assets, or (iic) assuming compliance with the matters referred to in Section 4.04, contravene(i) violate, conflict with or result in a violation or breach of any provision of any Applicable Law or Orderof, (iiiii) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control default (or default under, or result in the termination or cancellation of, or give to others any right to receive any payment, right to purchase (including any right of first refusal or right of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each casean event which, with or without notice or lapse of time or both, would constitute a default) under any Specified Lafite Contract under, (iii) result in the termination, withdrawal, suspension, cancellation or Lafite Lease Agreement to which Lafite or any of its Subsidiaries is a partymodification of, or by which they or any of their respective properties or assets may be bound or affected or any Permits affecting, or relating in any way to, the property, assets or business of Lafite or any of its Subsidiaries or (iv) accelerate the performance required by Merger Sub under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation or imposition of any Lien (other than a Permitted Lafite LiensLien) on any rights, property or asset of Lafite or upon any of its Subsidiariesthe properties or assets of Merger Sub under, with such exceptions(viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the case maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of each the terms, conditions or provisions of, any Contract of Merger Sub, except for any deviations from any of the foregoing clauses (iia), (iiib) and or (iv), as have c) that has not had, been and would not reasonably be expected to havebe, individually or in the aggregate, a Lafite Material Adverse Effectmaterial to Merger Sub or prevent Merger Sub to consummate the transactions contemplated by this Agreement.

Non-Contravention. The execution, delivery and performance by Lafite Purchaser or any of this Agreement its Affiliates of the Transaction Agreements to which it is a party, and the consummation by Lafite of the Transactions transactions contemplated hereby and thereby, do not and will not (i) contravene, violate or conflict with or result in any violation or breach of any provision of the Organizational Documents of LafitePurchaser or any of its Affiliates, (ii) assuming compliance with the matters referred to in Section 4.04receipt of all consents, contraveneapprovals, conflict with or result in a violation or breach waivers and authorizations and the making of any provision of any Applicable Law or Order, (iii) require any consent or approval under, violatethe notices and filings set forth on Schedule 4.4(b), conflict with, result in any breach of or any loss of any benefit under, constitute a change of control or default under, or result in the termination or cancellation breach of, or give to others any right to receive any payment, right to purchase constitute a default (including any right of first refusal or right of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each case, with or without notice or notice, lapse of time or both) under, require any consent under, or give others any rights of termination, cancellation, modification or acceleration (with or without notice, lapse of time or both) of any right or obligation of Purchaser or any of its Affiliates under, or result in a loss of any benefit to which Purchaser or any of its Affiliates is entitled under any Specified Lafite Contract or Lafite Lease Agreement to which Lafite Purchaser or any of its Affiliates is a party to, or result in the creation of any Lien upon any of the Assets of Purchaser or any of its Affiliates, (iii) assuming the receipt of all consents, approvals, waivers and authorizations and the making of the notices and filings set forth on Schedule 4.4(b), conflict with, or result in the breach of, or constitute a default (with or without notice, lapse of time or both) under, require any consent under, or give others any rights of termination, cancellation, modification or acceleration (with or without notice, lapse of time or both) of any right or obligation of GSI or any of its Subsidiaries under, or result in a loss of any benefit to which GSI or any of its Subsidiaries is entitled under, any Contract, to which GSI or any of its Subsidiaries is a partyparty to, or result in the creation of any Lien upon any of the Assets of GSI or any of its Subsidiaries, or (iv) assuming the receipt of all consents, approvals, waivers and authorizations and the making of notices and filings under the HSR Act, or required to be made or obtained by Purchaser, conflict with, violate or result in a breach of or constitute a default by Purchaser or any of its Affiliates under any Law or Governmental Order applicable to Purchaser or any of its Affiliates or by which they or any of their respective properties or assets may be Assets is bound or affected or any Permits affectingotherwise affected, or relating in under any way to, the property, assets or business Governmental Authorization of Lafite Purchaser or any of its Subsidiaries or (iv) result in the creation or imposition of any Lien (other than Permitted Lafite Liens) on any rights, property or asset of Lafite or any of its Subsidiaries, with such exceptions, in the case of each of clauses (ii), (iii) and (iv), as have not had, and would not reasonably be expected to have, individually or in the aggregate, a Lafite Material Adverse EffectAffiliates.

Non-Contravention. The execution, delivery and performance by Lafite Seller and its Affiliates of this Agreement and the Ancillary Agreements to which they are a party, and the consummation by Lafite of the Transactions transactions contemplated hereby and thereby (and assuming solely for this purpose that all Contracts Related to the Acquired Business shall constitute Assigned Contracts but, for purposes of Section 6.2(a) only, excluding any Contract that is not an Assigned Contract), do not and will not (ia) contravene, conflict with or result in any violation or breach of violate any provision of the Organizational Documents articles of Lafiteincorporation, bylaws or other organizational documents of Seller or any of its Affiliates, (b) assuming (i) the entry of the Confirmation Order (or the entry of an order pursuant to section 365(f) of the Bankruptcy Code authorizing the assumption and, if applicable, assignment of Assigned Contracts), and (ii) assuming compliance the receipt of all consents, approvals, waivers and authorizations and the making of the notices and filings set forth on Schedule 3.4 of the Seller Disclosure Schedule with the matters referred respect to in any Person which is not a Government Entity or Self-Regulatory Organization (which assumption shall not apply to Section 4.04, contravene, conflict with or result in a violation or breach of any provision of any Applicable Law or Order, (iii) require any consent or approval under, violate5.8 and Article VIII), conflict with, or result in any the breach of of, or any loss of any benefit under, constitute a change of control or default under, or result in the termination termination, cancellation, modification or cancellation of, or give to others acceleration of any right to receive any payment, right to purchase (including any right or obligation of first refusal or right of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite Seller or any of its Subsidiaries Affiliates under, or result in a loss of any benefit to require Lafite which Seller or any of its Subsidiaries Affiliates is entitled under, any Contract, or result in the creation of any Encumbrance upon any of the Transferred Assets or give rise to acquire such security) or cancellation (any Purchase Right, in each case, with or without whether after the filing of notice or the lapse of time or both, or (c) assuming the entry of the Confirmation Order and the receipt of all consents, approvals, waivers and authorizations and the making of notices and filings set forth on Schedule 3.4 of the Seller Disclosure Schedule with respect to Government Entities or Self-Regulatory Organizations or required to be made or obtained by Buyer (which assumption shall not apply to Section 5.8 and Article VIII), violate or result in a breach of or constitute a default under any Specified Lafite Contract or Lafite Lease Agreement Law to which Lafite Seller or any of its Subsidiaries Affiliates is a partysubject, or by under any Governmental Authorization, except for (which they or any of their respective properties or assets may be bound or affected or any Permits affecting, or relating in any way to, the property, assets or business of Lafite or any of its Subsidiaries or (iv) result in the creation or imposition of any Lien (other than Permitted Lafite Liens) on any rights, property or asset of Lafite or any of its Subsidiaries, with such exceptionsexception shall not apply to Section 5.8 and Article VIII), in the case of each cases of clauses (ii), (iiib) and (ivc), as have not hadconflicts, and breaches, terminations, defaults, cancellations, accelerations, losses, violations, Encumbrances or Purchase Rights that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Lafite Material Adverse Effect.

Non-Contravention. The executionExcept as set forth in Section 3.6 ----------------- of the Company Disclosure Letter, the execution and delivery and performance by Lafite of this Agreement does not, and the consummation by Lafite of the Transactions do not transactions contemplated hereby and compliance with the provisions hereof will not (i) contravenenot, conflict with with, or result in any violation or breach of any provision of the Organizational Documents of Lafite, (ii) assuming compliance with the matters referred to in Section 4.04, contravene, conflict with or result in a violation or breach of any provision of any Applicable Law or Order, (iii) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control or default under, or result in the termination or cancellation of, or give to others any right to receive any payment, right to purchase default (including any right of first refusal or right of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each case, with or without notice or lapse of time time, or both) under under, or give rise to a right of termination, cancellation or acceleration of any Specified Lafite Contract obligation, or Lafite Lease Agreement to which Lafite result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries is a partyunder, any provision of (i) the Restated Articles of Incorporation or by which they Bylaws of the Company or any provision of the comparable charter or organization documents of any of its Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company or any of its Subsidiaries or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or affected or any Permits affectingassets, or relating in any way to, the property, assets or business of Lafite or any of its Subsidiaries or (iv) result in the creation or imposition of any Lien (other than Permitted Lafite Liens) on any rights, property or asset of Lafite or any of its Subsidiaries, with such exceptionsthan, in the case of each of clauses clause (ii) or (iii), (iii) and (iv)any such conflicts, as have not hadviolations, and would not reasonably be expected to havedefaults, rights, or Liens that, individually or in the aggregate, would not reasonably be expected to have a Lafite Material Adverse EffectEffect on the Company, or prevent or materially delay the consummation of any of the transactions contemplated hereby. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required to be obtained or made by the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except for (i) in connection or in compliance with the provisions of the Exchange Act, (ii) the filing of the Articles of Merger with the Corporation Commission and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (iii) such filings and approvals as may be required under the HSR Act and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the corporation, takeover or blue sky laws of various states or the Nasdaq National Market.

Non-Contravention. The execution, execution and delivery and performance by Lafite of this Agreement by DRI do not and the consummation by Lafite of the Transactions do not and transactions contemplated hereby will not (i) contravenenot, conflict with or result in any violation or breach of any provision of the Organizational Documents of Lafite, (ii) assuming compliance with the matters referred to in Section 4.04, contraveneviolate, conflict with or result in a violation or breach of any provision of any Applicable Law or Order, (iii) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control or default under, or result in the termination or cancellation of, or give to others any right to receive any payment, right to purchase constitute a default (including any right of first refusal or right of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each case, with or without notice or lapse of time or both) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination, cancellation or acceleration of any material obligation under or the loss of a material benefit under, or result in the creation of any Specified Lafite Contract Lien upon any of the properties or Lafite Lease Agreement assets (any such violation, conflict, breach, default, right of termination, cancellation or acceleration, loss or creation being hereinafter referred to which Lafite as a "Violation") by DRI or any of its Significant Subsidiaries under any provisions of (i) the articles of incorporation, bylaws or similar governing documents of DRI or any of its Significant Subsidiaries, (ii) subject to obtaining the DRI Required Statutory Approvals and the receipt of the DRI Shareholders' Approval, any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court, governmental or regulatory body (including a stock exchange or other self-regulatory body) or authority, domestic or foreign (each, a "Governmental Authority") applicable to DRI or any of its Significant Subsidiaries or any of their respective properties or assets, or (iii) subject to obtaining the third-party consents or other approvals set forth in Section 4.4(b) of the DRI Disclosure Schedule (the "DRI 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 DRI or any of its Significant Subsidiaries is now a party, party or by which they any of them or any of their respective properties or assets may be bound or affected or any Permits affectingaffected, or relating in any way to, excluding from the property, assets or business of Lafite or any of its Subsidiaries or (iv) result in the creation or imposition of any Lien (other than Permitted Lafite Liens) on any rights, property or asset of Lafite or any of its Subsidiaries, with such exceptions, in the case of each of foregoing clauses (ii), ) and (iii) and (iv), such Violations as have not had, and would not reasonably be expected to have, individually or in the aggregate, a Lafite DRI Material Adverse Effect.

Non-Contravention. The execution, execution and delivery and performance by Lafite of this Agreement the Transaction Documents and the consummation by Lafite of the Transactions do not transactions contemplated hereby and thereby will not (iA) contravene, conflict with or result in constitute a violation of, or default (with the passage of time or otherwise) under, (i) any violation contract, agreement or breach of other instrument filed or incorporated by reference as an exhibit to any provision of the Organizational Exchange Act Documents (any such contract, agreement or instrument, an “Exchange Act Exhibit”) except for the Note Purchase Agreement by and among the Company, ComVest Venture Partners, L.P. and the Additional Note Purchasers dated as of LafiteMarch 1, 2002, as amended (the “ComVest Notes”), (ii) assuming compliance with the matters referred to in Section 4.04charter, contraveneby-laws or other organizational documents of the Company or any Subsidiary, conflict with or result in a violation or breach of any provision of any Applicable Law or Order, (iii) require any consent law, administrative regulation, ordinance or approval underorder of any court or governmental agency, violate, conflict with, result in any breach of arbitration panel or authority applicable to the Company or any loss of any benefit underSubsidiary or their respective properties, constitute a change of control or default under, or result except in the termination case of clauses (i) and (iii) for any such conflicts, violations or cancellation of, or give defaults which are not reasonably likely to others any right to receive any payment, right to purchase (including any right of first refusal or right of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of have a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each case, with or without notice or lapse of time or both) under any Specified Lafite Contract or Lafite Lease Agreement to which Lafite or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or any Permits affecting, or relating in any way to, the property, assets or business of Lafite or any of its Subsidiaries Material Adverse Effect or (ivB) result in the creation or imposition of any Lien lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any Subsidiary (except as contemplated hereby) or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any Exchange Act Exhibit, except that the transactions contemplated by the Transaction Documents may result in an event of default under the ComVest Notes. Except for (i) the filing of a Form 8-K in connection with the transactions contemplated by the Transaction Documents and (ii) the Registration Statement, Form D and any related state “Blue Sky” filings required to be filed with respect to the Securities pursuant to Section 6 hereof, no consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, or other governmental body in the United States or any other person is required for the execution and delivery of the Transaction Documents, and the valid issuance and sale of the Securities to be sold pursuant to this Agreement, and the valid issuance of the Conversion Shares in accordance with the Notes, other than Permitted Lafite Liens) on any rights, property or asset of Lafite or any of its Subsidiaries, with such exceptions, in the case of each of clauses (ii), (iii) and (iv), as have not hadbeen made or obtained, and would not reasonably except for any post-closing securities filings or notifications required to be expected to have, individually made under federal or in the aggregate, a Lafite Material Adverse Effectstate securities laws.

Non-Contravention. The execution, delivery and performance by Lafite each of the Buyer Parties of this Agreement and each of the Ancillary Agreements to which it is a party, and the consummation by Lafite the Buyer Parties of the Transactions transactions contemplated hereunder and thereunder, do not and will not not, with or without the giving of notice, the lapse of time or both, (i) contravene, conflict with or result in any violation or breach of violate any provision of the Organizational Documents of Lafiteany of Buyer Ultimate Parent or any of its Controlled Affiliates, (ii) assuming compliance with the matters receipt of all consents, approvals, waivers and authorizations and the making of the notices and filings (A) referred to in Section 4.04, contravene, conflict with or result in a violation or breach of any provision of any Applicable Law or Order, (iii) require any consent or approval under, violate5.4, conflict with, or result in any the breach of of, or any loss of any benefit under, constitute a change of control or default under, or result in the termination or cancellation oftermination, or give to others any right to receive any payment, right to purchase (including any right of first refusal or right of first offer or the like) or any right of terminationEncumbrance, vesting, amendmentcancellation, modification or acceleration of any right or obligation of any of Buyer Ultimate Parent or any of its Controlled Affiliates under, or result in a loss of any benefit to which any of Buyer Ultimate Parent or any of its Controlled Affiliates is entitled under, any Contract, Buyer Benefit and Compensation Arrangement or other agreement or instrument binding upon any of Buyer Ultimate Parent or any of its Controlled Affiliates or to which any of their property is subject, or result in any penalty or other payment by any of them, or (iii) assuming the receipt of all consents, approvals, waivers and authorizations and the making of notices and filings (A) referred to in Section 5.4 or (B) required to be received or made by any of the Transferred Entities or the Seller Parties, violate or result in a breach of or constitute a default under any Law to which any of Buyer Ultimate Parent or any of its Controlled Affiliates is subject or under any Permit of any of Buyer Ultimate Parent or any of its Controlled Affiliates, other than, in the case of clauses (ii) and (iii), any conflict, breach, default, termination, Encumbrance, vesting, cancellation, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each case, with or without notice or lapse of time or both) under any Specified Lafite Contract or Lafite Lease Agreement to which Lafite or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or any Permits affecting, or relating in any way to, the property, assets or business of Lafite or any of its Subsidiaries or (iv) result in the creation or imposition of any Lien (other than Permitted Lafite Liens) on any rights, property or asset of Lafite or any of its Subsidiaries, with such exceptions, in the case of each of clauses (ii), (iii) and (iv), as have not had, and loss that would not reasonably be expected to havenot, individually or in the aggregate, have a Lafite Buyer Material Adverse Effect.

Non-Contravention. The execution, delivery and performance by Lafite Buyer of this Agreement and the consummation execution, delivery and performance by Lafite each of Buyer and Parent of each of the Transactions Ancillary Agreements to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not (ia) contravene, conflict with or result in any violation or breach of violate any provision of the Organizational Documents certificate of Lafiteincorporation, bylaws or other organizational documents of Buyer, Parent or any of Parent’s Affiliates, (iib) assuming compliance the receipt of all consents, approvals, waivers and authorizations and the making of notices and filings set forth on Schedule 4.6 of the Buyer Disclosure Schedule with the matters referred respect to in Section 4.04, contravene, conflict with any 82 Person which is not a Government Entity or result in a violation or breach of any provision of any Applicable Law or Order, (iii) require any consent or approval under, violateSelf-Regulatory Organization, conflict with, or result in any the breach of of, or any loss of any benefit under, constitute a change of control or default under, or result in the termination termination, cancellation, modification or cancellation of, or give to others any right to receive any payment, right to purchase acceleration (including any right whether after the filing of first refusal or right of first offer notice or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each case, with or without notice or lapse of time or both) under of any Specified Lafite Contract right or Lafite Lease Agreement to which Lafite obligation of Buyer, Parent or any of its Subsidiaries is a partyParent’s Affiliates, under, or by result in a loss of any benefit to which they Buyer, Parent or any of their respective properties or assets may be bound or affected or Parent’s Affiliates is entitled under, any Permits affecting, or relating in any way to, the property, assets or business of Lafite or Contract to which any of its Subsidiaries them is a party or (iv) result in the creation or imposition of any Lien Encumbrance upon any of their Assets or give rise to any Purchase Right or (other than Permitted Lafite Liensc) assuming the receipt of all consents, approvals, waivers and authorizations and the making of notices and filings set forth on Schedule 4.6 of the Buyer Disclosure Schedule with respect to Government Entities or Self-Regulatory Organizations or required to be made or obtained by Seller, violate or result in a breach of or constitute a default under any rightsLaw to which Buyer, property or asset of Lafite Parent or any of its SubsidiariesParent’s Affiliates is subject, with such exceptionsor under any Parent Governmental Authorization, other than, in the case of each of clauses (ii), (iiib) and (ivc), as have not hadconflicts, and breaches, terminations, defaults, cancellations, accelerations, losses, violations or Encumbrances that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Lafite Parent Material Adverse Effect.

Non-Contravention. The Except as disclosed in Section 4.5 of FMFK Disclosure Schedule, the execution, delivery and performance by Lafite FMFK and MERGER SUB of this Agreement and its obligations hereunder and the consummation by Lafite FMFK of the Transactions transactions contemplated hereby do not and will not (ia) contraveneviolate, contravene or conflict with the certificate of incorporation or bylaws of FMFK or MERGER SUB, (b) violate, contravene or conflict with or result in any violation or breach of any provision of the Organizational Documents of Lafite, (ii) assuming compliance with the matters referred to in Section 4.04, contravene, conflict with or result in constitute a violation or breach of any provision of any Applicable Law law, regulation, judgment, injunction, order or Orderdecree binding upon or applicable to FMFK or any of its Subsidiaries, including MERGER SUB, (iiic) require constitute a default under or give rise to a right of termination, cancellation or acceleration of any consent right or approval under, violate, conflict with, result in any breach obligation of FMFK or any of its Subsidiaries, including MERGER SUB, or to a loss of any benefit under, constitute a change of control or default under, or result in the termination or cancellation of, or give to others any right to receive any payment, right to purchase (including any right of first refusal or right of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each case, with or without notice or lapse of time or both) under any Specified Lafite Contract or Lafite Lease Agreement to which Lafite FMFK or any of its Subsidiaries is a partyentitled under any provision of any agreement, contract or by which they or any of their respective properties or assets may be bound or affected or any Permits affecting, or relating in any way to, the property, assets or business of Lafite other instrument binding upon FMFK or any of its Subsidiaries (the "FMFK Agreements") or any license, franchise, lease, permit or other similar authorization held by FMFK or any of its Subsidiaries, or (ivd) result in the creation or imposition of any Lien (other than Permitted Lafite Liens) on any rights, property or asset of Lafite FMFK or any of its Subsidiaries. For purposes of this Agreement, with "Lien" means any mortgage, lien, pledge, hypothecate, charge, security interest or encumbrance of any kind in respect of such exceptionsasset other than any such mortgage, lien, pledge, charge, security interest or encumbrance (i) for Taxes (as defined in Section 4.13 hereof) not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on FMFK Balance Sheet (as such term is defined in Section 4.9 hereof), as the case may be); (ii) which is a carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like lien arising in the case ordinary course of each of clauses (ii), business; (iii) and statutory or common law liens to secure obligations to landlords, lessors or renters under leases or rental agreements confined to the premises rented or (iv)) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, or other social security programs mandated under laws applicable to FMFK. Except as have not haddisclosed in Section 4.5 of FMFK Disclosure Schedule, and neither FMFK nor any Subsidiary of FMFK is a party to any agreement that expressly limits the ability of FMFK or any Subsidiary of FMFK, or would not reasonably be expected limit OLYMPIC or any Subsidiary of OLYMPIC after the Effective Time, to have, individually compete in or conduct any line of business or compete with any Person or in the aggregate, a Lafite Material Adverse Effectany geographic area or during any period of time.

Non-Contravention. The execution, delivery and performance by Lafite AstraZeneca of this Agreement and each Ancillary Agreement to which it is a party and the consummation execution, delivery and performance by Lafite each Affiliate of the Transactions AstraZeneca of each Ancillary Agreement to which such Affiliate is a party do not and will not (ia) contraveneviolate the certificate of incorporation or bylaws or comparable organizational documents of AstraZeneca or such Affiliate, conflict with or result in any violation or breach of any provision of the Organizational Documents of Lafiteas applicable, (iib) assuming compliance with violate any Law applicable to AstraZeneca or such Affiliate, as applicable, the matters Product Business, the Purchased Assets, the APA Licensed Intellectual Property or the Licensed Regulatory Documentation or (c) subject to obtaining the consents referred to in Section 4.04, contravene, conflict with or result in a violation or breach of any provision of any Applicable Law or Order3.1.5(d), (iiii) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control or default under, under or result in the termination of any Contract to which AstraZeneca or cancellation ofsuch Affiliate is a party or to which the Purchased Assets, the APA Licensed Intellectual Property or give to others any right to receive any paymentthe Licensed Regulatory Documentation is subject, right to purchase (including any no shop or exclusivity agreement or any option, right of first refusal or refusal, right of first offer or the like) or any offer, right of terminationfirst negotiation or similar right, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each case, with or without notice or lapse of time or both) under any Specified Lafite Contract or Lafite Lease Agreement to which Lafite or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or any Permits affecting, or relating in any way to, the property, assets or business of Lafite or any of its Subsidiaries or (ivii) result in the creation of any Encumbrance upon any Purchased Asset other than Permitted Encumbrances or the imposition of any Lien other contractual restrictions on the use of the Purchased Assets or the conduct of the Product Business or (other than Permitted Lafite Liensiii) on terminate, amend or modify or give any rightsPerson the right to terminate, property accelerate, amend or asset modify, abandon or refuse to perform any Purchased Contract (except to the extent that the assignment of Lafite a Purchased Contract to Horizon itself constitutes an amendment or modification), or (iv) violate any order or judgment of a Governmental Authority to which AstraZeneca or any of its SubsidiariesAffiliates is subject relating to the Product Business, with such exceptionsthe Purchased Assets, the APA Licensed Intellectual Property or the Licensed Regulatory Documentation, except, in the case of each of the foregoing clauses (ii), (iiib) and (ivc), as have not hadfor such violations, and breaches, defaults, terminations, amendments, modifications, losses of rights, abandonments or refusals to perform that would not reasonably be expected to havematerially affect the Product Business, individually or in the aggregate, taken as a Lafite Material Adverse Effectwhole.

Non-Contravention. The execution, delivery and performance by Lafite the Company of this Agreement and the consummation by Lafite the Company of the Transactions Offers and the Merger and the other transactions contemplated hereby do not and will not (i) contravenecontravene or conflict with, conflict with or result in any violation or breach of any provision of, the organizational or governing documents of (A) the Organizational Documents Company, (B) any of Lafiteits Subsidiaries, or (C) any of its Affiliated PCs; (ii) assuming compliance with the matters referred to referenced in Section 4.043.4 and the receipt of the Requisite Stockholder Vote, contraveneif applicable, contravene or conflict with or result in constitute a violation or breach of any provision of any Applicable Law binding upon or Order, (iii) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control or default under, or result in applicable to the termination or cancellation of, or give to others any right to receive any payment, right to purchase (including any right of first refusal or right of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite Company or any of its Subsidiaries to require Lafite or Affiliated PCs or any of its Subsidiaries their respective properties or assets; or (iii) except as set forth in Section 3.5 of the Company Disclosure Letter, require the consent, approval or authorization of, or notice to acquire such security) or cancellation filing with any third party with respect to, or result in any breach or violation of, or constitute a default (in each case, or an event which with or without notice or lapse of time or bothboth would become a default) under or result in the loss of benefit under, or give rise to any Specified Lafite Contract right of termination, cancellation, amendment or Lafite Lease Agreement to which Lafite acceleration of, any right or obligation of the Company or any of its Subsidiaries or Affiliated PCs, or result in the creation of any Lien on any of the properties or assets of the Company or any of its Subsidiaries or Affiliated PCs under any loan or credit agreement, note, bond, mortgage, indenture, contract, agreement, Company Lease, license, permit or other instrument or obligation (each, a “Contract”) to which the Company or any of its Subsidiaries or Affiliated PCs is a party, party or by which they the Company or any of its Subsidiaries or Affiliated PCs or its or any of their respective properties or assets may be bound or affected or any Permits affectingare bound, or relating in any way to, the property, assets or business of Lafite or any of its Subsidiaries or (iv) result in the creation or imposition of any Lien (other than Permitted Lafite Liens) on any rights, property or asset of Lafite or any of its Subsidiaries, with such exceptions, except in the case of each of clauses (iii)(B), (iiii)(C), (ii) and (iv)iii) above, as have not had, and which would not reasonably be expected to have, (A) individually or in the aggregate, reasonably be expected to have a Lafite Company Material Adverse EffectEffect or (B) reasonably be expected to prevent or materially delay the consummation of the Offers and the Merger. For the purposes of this Agreement, “Liens” 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, execution and delivery and performance by Lafite of this Agreement by Parent and Sub do not, and the consummation by Lafite of the Transactions do not Offer, the Merger and the other transactions contemplated by this Agreement, including any financing obtained in connection with the transactions contemplated by this Agreement, and compliance with the provisions of this Agreement will not (i) contravenenot, conflict with with, or result in any violation or breach of any provision of the Organizational Documents of Lafite, (ii) assuming compliance with the matters referred to in Section 4.04, contravene, conflict with or result in a violation or breach of any provision of any Applicable Law or Order, (iii) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control or default under, or result in the termination or cancellation of, or give to others any right to receive any payment, right to purchase default (including any right of first refusal or right of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each case, with or without notice or lapse of time time, or both) under under, or give rise to a right of termination, cancellation or acceleration of any Specified Lafite obligation or to the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of Parent or Sub under, any provision of (a) the articles of continuance, as amended, or bylaws of Parent or the articles of incorporation or bylaws of Sub or (b) subject to the filings and other matters referred to in the immediately following sentence, (i) any Contract or Lafite Lease Agreement to which Lafite Parent or Sub or any of its their respective Subsidiaries is a party, party or by which they any of their respective properties or assets are bound or (ii) any Law or Judgment, in each case applicable to Parent or Sub or any of their respective Subsidiaries or any of their respective properties or assets may be bound or affected or any Permits affectingassets, or relating in any way to, the property, assets or business of Lafite or any of its Subsidiaries or (iv) result in the creation or imposition of any Lien (other than Permitted Lafite Liens) on any rights, property or asset of Lafite or any of its Subsidiaries, with such exceptionsthan, in the case of each of clauses clause (ii)b) above, (iii) and (iv)any such conflicts, as have not hadviolations, and breaches, defaults, rights, losses or Liens that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Lafite Parent Material Adverse Effect. No consent, approval, order, waiver or authorization of, action or nonaction by, registration, declaration or filing with, or notice to, any Governmental Authority is required to be obtained or made by or with respect to Parent or Sub or any of their respective Subsidiaries in connection with the execution and delivery of this Agreement by Parent and Sub or the consummation by Parent and Sub of the Offer, the Merger or the other transactions contemplated by this Agreement, including any financing obtained in connection with the transactions contemplated by this Agreement, except for (A) the filing of a premerger notification and report form by Parent and Sub 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 each Non-U.S. Merger Control Law, (B) the filing with the SEC of the Offer Documents, the Schedule 14D-9, the Proxy/Information Statement (if required by applicable Law), and such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (C) the filing of the Articles of Merger with the Secretary of State of the State of Minnesota, (D) any filings as may be required under Chapter 80B of the Minnesota Statutes, (E) any filings or notices required under applicable Canadian securities Laws, (F) filings or notices required under the rules and regulations of the Toronto Stock Exchange or the New York Stock Exchange and (G) such other consents, approvals, orders, waivers, authorizations, actions, nonactions, registrations, declarations, filings and notices the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.

Non-Contravention. The executionExcept as set forth in Section 4.4(b) of the KCPL Disclosure Schedule, the execution and delivery and performance by Lafite of this Agreement by KCPL does not, and the consummation by Lafite of the Transactions do not and transactions contemplated hereby will not (i) contravenenot, conflict with or result in any violation or breach of any provision of the Organizational Documents of Lafiterespect, (ii) assuming compliance with the matters referred to in Section 4.04, contraveneviolate, conflict with or result in a violation or material breach of any provision of any Applicable Law or Order, (iii) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control or default under, or result in the termination or cancellation of, or give to others any right to receive any payment, right to purchase constitute a material default (including any right of first refusal or right of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each case, with or without notice or lapse of time or both) under 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 Specified Lafite Contract obligation or Lafite Lease Agreement to which Lafite 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 of KCPL or any of its the KCPL Subsidiaries (any such violation, conflict, breach, default, right of termination, modification, cancellation or acceleration, loss or creation, is referred to herein as a party"Violation" with respect to KCPL and such term when used in Article V having a correlative meaning with respect to Western Resources) pursuant to any provisions of (i) the Restated Articles of Consolidation, by-laws or by which they similar governing documents of KCPL or any of the KCPL Subsidiaries, (ii) subject to obtaining the KCPL Required Statutory Approvals and the receipt of the KCPL Shareholders' Approval, any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority (as defined in Section 4.4(c)) applicable to KCPL or any of the KCPL Subsidiaries or any of their respective properties or assets or (iii) subject to obtaining the third-party consents set forth in Section 4.4(b) of the KCPL Disclosure Schedule (the "KCPL 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 KCPL or any of the KCPL Subsidiaries is a party or by which it or any of its properties or assets may be bound or affected or any Permits affectingaffected, or relating in any way to, the property, assets or business of Lafite or any of its Subsidiaries or (iv) result in the creation or imposition of any Lien (other than Permitted Lafite Liens) on any rights, property or asset of Lafite or any of its Subsidiaries, with such exceptions, except in the case of each of clauses clause (ii), ) or (iii) and (iv), as have not had, and for any such Violation which would not reasonably be expected to have, individually or in the aggregate, have a Lafite KCPL Material Adverse EffectEffect (as defined in Section 4.6).

Non-Contravention. The executionExcept as otherwise described in Schedule 3.4, the execution and delivery by the Purchaser and performance by Lafite Merger Sub of this Agreement and each Ancillary Document to which each is a party, the consummation by Lafite the Purchaser and Merger Sub of the Transactions do not transactions contemplated hereby and thereby, and compliance by the Purchaser and Merger Sub with any of the provisions hereof and thereof, will not (ia) contraveneconflict with or violate any provision of the Purchaser’s and Merger Sub’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 3.3 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or result in violate any violation Law, Order or breach Consent applicable to the Purchaser, Merger Sub or any of any provision of the Organizational Documents of Lafitetheir respective properties or assets, or (iic) assuming compliance with the matters referred to in Section 4.04, contravene(i) violate, conflict with or result in a violation or breach of any provision of any Applicable Law or Orderof, (iiiii) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control default (or default under, or result in the termination or cancellation of, or give to others any right to receive any payment, right to purchase (including any right of first refusal or right of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each casean event which, with or without notice or lapse of time or both, would constitute a default) under any Specified Lafite Contract under, (iii) result in the termination, withdrawal, suspension, cancellation or Lafite Lease Agreement to which Lafite or any of its Subsidiaries is a partymodification of, or by which they or any of their respective properties or assets may be bound or affected or any Permits affecting, or relating in any way to, the property, assets or business of Lafite or any of its Subsidiaries or (iv) accelerate the performance required by the Purchaser or Merger Sub under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation or imposition of any Lien (other than Permitted Lafite Liens) on any rights, property or asset of Lafite or upon any of its Subsidiariesthe properties or assets of the Purchaser or Merger Sub under, with such exceptions(viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the case maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of each the terms, conditions or provisions of, any Purchaser Material Contract, except for any deviations from any of the foregoing clauses (iia), (iiib) and or (iv), as have not had, and c) that would not reasonably be expected to have, individually or in the aggregate, have a Lafite Material Adverse EffectEffect on the Purchaser.

Non-Contravention. The executionExcept as set forth in Section 3.3 of the Purchaser Disclosure Schedule, the execution and delivery and performance by Lafite of this Agreement and each of the Ancillary Agreements by Purchaser does not, and the consummation by Lafite of the Transactions do not transactions contemplated hereby and thereby (including the Financing) will not not: (i) contravene, conflict with or result in any violation or breach of any provision of the Organizational Documents of LafitePurchaser, (ii) assuming compliance with the matters referred to in Section 4.04, contravene, conflict with or result in a violation or breach of any provision of any Applicable Law or Order, (iii) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit underof, constitute a change of control or default under, or result in the termination or cancellation of, or give to others any right to receive any payment, right to purchase (including any right of first refusal or right of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each case, with or without due notice or lapse of time or both) under a default under, give rise to a right of termination, cancellation or acceleration of any Specified Lafite obligation or the loss of any benefit under, or require any consent under, any Contract or Lafite Lease Agreement of any kind to which Lafite Purchaser is a party or by which it or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets Assets may be bound or affected or any Permits affectingaffected, or relating (iii) except as set forth in any way toSection 3.3 of the Purchaser Disclosure Schedule and pursuant to the Financing, the property, assets or business of Lafite or any of its Subsidiaries or (iv) result in the creation or imposition of any Lien upon any of the properties or assets of Purchaser, or (other than Permitted Lafite Liensiv) on subject to approval by Purchaser’s stockholders of the issuance of Purchaser Common Stock pursuant to this Agreement and the Governmental Approvals referred to in Section 3.5, violate any rights, property or asset of Lafite Laws applicable to Purchaser or any of its Subsidiariesproperties or assets, with such exceptionsexcept, in the case each case, excluding clause (i) of each of clauses (ii), (iii) and (iv)this Section 3.3, as have not had, and would not reasonably be expected to havehave a material adverse effect on the business, individually financial condition, financial position, or results of operations of Purchaser and its Subsidiaries, taken as a whole, excluding any effects resulting from (x) events or circumstances adversely affecting any principal markets served by the Purchaser and its Subsidiaries or the industry in which the aggregatePurchaser operates, except any changes that affect the business of Purchaser materially disproportionately to its competitors, (y) general economic conditions or (z) changes or effects arising out of the execution, delivery, announcement or performance of this Agreement or the consummation of any transaction contemplated hereby (a Lafite “Purchaser Material Adverse Effect”).

Non-Contravention. The executionexecution and delivery by each of Pubco, delivery Merger Sub I and performance by Lafite Merger Sub II of this Agreement and each Ancillary Document to which it is a party, the consummation by Lafite each of Pubco, Merger Sub I and Merger Sub II of the Transactions do not Transactions, and compliance by each of Pubco, Merger Sub I and Merger Sub II with any of the provisions hereof and thereof, will not (ia) contravenesubject to the filing of the Amended SPAC Charter, conflict with or result in any violation or breach of violate any provision of the Organizational Documents of Lafiteeach of Pubco, Merger Sub I and Merger Sub II; (iib) assuming compliance with subject to obtaining the matters Consents from Governmental Authorities referred to in Section 4.046.3, contraveneand the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to each of Pubco, Merger Sub I and Merger Sub II or any of Pubco’s, Merger Sub I’s and Merger Sub II’s properties or assets; or (c) (i) violate, conflict with or result in a violation or breach of any provision of any Applicable Law or Orderof, (iiiii) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control default (or default under, or result in the termination or cancellation of, or give to others any right to receive any payment, right to purchase (including any right of first refusal or right of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each casean event which, with or without notice or lapse of time or both, would constitute a default) under any Specified Lafite Contract under, (iii) result in the termination, withdrawal, suspension, cancellation or Lafite Lease Agreement to which Lafite or any of its Subsidiaries is a partymodification of, or by which they or any of their respective properties or assets may be bound or affected or any Permits affecting, or relating in any way to, the property, assets or business of Lafite or any of its Subsidiaries or (iv) accelerate the performance required by each of Pubco, Merger Sub I and Merger Sub II under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation or imposition of any Lien (other than a Permitted Lafite LiensLien) on any rights, property or asset of Lafite or upon any of its Subsidiaries, with such exceptions, in the case properties or assets of each of Pubco, Merger Sub I and Merger Sub II under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person, or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any material Contract of each of Pubco, Merger Sub I and Merger Sub II, except for any deviations from any of the foregoing clauses (ii), b) or (iiic) and (iv), as have not had, and that would not reasonably be expected to havehave a material adverse effect on each of Pubco, individually or in the aggregate, a Lafite Material Adverse EffectMerger Sub I and Merger Sub II (as applicable).

Non-Contravention. The execution, execution and delivery and performance by Lafite such Seller of this Agreement and each Ancillary Document to which it is a party or otherwise bound and the consummation by Lafite such Seller of the Transactions do not transactions contemplated hereby and thereby, and compliance by such Seller with any of the provisions hereof and thereof, will not not, (ia) contraveneif such Seller is an entity, conflict with or result in any violation or breach of violate any provision of the such Seller’s Organizational Documents of LafiteDocuments, (iib) assuming compliance conflict with the matters referred or violate any Law, Order or Consent applicable to in Section 4.04, contravenesuch Seller or any of its properties or assets or (c) (i) violate, conflict with or result in a violation or breach of any provision of any Applicable Law or Orderof, (iiiii) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control default (or default under, or result in the termination or cancellation of, or give to others any right to receive any payment, right to purchase (including any right of first refusal or right of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each casean event which, with or without notice or lapse of time or both, would constitute a default) under any Specified Lafite Contract under, (iii) result in the termination, withdrawal, suspension, cancellation or Lafite Lease Agreement to which Lafite or any of its Subsidiaries is a partymodification of, or by which they or any of their respective properties or assets may be bound or affected or any Permits affecting, or relating in any way to, the property, assets or business of Lafite or any of its Subsidiaries or (iv) accelerate the performance required by such Seller under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation or imposition of any Lien (other than Permitted Lafite Liens) on any rights, property or asset of Lafite or upon any of the properties or assets of such Seller under, (viii) give rise to any obligation to obtain any third party consent or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any Contract to which such Seller is a party or such Seller or its Subsidiariesproperties or assets are otherwise bound, with such exceptions, in except for any deviations from any of the case of each of foregoing clauses (iia), (iiib) and or (iv), as have c) that has not had, had and would not reasonably be expected to havematerially impair or delay the ability of such Seller to consummate the Transactions. If such Seller is an entity, individually the governing or in managing body or persons of such Seller has authorized the aggregate, a Lafite Material Adverse Effectexecution and delivery of this Agreement by such Seller and has approved this Agreement and the Transactions.

Non-Contravention. The Subject to Section 2.3, the execution, delivery and performance by Lafite the Company of this Agreement and the consummation by Lafite the Company of the Transactions transactions contemplated hereby do not and will not (ia) contravene, conflict with with, or result in any violation or breach of any provision of the Organizational Documents Certificate of LafiteIncorporation or Bylaws of the Company or the certificate of incorporation, by-laws or similar organizational documents of any subsidiary of the Company, (iib) assuming compliance with the matters referred to in Section 4.04, contravene, conflict with or result in a violation or breach of any provision of any Applicable Law or Order, (iii) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control or default under, or result in the termination any violation or cancellation breach of, or give to others any right to receive any payment, right to purchase constitute (including any right of first refusal or right of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each case, with or without notice or lapse of time time, or both) a default under, or give rise to a right of termination, recapture, cancellation or acceleration of any obligation or loss of a material benefit, require a consent or waiver under or require the payment of a penalty under any Specified Lafite Contract loan, guarantee of indebtedness or Lafite credit agreement, note, bond, mortgage, indenture, Material Lease Agreement to which Lafite (as defined in Section 2.14), agreement, contract, instrument, permit, concession, franchise, contractual right or license agreement binding upon the Company or any of its Subsidiaries is a partysubsidiaries, or by which they result in the creation of any mortgage, deeds of trust, lien (statutory or other), pledge, security interest, claim, covenant, condition, declaration, restriction, option, rights of first offer or refusal, charge, easement, rights-of-way, encroachment, third party right or other encumbrance or title defect of any kind or nature (each, a “Lien,” and each document, agreement or instrument forming the basis of, creating or imposing any Lien, a “Lien Instrument”) upon any of the properties or assets of the Company or any of its subsidiaries, or (c) subject to obtaining the approval of the Merger and the Company Shareholder Approval and compliance with the requirements specified in Section 2.3, conflict with or violate any law applicable to the Company or any of its subsidiaries or any of its or their respective properties or assets may be bound or affected or any Permits affectingassets, or relating in any way to, the property, assets or business of Lafite or any of its Subsidiaries or (iv) result in the creation or imposition of any Lien (other than Permitted Lafite Liens) on any rights, property or asset of Lafite or any of its Subsidiaries, with such exceptions, except in the case of each of clauses (ii), (iiib) and (iv)c) of this Section 2.4 for any such violations, as have defaults, terminations, recaptures, cancellations, acceleration, losses, Liens, or conflicts and for any consents or waivers not hadobtained, and would not reasonably be expected to havethat, individually or in the aggregate, would not have or reasonably be expected to have a Lafite Material Adverse EffectEffect on the Company.

Non-Contravention. The execution, delivery and performance by Lafite OLYMPIC of this Agreement and the obligations hereunder and the consummation by Lafite OLYMPIC of the Transactions transactions contemplated hereby do not and will not not, except as set forth in Section 5.5 of OLYMPIC's Disclosure Schedule (i) contravene, conflict with or result in any violation or breach of any provision of the Organizational Documents of Lafite, (iia) assuming compliance with the matters referred to in Section 4.045.3, contravenecontravene or conflict with the certificate of incorporation or bylaws of OLYMPIC, (b) assuming compliance with the matters referred to in Section 5.4, violate, contravene or conflict with or result in constitute a violation or breach of any provision of any Applicable Law law, regulation, judgment, injunction, order or Orderdecree binding upon or applicable to OLYMPIC or any of its Subsidiaries, (iiic) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control or default under, or result in the termination or cancellation of, under or give rise to others any right to receive any payment, right to purchase (including any right of first refusal or right of first offer or the like) or any a right of termination, vesting, amendment, modification, cancellation or acceleration of any right or guaranteeing obligation of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite OLYMPIC or any of its Subsidiaries or to require Lafite or a loss of any of its Subsidiaries to acquire such security) or cancellation (in each case, with or without notice or lapse of time or both) under any Specified Lafite Contract or Lafite Lease Agreement benefit to which Lafite OLYMPIC or any of its Subsidiaries is a partyentitled under any provision of any material agreement, contract or by which they or any of their respective properties or assets may be bound or affected or any Permits affecting, or relating in any way to, the property, assets or business of Lafite other instrument binding upon OLYMPIC or any of its Subsidiaries (the "OLYMPIC Agreements") or any material license, franchise, permit or other similar authorization held by OLYMPIC or any of its Subsidiaries, or (ivd) result in the creation or imposition of any Lien (other than Permitted Lafite Liens) on any rights, property or asset of Lafite OLYMPIC or any of its Subsidiaries, with except for such exceptionscontraventions, conflicts or violations referred to in the case clause (b) or defaults, rights of each of clauses termination, cancellation or acceleration, or losses or Liens referred to in clause (ii), c) or (iiid) and (iv), as have not had, and which would not reasonably be expected to havenot, individually or in the aggregate, have a Lafite Material Adverse EffectEffect on OLYMPIC. Except as disclosed in Section 5.5 of the OLYMPIC Disclosure Schedule, neither OLYMPIC nor any Subsidiary of OLYMPIC is a party to any agreement that expressly limits the ability of OLYMPIC or any Subsidiary of OLYMPIC to compete in or conduct any line of business of FMFK, or compete with any Person or in any geographic area or during any period of time in connection therewith, except to the extent that any such limitation, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect on OLYMPIC after the Effective Time.

Non-Contravention. The Except with respect to Contracts to be satisfied in full or terminated in connection with the Debt Refinancings, the execution, delivery and performance by Lafite each of the Triarc Parties of this Agreement and each of the Ancillary Agreements to which it is a party do not, and the consummation by Lafite each of the Transactions do not Triarc Parties of the transactions contemplated hereby and thereby will not (ia) contravene, conflict with with, or result in any violation or breach of, the articles of incorporation or by-laws (or comparable organizational instruments) of any provision of the Organizational Documents Triarc Parties or ARG or any of Lafiteits Subsidiaries, (iib) assuming compliance with the matters referred to in Section 4.04, contravene, conflict with contravene or result in a violation or breach of any provision of any Applicable Law or Order, (iii) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control or default under, or result in the termination any violation or cancellation breach of, in any material respect, any Laws, Orders or give Permits applicable to others any right to receive any payment, right to purchase (including any right of first refusal the Triarc Parties or right of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite ARG or any of its Subsidiaries to require Lafite or by which any assets of any of the Triarc Parties or ARG or any of its Subsidiaries to acquire such securityare bound, assuming that all consents, approvals, authorizations, filings and notifications described in Section 3.05, Section 4.04 and Section 5.05 have been obtained or made, (c) result in any violation or cancellation breach of, or constitute a default (in each case, with or without notice or lapse of time or both) under under, (x) any Specified Lafite ARG Material Contract or Lafite Lease Agreement (y) any other Contract to which Lafite any of the Triarc Parties or ARG or any of its Subsidiaries is a party, party or by which they or any assets of any of their respective properties the Triarc Parties or assets may be bound or affected or any Permits affecting, or relating in any way to, the property, assets or business of Lafite ARG or any of its Subsidiaries or (iv) result in the creation or imposition of any Lien (are bound, other than Permitted Lafite Liens) on any rights, property or asset of Lafite or any of its Subsidiaries, with such exceptions, in the case of each of clauses this clause (ii)y) any such violation, (iii) and (iv), as have not had, and breach or default that would not reasonably be expected to havebe, individually or in the aggregate, material to ARG and its Subsidiaries, taken as a Lafite whole, (d) require any consent, approval or other authorization of, or filing with or notification to, any Person under (x) any ARG Material Adverse EffectContract or (y) any other Contract to which any of the Triarc Parties or ARG or any of its Subsidiaries is a party or by which any assets of any of the Triarc Parties or ARG or any of its Subsidiaries are bound, other than in the case of this clause (y) any such consent, approval, authorization, filing or notification that, if not obtained or made, would not reasonably be expected to be, individually or in the aggregate, material to ARG and its Subsidiaries, taken as a whole, (e) give rise to any termination, cancellation, amendment, modification or acceleration of any rights or obligations under (x) any ARG Material Contract or (y) any other Contract to which any of the Triarc Parties or ARG or any of its Subsidiaries is a party or by which any assets of any of the Triarc Parties or ARG or any of its Subsidiaries are bound, other than in the case of this clause (y) any such termination, cancellation, amendment, modification or acceleration that would not reasonably be expected to be, individually or in the aggregate, material to ARG and its Subsidiaries, taken as a whole, or (f) cause the creation or imposition of any Liens (other than Permitted Liens) on any material assets of any of the Triarc Parties or ARG or any of its Subsidiaries.

Non-Contravention. The execution, execution and delivery and performance by Lafite of this Agreement by Seller and Seller Parent do not, and the consummation by Lafite execution and delivery of the Transactions do not Ancillary Agreements by Seller, Seller Parent and any Affiliate of Seller which is to be a party to an Ancillary Agreement, as applicable, will not not, and their consummation of the transactions contemplated hereby and thereby, and their performance of the obligations which they are obligated to perform or cause to be performed hereunder and thereunder will not: (ia) contravene, conflict with or result in any violation or breach of violate any provision of the Organizational Documents certificate of Lafiteincorporation or by-laws or other organizational documents of any of them or of any Subject Company or Sponsored Fund; or (b) assuming that all consents, authorizations, orders or approvals of, filings or registrations with, and notices to, any national, state or local government or political subdivision thereof, any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, any court, tribunal or arbitrator, and any self-regulatory organization (“Governmental Authority”) referred to in Section 4.4(a), all Third Party Consents referred to in Section 4.4(b) of the Seller Disclosure Letter, and all Client Consents of Advisory Clients contemplated by Section 6.3 have been obtained or, in the case of filings, registrations and notices, made, (i) conflict with or violate any law, regulation, rule, order, judgment or decree of any Governmental Authority (“Applicable Law”), (ii) assuming compliance with the matters referred to except as set forth in Section 4.044.3 of the Seller Disclosure Letter, contravene, conflict with require the consent of or result in a violation or breach of other action by any provision of any Applicable Law or Order, (iii) require any consent or approval Person under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control or default under, or result in the termination or cancellation ofacceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or give to others any right to receive any paymentconflict with, right to purchase (including any right of first refusal breach or right of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of constitute a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation default under (in each case, case with or without notice or lapse notice, the passage of time or both), any mortgage, indenture, lease, license, note, contract, agreement, commitment, Benefit Plan or other instrument or arrangement (each a “Contract”) under any Specified Lafite Contract or Lafite Lease Agreement to which Lafite any of them or any of its Subsidiaries Subject Company or Sponsored Fund is a party, party or by which they or any of their respective properties or other assets may be is bound or affected or any Permits affecting, or relating in any way to, the property, assets or business of Lafite or any of its Subsidiaries or (iviii) result in the creation or imposition of any Lien (other than Permitted Lafite Liens) on any rights, property or asset of Lafite the Stock or any of its Subsidiariesthe stock, with such exceptionsassets or properties of any Subject Company or any Sponsored Fund, except, in the case of each of clauses (ii), (iii) and (iviii), for any such violation, termination, acceleration, conflict, default or Lien as have not had, and would not reasonably be expected to have, individually or in the aggregate, have a Lafite Material Adverse Effect.

Non-Contravention. The executionExcept as disclosed in Section 4.2(b) of the Purchaser Disclosure Schedule, the execution and delivery and performance by Lafite Purchaser of this Agreement do not, and the consummation by Lafite of the Transactions do not and transactions contemplated hereby will not (i) contravenenot, conflict with or result in any violation or breach of any provision of the Organizational Documents of Lafite, (ii) assuming compliance with the matters referred to in Section 4.04, contraveneviolate, conflict with or result in a violation or breach of any provision of any Applicable Law or Order, (iii) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control or default under, or result in the termination or cancellation of, or give to others any right to receive any payment, right to purchase constitute a default (including any right of first refusal or right of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each case, with or without notice or lapse of time or both) under under, or result in the termination of, or accelerate the performance required by, or result in a right of payment, termination, cancellation, modification or acceleration of any Specified Lafite Contract obligation under, or Lafite Lease Agreement to which Lafite result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Purchaser or any of its Subsidiaries subsidiaries or, to Purchaser's knowledge, any of its joint ventures (any such violation, conflict, breach, default, right of termination, cancellation or acceleration, loss or creation, a "Purchaser Violation"), under, any provisions of (i) the articles of incorporation, bylaws or similar governing documents of Purchaser or any of its subsidiaries or joint ventures, (ii) subject to obtaining the Purchaser Required Statutory Approvals, any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority, applicable to Purchaser or any of its subsidiaries or, to Purchaser's knowledge, 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 disclosed in Section 4.2(b) of the Purchaser Disclosure Schedule (the "Purchaser 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 Purchaser or any of its subsidiaries or, to Purchaser's knowledge, any of its joint ventures, is now a party, party or by which they any of them or any of their respective properties or assets may be bound or affected or any Permits affectingaffected, or relating in any way to, excluding from the property, assets or business of Lafite or any of its Subsidiaries or (iv) result in the creation or imposition of any Lien (other than Permitted Lafite Liens) on any rights, property or asset of Lafite or any of its Subsidiaries, with such exceptions, in the case of each of foregoing clauses (ii), ) and (iii) and (iv), as have not had, and such Purchaser Violations that would not reasonably be expected to have, individually or in the aggregate, a Lafite Material Adverse Effectmaterial adverse effect on the ability of Purchaser to perform its obligations under this Agreement or reasonably be expected to delay or otherwise interfere with the obtaining of the Purchaser Required Statutory Approvals or the Seller Required Statutory Approvals.

Non-Contravention. The Except as set forth in the Disclosure Schedule, neither the execution, delivery and performance by Lafite of this Agreement and nor the consummation by Lafite of the Transactions do not and will not transactions contemplated herein will: (i) contravene, violate or be in conflict with or result in any violation or breach of any provision of the Organizational Documents certificate or articles of Lafite, incorporation or bylaws of the Seller; (ii) assuming compliance with the matters referred to be in Section 4.04, contravene, conflict with or result in a violation or breach of any provision of any Applicable Law or Order, (iii) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change default, however defined (or an event which, with the giving of control due notice or default lapse of time, or both, would constitute such a default), under, or result in cause or permit the termination or cancellation acceleration of the maturity of, or give rise to others any right to receive any payment, right to purchase (including any right of first refusal or right of first offer or the like) or any right of termination, vestingcancellation, amendmentimposition of fees or penalties under any debt, modificationnote, acceleration bond, lease, mortgage, indenture, license, obligation, contract, commitment, franchise, permit, instrument or guaranteeing of rights other agreement or entitlements (including any acceleration payments obligation to which the Seller is a party or rights of a holder of a security of Lafite by which the Seller or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each case, with or without notice or lapse of time or both) under any Specified Lafite Contract or Lafite Lease Agreement to which Lafite or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets is or may be bound or affected or any Permits affecting, or relating in any way to, the property, assets or business of Lafite or any of its Subsidiaries or bound; (iviii) result in the creation or imposition of any Lien mortgage, pledge, lien, security interest, conditional or installment sales agreement, encumbrance, claim, easement, right of way, tenancy, covenant, encroachment, restriction or charge of any kind or nature (whether or not of record) (a “Lien”), other than Permitted Lafite Liens(A) on any rightsmechanics’, property carriers’, workers’ or asset of Lafite or any of its Subsidiaries, with such exceptions, other like liens arising in the case ordinary course of each business; (B) minor imperfections of clauses (ii), (iii) and (iv), as have title that do not had, and would not reasonably be expected to have, individually or in the aggregate, impair the continued use and operation of the real property assets and fixtures to which they relate in the operation of the Business as currently conducted; and (C) liens for current taxes not yet due and payable (the Liens described in A, B and C, collectively, “Permitted Liens”), upon the Assets, under any Assumed Contract or any debt, obligation, contract, agreement or commitment to which the Seller is a Lafite Material Adverse Effectparty or by which the Seller or any of the Assets is or may be bound; or (iv) violate any statute, treaty, law, judgment, writ, injunction, decision, decree, order, regulation, ordinance or other similar authoritative matters (referred to herein individually as a “Law” and collectively as “Laws”) of any foreign, federal, state or local governmental or quasi-governmental, administrative, regulatory or judicial court, department, commission, agency, board, bureau, instrumentality or other authority (referred to herein individually as an “Authority” and collectively as “Authorities”).

Non-Contravention. The execution, delivery and performance by Lafite Buyer of this Agreement and the consummation execution, delivery and performance by Lafite each of Buyer and Parent of each of the Transactions Ancillary Agreements to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not (ia) contravene, conflict with or result in any violation or breach of violate any provision of the Organizational Documents certificate of Lafiteincorporation, bylaws or other organizational documents of Buyer, Parent or any of Parent's Affiliates, (iib) assuming compliance the receipt of all consents, approvals, waivers and authorizations and the making of notices and filings set forth on Schedule 4.6 of the Buyer Disclosure Schedule with the matters referred respect to in Section 4.04, contravene, conflict with any Person which is not a Government Entity or result in a violation or breach of any provision of any Applicable Law or Order, (iii) require any consent or approval under, violateSelf-Regulatory Organization, conflict with, or result in any the breach of of, or any loss of any benefit under, constitute a change of control or default under, or result in the termination termination, cancellation, modification or cancellation of, or give to others any right to receive any payment, right to purchase acceleration (including any right whether after the filing of first refusal or right of first offer notice or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each case, with or without notice or lapse of time or both) under of any Specified Lafite Contract right or Lafite Lease Agreement to which Lafite obligation of Buyer, Parent or any of its Subsidiaries is a partyParent's Affiliates, under, or by result in a loss of any benefit to which they Buyer, Parent or any of their respective properties or assets may be bound or affected or Parent's Affiliates is entitled under, any Permits affecting, or relating in any way to, the property, assets or business of Lafite or Contract to which any of its Subsidiaries them is a party or (iv) result in the creation or imposition of any Lien Encumbrance upon any of their Assets or give rise to any Purchase Right or (other than Permitted Lafite Liensc) assuming the receipt of all consents, approvals, waivers and authorizations and the making of notices and filings set forth on Schedule 4.6 of the Buyer Disclosure Schedule with respect to Government Entities or Self-Regulatory Organizations or required to be made or obtained by Seller, violate or result in a breach of or constitute a default under any rightsLaw to which Buyer, property or asset of Lafite Parent or any of its SubsidiariesParent's Affiliates is subject, with such exceptionsor under any Parent Governmental Authorization, other than, in the case of each of clauses (ii), (iiib) and (ivc), as have not hadconflicts, and breaches, terminations, defaults, cancellations, accelerations, losses, violations or Encumbrances that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Lafite Parent Material Adverse Effect.

Non-Contravention. The execution, delivery and performance by Lafite the Company of this Agreement and the consummation by Lafite the Company of the Transactions transactions contemplated hereby, do not and will not not, with or without the giving of notice, the lapse of time or both, (i) contravene, conflict with or result in any violation or breach of violate any provision of the Organizational Documents organizational documents of Lafitethe Company, (ii) assuming compliance with the matters receipt of all consents, approvals, waivers and authorizations and the making of the notices and filings (x) referred to in Section 4.044.4 or (y) required to be received or made by Everest, contravene, conflict with or result in a violation or breach of any provision of any Applicable Law or Order, (iii) require any consent or approval under, violateas contemplated by Section 3.5 and Section 3.6, conflict with, or result in any the breach of of, or any loss of any benefit under, constitute a change of control or default under, or result in the termination or cancellation oftermination, or give to others any right to receive any paymentclaim, right to purchase (including any right of first refusal or right of first offer or the like) or any right of terminationlien, encumbrance, security interest, vesting, amendmentcancellation, modificationmodification or acceleration of any right or obligation of the Company under, acceleration or guaranteeing result in a loss of rights any benefit to which the Company is entitled, under, any Contract, Benefit Plan or entitlements (including any acceleration payments other agreement or rights of a holder of a security of Lafite instrument binding upon the Company or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each case, with or without notice or lapse of time or both) under any Specified Lafite Contract or Lafite Lease Agreement to which Lafite the property of the Company or any of its Subsidiaries is a partysubject, (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 which they or any of their respective properties or assets may be bound or affected or any Permits affecting, or relating in any way to, the property, assets or business of Lafite Everest or any of its Subsidiaries respective Affiliates, violate or (iv) result in a breach of or constitute a default under any law to which the creation Company is subject or imposition under any authorization, waiver, consent or approval of any Lien (the Company, other than Permitted Lafite Liens) on any rights, property or asset of Lafite or any of its Subsidiaries, with such exceptionsthan, in the case of each of clauses (ii), (iii) and (iviii), as have not hadany conflict, and breach, default, termination, claim, lien, encumbrance, security interest, vesting, cancellation, modification, acceleration or loss that would not reasonably be expected to havenot, individually or in the aggregate, a Lafite Material Adverse Effectreasonably be expected to impair or delay materially the ability of the Company to perform its obligations hereunder.

Non-Contravention. The executionNeither Pubco, delivery and performance by Lafite of this Agreement and the consummation by Lafite of the Transactions do not and will not (i) contravene, conflict with or result First Merger Sub nor Second Merger Sub is in any violation or breach of any provision term of the its respective Organizational Documents of Lafiteor any applicable Law. Neither Pubco, (ii) assuming compliance with the matters referred to First Merger Sub nor Second Merger Sub is in Section 4.04, contravene, conflict with or result in a violation or breach of any term or provision of any Applicable Law or Order, (iii) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control or default under, or result in the termination or cancellation of, or give to others any right to receive any payment, right to purchase (including any right of first refusal or right of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights Order of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each case, with or without notice or lapse of time or both) under any Specified Lafite Contract or Lafite Lease Agreement to which Lafite or any of its Subsidiaries is a party, or Governmental Authority by which they it is bound which has had or any of their respective properties or assets may be bound or affected or any Permits affecting, or relating in any way to, the property, assets or business of Lafite or any of its Subsidiaries or (iv) result in the creation or imposition of any Lien (other than Permitted Lafite Liens) on any rights, property or asset of Lafite or any of its Subsidiaries, with such exceptions, in the case of each of clauses (ii), (iii) and (iv), as have not had, and would not reasonably be expected to have, individually or in the aggregate, a Lafite Material Adverse EffectEffect on the ability of any of Pubco, First Merger Sub or Second Merger Sub to enter into this Agreement and the Ancillary Documents and to consummate the Transactions. The execution and delivery by Pubco, First Merger Sub and Second Merger Sub of this Agreement and each Ancillary Document to which each of Pubco, First Merger Sub or Second Merger Sub is a party, the consummation by such Party of the Transactions contemplated hereby and thereby, and compliance by such Party with any of the provisions hereof and thereof, will not (a) subject to the adoption of the Amended Pubco Charter, conflict with or violate any provision of such Party’s Organizational Documents, (b) 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 any Law, Order or Consent applicable to such Party or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by such Party under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien (other than a Permitted Lien) upon any of the properties or assets of such Party under, (viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any material Contract of such Party, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not reasonably be expected to have a Material Adverse Effect on Pubco.

Non-Contravention. The execution, delivery and performance by Lafite Seller of this Agreement and by Seller and its Subsidiaries of each of the Ancillary Agreements to which Seller or any of its Subsidiaries (including the Transferred Entities) is or will be a party, and the consummation by Lafite Seller and its Subsidiaries (including the Transferred Entities) of the Transactions transactions contemplated hereunder and thereunder, do not and will not (i) contravene, conflict with or result in any violation or breach of violate any provision of the Organizational Documents of LafiteSeller, any Subsidiary of Seller that owns Membership Interests, any Subsidiary that is a party to an Ancillary Agreement, any Transferred Entity, or any ETF Fund, (ii) assuming compliance with the matters receipt of all consents, approvals, waivers and authorizations and the making of the notices and filings referred to in Section 4.04, contravene, conflict with ‎Section 3.05 or result in a violation or breach of any provision of any Applicable Law or Order, (iii) require any consent or approval under, violate‎Section 7.05, conflict with, or result in any the breach of of, or any loss of any benefit under, constitute a change of control or default under, or result in the termination termination, Encumbrance, cancellation, modification or cancellation ofacceleration of any right or obligation of Seller, any Covered Subsidiary, any Subsidiary that is a party to an Ancillary Agreement, any Transferred Entity or any ETF Fund under, or give rise to others any right payment conditioned, in whole or in part, on a change of control of a Transferred Entity or ETF Fund or approval or consummation of the transactions contemplated hereby, or result in a loss of any benefit to receive which Seller, any paymentCovered Subsidiary, right any Subsidiary of Seller that is a party to purchase (including an Ancillary Agreement, any right Transferred Entity or any ETF Fund is entitled, with or without the giving of first refusal notice, the lapse of time or right of first offer both, under any Contract or other agreement or instrument binding upon Seller, any Covered Subsidiary, any Subsidiary that is a party to an Ancillary Agreement, any Transferred Entity or the likeETF Funds or to which any of their respective properties is subject or (iii) assuming the receipt of all consents, approvals, waivers and authorizations and the making of notices and filings (A) referred to in ‎Section 3.05 or ‎Section 7.05 or (B) required to be received or made by Buyer or any right of its Affiliates, violate or result in a breach of or constitute a default under any Law to which Seller, any Covered Subsidiary, any Subsidiary that is a party to an Ancillary Agreement, any Transferred Entity or the ETF Funds is subject or under any of their respective Permits, other than, in the case of clauses (ii) and (iii), any conflict, breach, default, termination, vestingEncumbrance, amendmentcancellation, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each case, with or without notice or lapse of time or both) under any Specified Lafite Contract or Lafite Lease Agreement to which Lafite or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or any Permits affecting, or relating in any way to, the property, assets or business of Lafite or any of its Subsidiaries or (iv) result in the creation or imposition of any Lien (other than Permitted Lafite Liens) on any rights, property or asset of Lafite or any of its Subsidiaries, with such exceptions, in the case of each of clauses (ii), (iii) and (iv), as have not had, and loss that would not reasonably be expected to havenot, individually or in the aggregate, a Lafite reasonably be expected to have an ETFs Business Material Adverse Effect.

Non-Contravention. The execution, execution and delivery and performance by Lafite Purchaser of this Agreement and each Ancillary Document to which Purchaser is a party, the consummation by Lafite Purchaser of the Transactions do not transactions contemplated hereby and thereby, and compliance by Purchaser with any of the provisions hereof and thereof, will not (ia) contraveneconflict with or violate any provision of Purchaser’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 4.3 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or result in violate any violation Law, Order or breach Consent applicable to Purchaser or any of any provision of the Organizational Documents of Lafiteits respective properties or assets, or (iic) assuming compliance with the matters referred to in Section 4.04, contravene(i) violate, conflict with or result in a violation or breach of any provision of any Applicable Law or Orderof, (iiiii) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control default (or default under, or result in the termination or cancellation of, or give to others any right to receive any payment, right to purchase (including any right of first refusal or right of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each casean event which, with or without notice or lapse of time or both, would constitute a default) under any Specified Lafite Contract under, (iii) result in the termination, withdrawal, suspension, cancellation or Lafite Lease Agreement to which Lafite or any of its Subsidiaries is a partymodification of, or by which they or any of their respective properties or assets may be bound or affected or any Permits affecting, or relating in any way to, the property, assets or business of Lafite or any of its Subsidiaries or (iv) accelerate the performance required by Purchaser under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation or imposition of any Lien (other than Permitted Lafite Liens) on any rights, property or asset of Lafite or upon any of its Subsidiariesthe properties or assets of such Party under, with such exceptions(viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the case maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of each the terms, conditions or provisions of, any Material Contract of Purchaser, except for any deviations from any of the foregoing clauses (iia), (iiib) and or (iv), as have not had, and c) that would not reasonably be expected materially impair the ability of Purchaser on a timely basis to have, individually consummate the transactions contemplated by this Agreement or in the aggregate, Ancillary Documents to which it is a Lafite Material Adverse Effectparty or bound or to perform its obligations hereunder or thereunder.

Non-Contravention. The execution, execution and delivery and performance by Lafite of this Agreement by DRI do not and the consummation by Lafite of the Transactions do not and transactions contemplated hereby will not (i) contravenenot, conflict with or result in any violation or breach of any provision of the Organizational Documents of Lafite, (ii) assuming compliance with the matters referred to in Section 4.04, contraveneviolate, conflict with or result in a violation or breach of any provision of any Applicable Law or Order, (iii) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control or default under, or result in the termination or cancellation of, or give to others any right to receive any payment, right to purchase constitute a default (including any right of first refusal or right of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each case, with or without notice or lapse of time or both) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination, cancellation or acceleration of any material obligation under or the loss of a material benefit under, or result in the creation of any Specified Lafite Contract Lien upon any of the properties or Lafite Lease Agreement assets (any such violation, conflict, breach, default, right of termination, cancellation or acceleration, loss or creation being hereinafter referred to which Lafite as a "Violation") by DRI or any of its Significant Subsidiaries under any provisions of (i) the articles of incorporation, bylaws or similar governing documents of DRI or any of its Significant Subsidiaries, (ii) subject to obtaining the DRI Required Statutory Approvals and the receipt of the DRI Shareholders' Approval, any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court, governmental or regulatory body (including a stock exchange or other self-regulatory body) or authority, domestic or foreign (each, a "Governmental Authority") applicable to DRI or any of its Significant Subsidiaries or any of their respective properties or assets, or (iii) subject to obtaining the third-party consents or other approvals set forth in Section 4.4(b) of the DRI Disclosure Schedule (the "DRI 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 DRI or any of its Significant Subsidiaries is now a party, party or by which they any of them or any of their respective properties or assets may be bound or affected or any Permits affectingaffected, or relating in any way to, excluding from the property, assets or business of Lafite or any of its Subsidiaries or (iv) result in the creation or imposition of any Lien (other than Permitted Lafite Liens) on any rights, property or asset of Lafite or any of its Subsidiaries, with such exceptions, in the case of each of foregoing clauses (ii), ) and (iii) and (iv), such Violations as have not had, and would not reasonably be expected to have, individually or in the aggregate, a Lafite DRI Material Adverse Effect.. A-11

Non-Contravention. The execution, delivery and performance by Lafite the Seller and the Guarantor of this Agreement and, to the extent applicable, the Ancillary Agreements and the consummation by Lafite the Seller and the Guarantor of the Transactions transactions contemplated hereby and, to the extent applicable, thereby do not and will not (ia) assuming the authorizations, consents and approvals referred to in Section 4.3 are obtained, contravene, conflict with with, or result in any violation or breach of any provision of the Organizational Documents certificate of Lafiteincorporation or bylaws of the Seller or the Guarantor, (iib) assuming compliance with the matters authorizations, consents and approvals referred to in Section 4.044.3 are obtained, contravene, conflict with or result in a violation or breach of any provision of any Applicable applicable Law or Order, (iiic) assuming the authorizations, consents and approvals referred to in Section 4.3 are obtained, require any consent or approval under, violate, conflict with, result in other action by or notice to any breach of or any loss of any benefit Person under, constitute a change of control default or default undera violation, or result in the termination or cancellation of, or give to others any right to receive any payment, right to purchase (including any right of first refusal or right of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each casean event that, with or without notice or lapse of time or both) , would constitute a default or a violation, under or of, or cause or permit the termination, cancellation, acceleration or other change or trigger of any Specified Lafite Contract right or Lafite Lease Agreement obligation or the loss of any benefit to which Lafite the Seller or the Guarantor is entitled under, any provision of any agreement or other instrument binding upon the Seller or the Guarantor or any of its Subsidiaries is a partygovernmental license, franchise, permit, certificate, approval or by which they or any of their respective properties or assets may be bound or affected or any Permits other similar authorization affecting, or relating in any way to, the property, assets or business of Lafite the Seller or any of its Subsidiaries the Guarantor or (ivd) result in the creation or imposition of any Lien (Lien, other than any Permitted Lafite Liens) , on any rights, property or asset of Lafite the Seller or any of its Subsidiariesthe Guarantor, with such exceptionsexcept, in the case of each of clauses (iib), (iiic) and (ivd), as which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Lafite Material Adverse Effectan effect that would prevent, materially delay or materially impair the ability of the Seller or the Guarantor to perform its obligations under this Agreement or to consummate the transactions contemplated hereby.

Non-Contravention. The execution, execution and delivery and performance by Lafite of this Agreement by VCAM do not, and the consummation by Lafite of the Transactions do not transactions contemplated hereby and compliance by VCAM with the provisions hereof will not not, (i) contravene, conflict with or result in any violation or breach of any provision of the Organizational Documents Certificate of LafiteIncorporation or By-laws or equivalent organizational documents, in each case as amended and/or restated, of VCAM or any of its Subsidiaries; (ii) assuming compliance with if the matters referred to VCAM Required Consents are obtained, result in Section 4.04any violation or breach of, contravene, conflict with or result in a violation or breach modification of any provision of any Applicable Law or Order, (iii) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control or default under, or result in the termination or cancellation effect of, or give to others any right to receive any payment, right to purchase constitute (including any right of first refusal or right of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each case, with or without notice or lapse of time or both) a default under or give rise to any Specified Lafite Contract right of termination, cancellation or Lafite Lease Agreement acceleration under, any contract, agreement (including any professional employer organization agreement), indenture, note, bond, loan, mortgage, lease, instrument, license, permit, concession, franchise, commitment or other binding arrangement (collectively, "Contracts") to which Lafite VCAM or any of its Subsidiaries is a party, party or by or to which they any of them or any of their respective properties or assets may be bound or affected or any Permits affectingsubject, or relating result in the creation of any way to, Lien upon the property, assets or business properties of Lafite VCAM or any of its Subsidiaries in each case pursuant to the terms of any such Contract; (iii) if the VCAM Governmental Approvals are obtained, result in any violation of any law, statute, regulation, order, writ, judgment or decree of any Governmental Entity applicable to VCAM; or (iv) if the VCAM Governmental Approvals and the VCAM Required Consents are obtained, result in the creation violation, revocation or imposition suspension of any Lien (VCAM Permit, other than Permitted Lafite Liens) on any rights, property or asset of Lafite or any of its Subsidiaries, with such exceptions, in the case of each of respect to clauses (ii), (iii) and through (iv)) above, as have not hadany such violations, and would not reasonably be expected to havebreaches, modifications, defaults, terminations, cancellations, accelerations, Liens, revocations or suspensions that, individually or in the aggregate, would not have a Lafite Material Adverse EffectEffect with respect to VCAM.

Non-Contravention. The execution, delivery and performance by Lafite Purchasers and Bxxxxxx of this Agreement and the Ancillary Agreements, and the consummation by Lafite of the Transactions transactions contemplated by this Agreement and the Ancillary Agreements, do not and will not (i) contravene, conflict with or result in any violation or breach of violate any provision of the Organizational Documents certificate of Lafiteincorporation, bylaws or other organizational documents of Purchasers or Bxxxxxx, (ii) assuming compliance with the matters referred to in Section 4.04conflict with, contravene, conflict with or result in a violation or breach of any provision of any Applicable Law or Orderof, (iii) require any consent or approval constitute a default under, violate, conflict with, result in any breach the termination, cancellation or acceleration (whether after the giving of or any loss of any benefit under, constitute a change of control or default under, or result in the termination or cancellation of, or give to others any right to receive any payment, right to purchase (including any right of first refusal or right of first offer notice or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each case, with or without notice or lapse of time or both) under of any Specified Lafite Contract right or Lafite Lease Agreement obligation of Purchasers or Bxxxxxx under, or to a loss of any benefit of Purchasers or Bxxxxxx to which Lafite Purchasers or Bxxxxxx are entitled under, any of its Subsidiaries is Contract to which Purchasers or Bxxxxxx are a party, party or by which they any of their assets are bound, lease of real estate or license of Intellectual Property to which Purchasers or Bxxxxxx and any of their respective properties Subsidiaries are a party or assets may be bound are subject and (iii) assuming the accuracy of Section 3.4, violate or affected or any Permits affecting, or relating in any way to, the property, assets or business of Lafite or any of its Subsidiaries or (iv) result in the creation a breach of or imposition constitute a default under any Law or other restriction of any Lien (other than Permitted Lafite Liens) on any rights, property Governmental Authority to which Purchasers or asset of Lafite or any of its SubsidiariesBxxxxxx are subject; except, with such exceptions, in the case of each of respect to clauses (ii), (iii) and (iviii), as have not hadfor any violations, and would not reasonably be expected to havebreaches, conflicts, defaults, restrictions, terminations, cancellations or accelerations that, individually or in the aggregate, would not result, and would not be reasonably likely to result, in a Lafite Material Adverse Effectprohibition against, or a material delay in completing, all or any part of the transactions contemplated by this Agreement.

Non-Contravention. The executionAssuming that the consents and approvals set forth in Schedule 4.3 are obtained, the execution and delivery and performance by Lafite each Seller of this Agreement does not, and the consummation execution and delivery by Lafite each Seller of the Transactions do not other Seller Documents at the Closing and consummation of the transactions contemplated hereby and thereby will not not, (i) contravene, conflict with violate or result in any violation or a breach of any provision of the Organizational Documents respective articles of Lafiteincorporation or bylaws of each Seller, each as amended to date, (ii) assuming compliance result in a breach of, or constitute (with the matters referred due notice or lapse of time, or both) a default (or give rise to any right of termination, cancellation or acceleration or otherwise be in Section 4.04, contravene, conflict with or result in a violation loss of contractual benefits) under the terms, conditions or breach provisions of any provision note, bond, mortgage, indenture, license, agreement, lease or other instrument or obligation to which any Seller is a party or by which any Seller or any of any Applicable Law or Orderthe Purchased Assets may be bound, (iii) require violate any consent order, writ, injunction, decree, statute, rule, regulation, ordinance, code or approval underother legal requirement applicable to each Seller, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control or default underthe Purchased Assets, or result in the termination or cancellation of, or give to others any right to receive any payment, right to purchase Business (including any right of first refusal or right of first offer excluding from the foregoing clauses (ii) and (iii) such defaults and violations which would not have a material adverse effect on the Purchased Assets or the like) or any right of terminationBusiness), vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each case, with or without notice or lapse of time or both) under any Specified Lafite Contract or Lafite Lease Agreement to which Lafite or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or any Permits affecting, or relating in any way to, the property, assets or business of Lafite or any of its Subsidiaries or (iv) result in any Encumbrance upon any of the creation Purchased Assets or imposition the Facility, or (v) interfere with or otherwise adversely affect the ability of any Lien (other than Permitted Lafite Liens) on any rights, property or asset of Lafite or Buyer and/or any of its Subsidiaries, with such exceptions, in designees acquiring the case of each of clauses (ii), (iii) and (iv), Purchased Assets to carry on the Business after the Closing Date on substantially the same basis as have not had, and would not reasonably be expected to have, individually or in the aggregate, a Lafite Material Adverse Effectit is now conducted by Seller.

Non-Contravention. The executionexecution and delivery by the Company of this Agreement, delivery and the Support Agreement, the performance by Lafite the Company of this Agreement its covenants and obligations hereunder and thereunder and the consummation by Lafite of the Transactions do not Offer, the Merger and the other transactions contemplated hereby and thereby will not (ia) contravene, violate or conflict with or result in any violation or breach of any provision of (i) the Organizational Documents Company Certificate of Lafite, Incorporation or the Company By-Laws or (ii) assuming compliance with the matters referred comparable organizational documents of any of the Company’s Subsidiaries, subject to, in the case of the Merger, if required by applicable Law, obtaining the Stockholder Approval, (b) subject to obtaining such Consents set forth in Section 4.04, contravene, conflict with or result in a violation or breach 4.5 of any provision of any Applicable Law or Order, (iii) require any consent or approval underthe Company Disclosure Letter, violate, conflict with, or result in any the breach of or any loss of any benefit under, constitute a change default (or an event which with notice or lapse of control time or default both would become a default) under, or result in the termination or cancellation of, or give to others any right to receive any paymentaccelerate the performance required by, right to purchase (including any or result in a right of first refusal or right of offer, first offer or the like) or any right of termination, vesting, amendmentrefusal, modification, termination, acceleration or guaranteeing loss of rights or entitlements (including benefit under, any acceleration payments or rights of a holder of a security of Lafite Contract to which the Company or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each case, with or without notice or lapse of time or both) under any Specified Lafite Contract or Lafite Lease Agreement to which Lafite or any of its the Company’s Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound bound, (c) assuming the Consents referred to in Section 4.5 of the Company Disclosure Letter are obtained or affected or any Permits affectingmade, or relating and assuming the accuracy of the representations and warranties of Parent and Acquisition Sub in any way Section 5.7(a), and subject to, in the propertycase of the Merger, assets if required by applicable Law, obtaining the Stockholder Approval, violate or business of Lafite conflict with any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their properties or assets are bound, or (ivd) result in the creation or imposition of any Lien (other than Permitted Lafite Liens) on upon any rights, property of the properties or asset assets of Lafite the Company or any of its Subsidiaries, with such exceptions, except in the case of each of clauses (iib), (iiic) and (iv)d) above, as have not hadfor such violations, and conflicts, defaults, terminations, accelerations, Liens, rights of first offer, first refusal, modification, or loss of benefits which would not reasonably be expected to have, individually or in the aggregate, a Lafite Company Material Adverse Effect.

Non-Contravention. The execution, execution and delivery and performance by Lafite of this Agreement and the Ancillary Documents by the Company and of the transactions contemplated hereby and thereby, consummation by Lafite the Company of the Transactions do not transactions contemplated hereby and thereby and compliance by the Company with any of the provisions hereof and thereof, will not (ia) contravenecontravene or conflict with or violate any provision of the 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 or (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 result violate in any violation material respect any Law, Order or breach Consent applicable to the Company, or any of any provision its properties or assets, except for violations that would not prevent or delay the consummation of the Organizational Documents of Lafitetransactions contemplated hereby, or (iid)(i) assuming compliance with the matters referred to in Section 4.04, contraveneviolate, conflict with or result in a violation or breach of any provision of any Applicable Law or Orderof, (iiiii) require any consent or approval under, violate, conflict with, result in any breach of a default (or any loss of any benefit under, constitute a change of control or default under, or result in the termination or cancellation of, or give to others any right to receive any payment, right to purchase (including any right of first refusal or right of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each casean event which, with or without notice or lapse of time or both, would constitute a material default) under under, (iii) give rise to any Specified Lafite Contract right of termination, cancellation or Lafite Lease Agreement to which Lafite or any of its Subsidiaries is a partyacceleration under, or by which they or any of their respective properties or assets may be bound or affected or any Permits affecting, or relating in any way to, the property, assets or business of Lafite or any of its Subsidiaries or (iv) give rise to any obligation to make material payments or provide material compensation under, (v) result in the creation or imposition of any Lien (other than Permitted Lafite Liens) on any rights, property or asset of Lafite or upon any of its Subsidiariesthe properties or assets of the Company under, with such exceptions(vi) give rise to any obligation to obtain any material third party Consent or provide any notice to any Person or (vii) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any Company Material Contracts, in the each case of each of clauses (ii)except where such conflict, (iii) and (iv)violation, as have not hadbreach, and default, termination, cancellation, modification, acceleration, obligation, creation, or default would not reasonably be expected to havenot, individually or in the aggregate, be reasonably expected to have a Lafite Company Material Adverse Effect.

Non-Contravention. The execution, delivery and performance by Lafite of this Agreement by the Seller, the Ancillary Agreements to which each of the Seller and its Subsidiaries, as applicable, is a party, and the consummation by Lafite the Seller and its Subsidiaries of the Transactions do does not and will not (ia) contravenecontravene or conflict with, conflict with or result in any violation or violation, breach of any provision of the Organizational Documents of Lafite, (ii) assuming compliance with the matters referred to in Section 4.04, contravene, conflict with or result in a violation or breach of any provision of any Applicable Law or Order, (iii) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control or default under, or result in the termination or cancellation of, or give to others any right to receive any payment, right to purchase (including any right of first refusal or right of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each case, with or without notice or lapse of time or both) under of, any Specified Lafite Contract provision of the organizational documents of the Seller, the other members of the Seller Group that are or Lafite Lease will be a party to an Ancillary Agreement or the Acquired Company Organizational Documents, (b) contravene or conflict with, give rise to which Lafite a right of termination, modification, acceleration or cancellation, or result in any violation, breach or default (with or without notice or lapse of time or both) of any Law applicable to the Seller, the other members of the Seller Group that are or will be a party to any Ancillary Agreement or any of its Subsidiaries is a party, Acquired Company or by which they any assets of the Acquired Companies are bound, assuming that all Governmental Authorizations described in Section 4.5 have been obtained or made, (c) result in any violation or breach of, give rise to a right of their respective properties termination, modification, acceleration or assets may be bound cancellation of any right or affected or any Permits affectingobligation, or relating in constitute a default (with or without notice or lapse of time or both) under, any way toMaterial Contracts, the property, assets or business of Lafite or any of its Subsidiaries or (ivd) result in the creation loss, forfeiture, cancellation, suspension, limitation, termination or imposition other impairment of, or give rise to any right of any Lien Person to cancel, suspend, limit, terminate, or otherwise impair the right of the Acquired Companies to own or use or otherwise exercise any other rights that the Acquired Companies currently have with respect to, any Owned Intellectual Property, or (e) require any consent, approval or other authorization of, or filing with or notification to, any Person under any Material Contracts other than Permitted Lafite Liens(i) as set forth on any rights, property or asset Section 4.6 of Lafite or any of its Subsidiaries, with such exceptions, the Seller Disclosure Letter and (ii) in the case of each of clauses (ii), c) or (iiid) and (iv)of this Section 4.6, as have not had, and would not reasonably be expected to have, individually or in the aggregate, a Lafite Material Adverse Effectreasonably be expected to be material to the Acquired Companies or the Business.

Non-Contravention. The execution, delivery and performance by Lafite each Seller and Seller Affiliate (as applicable) of this Agreement and the Ancillary Documents to which such Seller is party, and the consummation by Lafite of the Transactions transactions contemplated hereby and thereby, do not and will not (i) contravene, conflict with or result in any violation or breach of violate any provision of the Organizational Documents of Lafitesuch Seller’s or Seller Affiliate’s (as applicable) respective organizational documents, (ii) assuming compliance with the matters referred to receipt of all consents, approvals, waivers and authorizations and the making of the notices and filings described in Section 4.04, contravene4.4 or set forth on Seller Disclosure Schedule 4.4 or Seller Disclosure Schedule 4.5, conflict with or result in a violation or breach of any provision of any Applicable Law of, or Order, (iii) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control or default under, or result in the termination termination, cancellation, modification or cancellation of, or give to others any right to receive any payment, right to purchase acceleration (including any right whether after the filing of first refusal or right of first offer notice or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each case, with or without notice or lapse of time or both) under of any Specified Lafite right or obligation of such Seller under, or result in any right of buy-out by any third party under, or result in a loss of any benefit to which such Seller is entitled under, any Material Contract or Lafite Lease Agreement to which Lafite or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or any Permits affecting, or relating in any way to, the property, assets or business of Lafite or any of its Subsidiaries or (iv) result in the creation or imposition of any Lien (other than Permitted Lafite Liens) on any rights, property Encumbrance upon the stock or asset equity interests of Lafite or any of its Subsidiariesthe Transferred Companies, or (iii) assuming the receipt of all consents, approvals, waivers and authorizations and the making of notices and filings described in Section 4.4 or set forth on Seller Disclosure Schedule 4.4 or required to be made or obtained by Buyer, conflict with such exceptionsor result in a violation or breach of, or constitute a default under, any Law to which the Transferred Companies are subject, or under any Governmental Authorizations, other than, in the case of each of clauses clause (iiiii), (iii) and (iv)conflicts, as have not hadviolations, and breaches, defaults, terminations, cancellations, modifications, accelerations, losses or Encumbrances that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Lafite Seller Material Adverse EffectEffect or prevent or materially impair or delay such Seller’s ability to perform their respective obligations under this Agreement.

Non-Contravention. The Except as set forth in Section 3.4 of the Company Disclosure Schedule, the execution, delivery and performance by Lafite Company of this Agreement do not, and the consummation by Lafite Company of the Transactions do not and transactions contemplated hereby will not not: (ia) contraveneassuming receipt of the approval of shareholders referred to in Section 3.2(a), contravene or conflict with the articles of incorporation, bylaws or result in similar organizational documents of Company or any violation or breach of any provision its Subsidiaries; (b) assuming receipt of the Organizational Documents approval of Lafite, (iishareholders referred to in Section 3.2(a) assuming and compliance with the matters referred to in Section 4.043.3, contravene, contravene or conflict with or result in constitute a violation or breach of any provision of any Applicable Law law, regulation, judgment, injunction, order or Order, decree binding upon or applicable to Company or its Subsidiaries; (iiic) require any consent or approval under, violate, conflict with, result in other action by any breach of or any loss of any benefit person under, constitute a change default (or an event which with notice, the lapse of control time or default under, or result in the termination or cancellation of, both would become a default) under or give rise to others any right to receive any payment, right to purchase (including any right of first refusal or right of first offer or the like) or any a right of termination, vesting, amendment, modification, cancellation or acceleration of any right or guaranteeing obligation of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite Company or any of its Subsidiaries or to require Lafite or a loss of any of its Subsidiaries to acquire such security) or cancellation (in each case, with or without notice or lapse of time or both) under any Specified Lafite Contract or Lafite Lease Agreement benefit to which Lafite Company or any of its Subsidiaries is a partyentitled under any provision of any agreement, contract, commitment, arrangement, lease, undertaking or by which they or any of their respective properties or assets may be bound or affected or any Permits affecting, or relating in any way to, the property, assets or business of Lafite 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 (ive) result in the creation or imposition of any Lien (other than Permitted Lafite Liens) on any rights, property or asset of Lafite Company or any of its SubsidiariesSubsidiaries other than a Permitted Lien; all except for such contraventions, with such exceptionsconflicts 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 the case of each of clauses clause (ii), (iiic) and (iv), as have not had, and that would not reasonably be expected to havenot, individually or in the aggregate, have a Lafite Material Adverse EffectEffect 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 date hereof, (ii) Liens that are not, individually or in the aggregate, material in character, amount or extent and that do not materially detract from the value or materially interfere with the present use of the assets subject thereto or affected thereby, (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 No approval, consent, waiver, authorization or other order of, and no filing, notice, registration, qualification or recording with, any Governmental Authority or any other Person is required to be obtained or made by or on behalf of the Company, the Selling Members or any of their Subsidiaries or Affiliates, in connection with the execution, delivery and or performance by Lafite of this Agreement and the consummation by Lafite of the Transactions do not and will not transactions contemplated hereby, except for (i) contravene, conflict with or result in any violation or breach of any provision satisfaction of the Organizational Documents requirements of Lafitethe Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (xxx "XXX Xxx"), and (ii) assuming compliance with the matters referred to items listed in Section 4.043.1.3 of the Company Disclosure Letter, contraveneeach of which shall have been obtained or made and shall be in full force and effect at the Closing. Except as set forth in Section 3.1.3 of Company Disclosure Letter, conflict with or result in a violation or breach neither the execution, delivery and performance of this Agreement nor the consummation of any provision of any Applicable Law the transactions contemplated hereby (including, without limitation, the execution, delivery and performance of the Closing Agreements) does or Order, (iii) require any consent or approval under, violate, conflict withwill constitute, result in any or give rise to (i) a breach of or any loss of any benefit under, constitute a change of control violation or default under, or result in under any material Legal Requirement applicable to the termination or cancellation of, or give to others any right to receive any payment, right to purchase (including any right of first refusal or right of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite Company or any of its Subsidiaries to require Lafite (assuming the accuracy of the representations and warranties of Buyer), (ii) a breach of or any of its Subsidiaries to acquire such security) or cancellation (in each case, with or without notice or lapse of time or both) a default under any Specified Lafite Contract Charter or Lafite Lease Agreement to which Lafite or any Bylaws provision of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or any Permits affecting, or relating in any way to, the property, assets or business of Lafite or any of its Subsidiaries or (iv) result in the creation or imposition of any Lien (other than Permitted Lafite Liens) on any rights, property or asset of Lafite Company or any of its Subsidiaries, with such exceptions, in the case of each of clauses (ii), (iii) and the acceleration of the time for performance of any obligation under any material Enforceable Contractual Obligation of the Company or any of its Subsidiaries, (iv) the imposition of any Lien upon or the forfeiture of any material Company Asset, (v) a breach of or a default under any material Enforceable Contractual Obligation of the Company or any of its Subsidiaries, or (vi) the right to any severance payments (including, without limitation, if such payments become due only if employment is terminated following the Closing), as have not had, and would not reasonably be expected to have, individually or in the aggregate, a Lafite Material Adverse Effect.

Non-Contravention. The execution, execution and delivery and performance by Lafite of this Agreement by the Seller does not, and the consummation by Lafite of the Transactions do not and transactions contemplated hereby will not (i) contravenenot, conflict with violate or result in any violation or a breach of any provision of the Organizational Documents of Lafite, (ii) assuming compliance with the matters referred to in Section 4.04, contravene, conflict with or result in a violation or breach of any provision of any Applicable Law or Order, (iii) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit underof, constitute a change of control or default under, or result in the termination or cancellation of, or give to others any right to receive any payment, right to purchase (including any right of first refusal or right of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each case, with or without notice or lapse of time or both) under under, result in the termination or modification of, accelerate the performance required by, result in a right of termination, cancellation or acceleration of any Specified Lafite Contract obligation or Lafite Lease Agreement the loss of a benefit under, or result in the creation of any Encumbrance upon any of the properties or assets of the Company or any Company Subsidiary (any such violation, breach, default, right of termination, modification, cancellation or acceleration, loss or creation, is referred to which Lafite herein as a "Violation" with respect to the Seller and the Company and such term when used in Article IV has a correlative meaning with respect to the Purchaser) pursuant to any provisions of (i) the articles of incorporation, by-laws or similar governing documents of the Seller, the Company or any Company Subsidiary, (ii) subject to obtaining the Seller Required Statutory Approvals, any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority (as defined in Section 3.3(c)) applicable to the Seller, the Company or any Company Subsidiary or any of its Subsidiaries their respective properties or assets, or (iii) subject to obtaining the third-party consents set forth in Section 3.3(b)(iii) of the Seller Disclosure Schedule (the "Seller Required Consents"), any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which the Seller, the Company or any Company Subsidiary is a party, party or by which they or any of their respective properties or assets may be bound or affected or any Permits affectingaffected, or relating in any way to, the property, assets or business of Lafite or any of its Subsidiaries or (iv) result in the creation or imposition of any Lien (other than Permitted Lafite Liens) on any rights, property or asset of Lafite or any of its Subsidiaries, with such exceptions, except in the case of each of clauses clause (ii), ) or (iii) and (iv), as have not had, and for any such Violation which would not reasonably be expected to have, individually or in the aggregate, have a Lafite Company Material Adverse EffectEffect or prevent, materially delay or materially impair the Seller's ability to consummate the transactions contemplated by this Agreement.

Non-Contravention. The executionExcept as otherwise described in Schedule 3.4 of the Purchaser Disclosure Schedules, the execution and delivery and performance by Lafite the Purchaser Parties of this Agreement and each Ancillary Document to which each is a party, the consummation by Lafite the Purchaser Parties of the Transactions do not transactions contemplated hereby and thereby, and compliance by the Purchaser Parties with any of the provisions hereof and thereof, will not (ia) contraveneconflict with or violate any provision of each of the Purchaser Parties’ Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 3.3 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or result in violate any violation Law, Order or breach of any provision Consent applicable to each of the Organizational Documents Purchaser Parties or any of Lafiteits properties or assets, or (iic) assuming compliance with the matters referred to in Section 4.04, contravene(i) violate, conflict with or result in a violation or breach of any provision of any Applicable Law or Orderof, (iiiii) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control default (or default under, or result in the termination or cancellation of, or give to others any right to receive any payment, right to purchase (including any right of first refusal or right of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each casean event which, with or without notice or lapse of time or both, would constitute a default) under any Specified Lafite Contract under, (iii) result in the termination, withdrawal, suspension, cancellation or Lafite Lease Agreement to which Lafite or any of its Subsidiaries is a partymodification of, or by which they or any of their respective properties or assets may be bound or affected or any Permits affecting, or relating in any way to, the property, assets or business of Lafite or any of its Subsidiaries or (iv) accelerate the performance required by the Purchaser Parties under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation or imposition of any Lien (other than Permitted Lafite Liens) on any rights, property or asset of Lafite or upon any of its Subsidiariesthe properties or assets of the Purchaser Parties under, with such exceptions(viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the case maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of each the terms, conditions or provisions of, any Purchaser Material Contract, except for any deviations from any of the foregoing clauses (iia), (iiib) and or (iv), as have not had, and c) that would not reasonably be expected to have, individually or in the aggregate, have a Lafite Material Adverse EffectEffect on either of the Purchaser Parties.

Non-Contravention. The execution, delivery and performance by Lafite each of this Agreement the Sellers and TAA of its obligations hereunder and the consummation by Lafite of the Transactions do not and transactions contemplated hereby, will not (ia) contraveneviolate, conflict with or result in any violation or the breach of any provision of the Organizational Documents Articles of LafiteOrganization or Operating Agreement of TAA; (b) to TAA’s and the Seller’s knowledge, result in the violation by the Seller or TAA of any statute, law, rule, regulation or ordinance (iicollectively, "Laws"), or any judgment, decree, order, writ, permit or license (collectively, "Orders"), of any Governmental or Regulatory Authority, applicable to the Seller or any of the Membership Interests to be sold hereby, TAA or any of the Assets, or (c) assuming compliance with if the matters referred to consents and notices set forth in Section 4.04, contraveneSchedule 2.1(e) are obtained, conflict with or with, result in a violation or breach of any provision of any Applicable Law or Order, (iii) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit underof, constitute a change of control or default under, or result in the termination or cancellation of, or give to others any right to receive any payment, right to purchase (including any right of first refusal or right of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each case, with or without notice or lapse of time or both) under any Specified Lafite Contract or Lafite Lease Agreement to which Lafite or any of its Subsidiaries is a partydefault under, or by which they require TAA or the Seller to obtain any of their respective properties consent, approval or assets may be bound action of, make any filing with or affected or give any Permits affectingnotice to, or relating result in or give to any way toPerson (as defined in Section 7.3) any right of payment or reimbursement, the propertytermination, assets cancellation, modification or business of Lafite acceleration of, or any of its Subsidiaries or (iv) result in the creation or imposition of any Lien upon any of the Membership Interests to be transferred hereby or any of the Assets, under any of the terms, conditions or provisions of any agreement (including the Block Pledge Agreement and Block Redemption Agreement), commitment, lease, license, evidence of indebtedness, mortgage, indenture, security agreement, instrument, note, bond, franchise, permit, concession, or other instrument, obligation or agreement of any kind, written or oral (collectively, "Contracts"), to which TAA or the Seller is a party or by which the Seller or to which any of the Membership Interests to be sold hereby or any of the Assets were or are bound. With respect to any asset, a "Lien" shall mean (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (other than Permitted Lafite Liensan operating lease) on any rights, property or asset of Lafite (or any financial lease having substantially the same economic effect as any of its Subsidiaries, with the foregoing) relating to such exceptions, asset and (c) in the case of each securities, any purchase option, call or similar right of clauses (ii), (iii) and (iv), as have not had, and would not reasonably be expected a third party with respect to have, individually or in the aggregate, a Lafite Material Adverse Effectsuch securities.

Non-Contravention. The Except with respect to Contracts to be satisfied in full or terminated in connection with the Debt Refinancings and except as set forth in Section 4.05 of the Triarc Disclosure Letter, the execution, delivery and performance by Lafite each of Triarc, ARG and Acquisition Sub of this Agreement and each of the Ancillary Agreements to which it is a party do not, and the consummation by Lafite each of Triarc, ARG and Acquisition Sub of the Transactions do not transactions contemplated hereby and thereby will not (ia) contravene, conflict with with, or result in any violation or breach of, the certificate of incorporation or by-laws (or comparable organizational instruments) of any provision of the Organizational Documents of LafiteTriarc, ARG and Acquisition Sub, (iib) assuming compliance with the matters referred to in Section 4.04, contravene, conflict with contravene or result in a violation or breach of any provision of any Applicable Law or Order, (iii) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control or default under, or result in the termination any violation or cancellation breach of, in any material respect, any Laws, Orders or give Permits applicable to others any right to receive any payment, right to purchase (including any right of first refusal or right of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite Triarc or any of its Subsidiaries to require Lafite or by which any assets of Triarc and its Subsidiaries to acquire such securityare bound, assuming that all consents, approvals, authorizations, filings and notifications described in Section 2.05, Section 3.03 and Section 4.03 have been obtained or made, (c) result in any violation or cancellation breach of, or constitute a default (in each case, with or without notice or lapse of time or both) under under, (x) any Specified Lafite Contract filed with the Triarc SEC Reports or Lafite Lease Agreement (y) any other Contract to which Lafite Triarc or any of its Subsidiaries is a party, party or by which they or any assets of their respective properties or assets may be bound or affected or any Permits affecting, or relating in any way to, the property, assets or business of Lafite Triarc or any of its Subsidiaries or (iv) result in the creation or imposition of any Lien (is bound, other than Permitted Lafite Liens) on any rights, property or asset of Lafite or any of its Subsidiaries, with such exceptions, in the case of each of clauses this clause (ii)y) any such violation, (iii) and (iv), as have not had, and breach or default that would not reasonably be expected to have, individually or in the aggregate, a Lafite Triarc Material Adverse Effect, (d) require any consent, approval or other authorization of, or filing with or notification to, any Person under, (x) any Contract filed with the Triarc SEC Reports or (y) any other Contract to which Triarc or any of its Subsidiaries is a party or by which any assets of Triarc or any of its Subsidiaries is bound, other than in the case of this clause (y) any such consent, approval, authorization, filing or notification that, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, a Triarc Material Adverse Effect, (e) give rise to any termination, cancellation, amendment, modification or acceleration of any rights or obligations under, (x) any Contract filed with the Triarc SEC Reports or (y) any other Contract to which Triarc or any of its Subsidiaries is a party or by which any assets of Triarc or any of its Subsidiaries is bound, other than in the case of this clause (y) any such termination, cancellation, amendment, modification or acceleration that would not reasonably be expected to have, individually or in the aggregate, a Triarc Material Adverse Effect, or (f) cause the creation or imposition of any Liens (other than Permitted Liens) on any material assets of any of Triarc or any of its Subsidiaries.

Non-Contravention. The execution, delivery and performance by Lafite the Corporation of this Agreement the Transaction Documents, the consummation of the transactions contemplated thereby and compliance with the provisions thereof, including the issuance, sale and delivery of the Series B Preferred Stock and the consummation by Lafite New Warrants, have not and shall not, and the issuance and delivery of the Transactions do not and will not Conversion Shares shall not, (ia) contraveneviolate any Law to which the Corporation, conflict with its Subsidiaries or result in any violation or breach of their respective Assets is subject, (b) violate any provision of the Organizational Fundamental Documents of Lafitethe Corporation or any of its Subsidiaries, (iic) assuming compliance except with respect to stockholder approvals and certain provisions of the matters referred Credit Agreement for which waivers (the "Credit Waivers") shall have been obtained by the Corporation prior to in Section 4.04, contravene, conflict with or result in a violation or breach of any provision of any Applicable Law or Order, (iii) require any consent or approval under, violateeach Closing, conflict with, result in any a breach of or any loss of any benefit underof, constitute a change of control or default under, or result in the termination or cancellation acceleration of, or give to others create in any party the right to receive accelerate, terminate, modify, or cancel, or require any payment, right to purchase (including any right of first refusal or right of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each case, with or without notice or lapse of time or both) under any Specified Lafite Contract or Lafite Lease Agreement to which Lafite the Corporation or any of its Subsidiaries is a party, party or by which they or any of their respective properties or assets may be bound or affected or any Permits affecting, or relating in any way to, the property, assets or business Assets of Lafite the Corporation or any of its Subsidiaries is bound or (ivd) result in the creation or imposition of any Lien (other than Permitted Lafite Liens) on upon any rights, property or asset of Lafite the Assets of the Corporation or any of its Subsidiaries. Other than state blue sky securities filings, with such exceptions, in the case of each of clauses (ii), (iii) and (iv), as have not hadCredit Waivers, and would not reasonably be expected stockholder approvals, neither the Corporation nor any of its Subsidiaries has been or is required to havegive any notice to, individually make any filing with, or in obtain any authorization, consent or approval of any Governmental Entity or any other Person for the aggregatevalid authorization, a Lafite Material Adverse Effectreservation, issuance and delivery of the Series B Preferred Stock, the New Warrants or any other Transaction Documents, for the valid authorization, issuance and delivery of the Conversion Shares, or the valid authorization and reservation of the Reserved Shares.

Non-Contravention. The executionexecution and delivery of the Transaction Agreements by Xxxxxx and each Subsidiary of Xxxxxx that is, delivery or at the Closing will be, a party thereto do not, and Xxxxxx’x and each such Subsidiary’s performance by Lafite of this Agreement hereunder and thereunder and the consummation by Lafite of the Transactions do not and will not (ia) contravene, conflict with or result in any violation or breach of violate any provision of the Organizational Documents articles of Lafiteincorporation or bylaws, or similar governing documents, of Xxxxxx, such Subsidiary or the Station Subsidiary, (iib) assuming compliance with the matters referred to in Section 4.04, contravene, conflict with materially violate or result in constitute a violation or breach of any provision of any Applicable Law or Order, (iii) require any consent or approval under, violate, conflict with, result in any material breach of or any loss of any benefit under, constitute a change of control or default under, or result in the termination or cancellation of, or give to others any right to receive any payment, right to purchase under (including any right of first refusal or right of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each case, with or without notice or lapse of time time, or both), or permit termination, cancellation, modification or acceleration under, (i) under any Specified Lafite Contract or Lafite Lease Agreement material contract to which Lafite the Company is bound, (ii) any material contract relating to the Station to which the Station Subsidiary, Xxxxxx or another of its Subsidiaries is bound, or (iii) any material contract to which Xxxxxx or another of its Subsidiaries is bound that, if so violated or breached, would prevent or materially delay the consummation of the Transactions, (c) violate any material Law of any Governmental Authority applicable to Xxxxxx, such Subsidiary or the Station Subsidiary, (d) result in the cancellation, modification, revocation or suspension of any material license or other approval of any Governmental Authority granted to the Company or otherwise used in the business and/or operations of the Station, or (e) result in the imposition or creation of any material Lien upon or with respect to any of the material properties or assets of the Company or of the Station, other than Liens arising under this Agreement or any other Transaction Agreement, under securities Laws of general applicability or Liens created by Berkshire Hathaway or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or any Permits affecting, or relating in any way to, the property, assets or business of Lafite or any of its Subsidiaries or (iv) result in the creation or imposition of any Lien (other than Permitted Lafite Liens) on any rights, property or asset of Lafite or any of its Subsidiaries, with such exceptions, in the case of each of clauses (ii), (iii) and (iv), as have not had, and would not reasonably be expected to have, individually or in the aggregate, a Lafite Material Adverse EffectAffiliates.

Non-Contravention. The execution, delivery and performance by Lafite the Seller HoldCos of this Agreement and the consummation by Lafite the Seller HoldCos of the Transactions transactions contemplated hereby do not and will not (i) contravene, conflict with with, or result in any violation or breach of any provision of the Organizational Documents of Lafiteany of the Seller HoldCos, (ii) assuming compliance with the matters referred to that all consents, approvals, authorizations, permits, declarations, actions, or registrations described in Section 4.04, contravene4.03 have been obtained and all filings and notifications described in Section 4.03 have been made and any waiting periods thereunder have terminated or expired, conflict with or result in a violation or breach of any provision of any Applicable Law or Orderwith respect to the Seller HoldCos, (iii) except as set forth on Section 4.04 of the Disclosure Schedules and assuming that all consents, approvals, authorizations, permits, declarations, actions, or registrations described in Section 4.03 have been obtained and all filings and notifications described in Section 4.03 have been made and any waiting periods thereunder have terminated or expired, require any consent or approval underconsents of, violateapprovals of, conflict authorizations of, permits with, result in filings with, declarations of, actions of, registrations with, or notifications to any breach Person the absence of which would cause, permit or give rise to a right of termination or cancellation, an acceleration of performance required or other change of any right or obligation or the loss of any benefit under, constitute a change of control or default under, or result in the termination or cancellation of, or give to others which any right to receive any payment, right to purchase (including any right of first refusal or right of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each case, with or without notice or lapse of time or both) Seller HoldCo is entitled under any Specified Lafite Contract term, condition or Lafite Lease Agreement to which Lafite provision of any material agreement or other instrument binding upon any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or any Permits affecting, or relating in any way to, the property, assets or business of Lafite or any of its Subsidiaries Seller HoldCo or (iv) result in the creation or imposition of any Lien (other than Permitted Lafite Liens) on any rights, property or other asset of Lafite or any of its SubsidiariesSeller HoldCo, with only such exceptions, in the case of each of clauses (ii), (iii) and through (iv), as have not had, and would not reasonably be expected to haveto, individually or in the aggregate, a Lafite Material Adverse Effect.prevent or materially impair or delay the ability of the Seller HoldCos to consummate the transactions contemplated by this Agreement

Non-Contravention. (f) The execution, execution and delivery and performance by Lafite of this Agreement and by Seller, the consummation by Lafite Seller of the Transactions do and compliance by the Seller with any of the provisions applicable to Seller herein does not and will not (i) contravene, conflict with or result in any violation or breach of any provision of the Organizational Documents of Lafite, (ii) assuming compliance with the matters referred to in Section 4.04, contraveneviolate, conflict with or result in a violation or breach of any provision of any Applicable Law of, or Order, (iii) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change default (or an event which, with notice or lapse of control time or default both, would constitute a default) under, or result in the termination or cancellation of, or give to others any right to receive any paymentaccelerate the performance required by, right to purchase (including any or result in a right of first refusal termination or right of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each case, with or without notice or lapse of time or both) under any Specified Lafite Contract or Lafite Lease Agreement to which Lafite or any of its Subsidiaries is a partyunder, or by which they or any of their respective properties or assets may be bound or affected or any Permits affecting, or relating in any way to, the property, assets or business of Lafite or any of its Subsidiaries or (iv) result in the creation or imposition of any Lien (Lien, other than a Permitted Lafite LiensLien, upon any of the properties or assets of Seller under any of the terms, conditions or provisions of: (i) on any rightsthe certificate of incorporation or bylaws of Seller, property or asset of Lafite or any of its Subsidiariesresolution adopted by Seller Board; (ii) any contract to which Seller is a party; or (iii) subject to obtaining or making the consents, with such exceptionsapprovals, orders, authorizations, registrations, declarations and filings referred to in Section 2.3(b), any Judgment or Law applicable to Seller, other than in the case of each of clauses (ii), ) and (iii) and (iv), as have not had, and would not reasonably be expected to havewhich, individually or in the aggregate, has not had or would not reasonably be expected to have a Lafite Material Adverse Effect.material adverse effect on the ability of Seller to perform its obligations under this Agreement. (g) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Body is necessary to be obtained or made by Seller in connection with Seller’s execution, delivery and performance of this Agreement or the consummation by Seller of the Transactions, except for (i) compliance with and filings pursuant to the HSR Act or any other applicable Antitrust Law, (ii) the filing of a joint voluntary notice with CFIUS pursuant to Exon-Xxxxxx and written confirmation by CFIUS of the successful completion of the Exon-Xxxxxx review and, if applicable, investigation process, (iii) notification to DDTC pursuant to Section 122.4(b) of ITAR, and (iv) any consent, approval, order, authorization, registration, declaration or filing required pursuant to any Contract between Seller or any of its Subsidiaries (other than the Company and the Company Subsidiaries) and a Governmental Body entered into in the ordinary course of business with respect to products and services, and except in the case of this clause (iv) only, where the failure to obtain or take such action, individually or in the aggregate, has not had or would not reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under this Agreement. 2.4

Non-Contravention. Except for the applicable requirements of the HSR Act, applicable filings with FERC, applicable filings under Environmental Laws and environmental Permits which are the subject of Section 3.21, and other consents and approvals described in Part 3.8 of Seller's Disclosure Schedule (the "Seller Consents"), there is no requirement applicable to Seller, Subsidiary 3, either Company or any Ref-Fuel Entity to make any filing with, or to obtain any permit, authorization, consent or approval of, any Governmental Authority as a condition to the lawful consummation of the Transactions. The execution, delivery and performance by Lafite Seller of this Agreement and the execution, delivery and performance by each of Seller and Subsidiary 3 of each and every other agreement, document and instrument to be entered into by it, pursuant hereto, and the consummation by Lafite Seller and Subsidiary 3 of the Transactions Transactions, do not and will not (i) contravene, contravene or conflict with or result in any violation or breach of any provision of the Organizational respective Charter Documents of LafiteSeller, Subsidiary 3, either Company or any Ref-Fuel Entity, and (ii) assuming compliance with that all of the matters referred to in Section 4.04Seller Consents have been obtained, contravene(A) contravene or conflict with, conflict with or result in constitute a violation or breach of of, any provision of any Applicable Law a material Law, Order or Orderdecree binding upon or applicable to Seller, (iii) require any consent or approval underSubsidiary 3, violate, conflict with, result in any breach of either Company or any loss of any benefit underRef-Fuel Entity, or (B) constitute a change of control or default under, or result in the termination or cancellation of, or give rise to others any right to receive any payment, right to purchase (including any right of first refusal or right of first offer or the like) or any right of termination, vestingcancellation or acceleration of any right or obligation of Seller, amendmentSubsidiary 3, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite either Company or any Ref-Fuel Entity under any provision of its Subsidiaries to require Lafite any Contract binding upon Seller, Subsidiary 3, either Company or any of its Subsidiaries to acquire such security) or cancellation (in each caseRef-Fuel Entity, with or including, without notice or lapse of time or both) under any Specified Lafite Contract or Lafite Lease Agreement to which Lafite or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or any Permits affecting, or relating in any way tolimitation, the propertyright of first offer provisions of Section 11.2 of the LLC Agreement, assets which contravention, conflict, violation, default, right of termination, cancellation or business of Lafite or any of its Subsidiaries or (iv) result in the creation or imposition of any Lien (other than Permitted Lafite Liens) on any rights, property or asset of Lafite or any of its Subsidiaries, with such exceptions, in the case of each of clauses (ii), (iii) and (iv), as have not had, and would not reasonably be expected to haveacceleration would, individually or in the aggregate, reasonably be expected to have a Lafite Material Adverse EffectEffect on any Project Partnership or on the Ref-Fuel Entities taken as a whole (excluding the Project Partnerships).

Non-Contravention. The execution, execution and delivery and performance by Lafite Parent of this Agreement and the other agreements contemplated hereby do not, and the consummation by Lafite of the Transactions do not Merger and the other transactions contemplated by this Agreement and thereby and compliance with the provisions of this Agreement and the other agreements contemplated hereby will not (i) contravenenot, conflict with with, or result in any violation or breach of any provision of the Organizational Documents of Lafite, (ii) assuming compliance with the matters referred to in Section 4.04, contravene, conflict with or result in a violation or breach of any provision of any Applicable Law or Order, (iii) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control or default under, or result in the termination or cancellation of, or give to others any right to receive any payment, right to purchase default (including any right of first refusal or right of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each case, with or without notice or lapse of time time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of Parent or any of its Subsidiaries under (other than any Specified Lafite such Lien created as a result of any action taken by the Company), any provision of (a) the Parent Certificate of Incorporation, the Parent Bylaws or the comparable organizational documents 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 the Company set forth in Article 3, (i) any Contract or Lafite Lease Agreement to which Lafite Parent or any of its Subsidiaries is a party, party or by which they any of their respective properties or assets are bound, (ii) any Law or Order, in each case applicable to Parent or any of its Subsidiaries or any of their respective properties or assets may be bound or affected or any Permits affectingassets, or relating in (iii) any way to, the property, assets Authorizations of Parent or business of Lafite or any of its Subsidiaries or (iv) result in the creation or imposition of any Lien (other than Permitted Lafite Liens) on any rights, property or asset of Lafite or any of its Subsidiaries, with such exceptionsother than, in the case of each of clauses clause (ii)b) above, (iii) and (iv)any such conflicts, as have not hadviolations, and defaults, rights, losses or Liens that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Lafite Parent Material Adverse Effect. No Authorization, Order, 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 Parent or any of its Subsidiaries in connection with the execution and delivery of this Agreement and the other agreements contemplated hereby by Parent or the consummation by Parent of the Merger or the other transactions contemplated by this Agreement, except for (A) such filings and other actions required under applicable Canadian Securities Laws and the U.S. Securities Laws (including any state or provincial securities Laws) and the rules and policies of the NYSE, in each case, as are contemplated by this Agreement, including the filing with the SEC of the Joint Information Statement/Circular and Form S-4, (B) the Required Regulatory Approvals, (C) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and (D) any Permits and filings and notifications with respect to which the failure to obtain or make the same would not reasonably be expected to be material to Parent and its Subsidiaries, taken as a whole, or could not reasonably be expected to prevent or significantly impede or materially delay the completion of the Arrangement or the Merger.

Non-Contravention. The execution, execution and delivery and performance by Lafite 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 of its covenants and obligations hereunder and thereunder and the consummation by Lafite the Company of the Transactions transactions contemplated hereby and thereby do not and will not (A) (i) contravene, violate or conflict with or result in any violation or breach of any provision of the Organizational Documents of Lafite, (ii) assuming compliance with the matters referred to in Section 4.04, contravene, conflict with or result in a violation or breach of any provision of any Applicable Law or Order, (iii) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control default (or default under, or result in the termination or cancellation of, or give to others any right to receive any payment, right to purchase (including any right of first refusal or right of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each case, an event which with or without notice or lapse of time or bothboth would become a default) under under, (ii) result in the termination of, or 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 Specified Lafite Contract Person under, (a) the Charter Documents of the Company, (b) the charter, bylaws or Lafite Lease Agreement to which Lafite or other constituent documents of any of its Subsidiaries is a partythe 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 by which they (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 of their respective properties Law or assets may be bound or affected or any Permits affecting, or relating in any way to, Order applicable to the property, assets or business of Lafite Company or any of its Subsidiaries or by which any of their properties or assets are bound, or (ivB) 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 or imposition of any Lien (other than Permitted Lafite Liens) on upon any rights, property of the properties or asset assets of Lafite the Company or any of its Subsidiaries, with such exceptions, except in the case of each of clauses (iiA)(b), (iiiA)(c), (A)(d) and (iv)B) above, as for such violations, conflicts, defaults, terminations, accelerations or Liens which have not had, had and would not reasonably be expected to have, individually or in the aggregate, a Lafite Company Material Adverse Effect.

Non-Contravention. The execution, delivery and performance by Lafite RDE and Merger Sub of this Agreement and the other agreements, instruments and certificates contemplated hereby to which RDE and/or Merger Sub is a party, the consummation by Lafite RDE and Merger Sub of the Transactions transactions contemplated hereby and thereby, and compliance by RDE and Merger Sub with any of the provisions hereof and thereof, do not and will not (ia) contraveneconflict with, conflict with breach or result in any violation or breach of violate any provision of the RDE’s or Merger Sub’s Organizational Documents of LafiteDocuments, (iib) assuming compliance with subject to obtaining the matters Consents from Governmental Authorities referred to in Section 4.043.3 hereof, contraveneconflict with, breach or violate any Law, Order or Consent applicable to RDE, Merger Sub, or any of their respective properties or assets, or (c) (i) violate, conflict with or result in a violation or breach of any provision of any Applicable Law or Orderof, (iiiii) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control default (or default under, or result in the termination or cancellation of, or give to others any right to receive any payment, right to purchase (including any right of first refusal or right of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each casean event which, with or without notice or lapse of time or both, would constitute a default) under any Specified Lafite Contract under, (iii) result in the termination, withdrawal, suspension, cancellation or Lafite Lease Agreement to which Lafite or any of its Subsidiaries is a partymodification of, or by which they or any of their respective properties or assets may be bound or affected or any Permits affecting, or relating in any way to, the property, assets or business of Lafite or any of its Subsidiaries or (iv) accelerate the performance required by RDE or Merger Sub under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation or imposition of any Lien (other than Permitted Lafite Liens) on any rights, property or asset of Lafite or upon any of its Subsidiariesthe properties or assets of RDE or Merger Sub under, with such exceptions(viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any RDE Material Contract, except in the case cases of each of the foregoing clauses (iib) or (c), (iii) and (iv)where the violation, as have not hadbreach, and conflict, default, termination, withdrawal, suspension, cancellation, modification, acceleration, obligation, or failure that would not reasonably be expected to have, individually or in the aggregate, have a Lafite Material Adverse EffectEffect on the ability of RDE or Merger Sub to consummate the transactions contemplated hereby and thereby.

Non-Contravention. The execution, delivery and performance by Lafite of this Agreement Agreement, the consummation of the transactions contemplated herein and in the Registration Statement, the Preliminary Prospectus and the consummation by Lafite Prospectus (including the issuance and sale of the Transactions Securities and the use of the proceeds from the sale of the Securities as described in the Preliminary Prospectus and the Prospectus under the caption “Use of Proceeds”), and compliance by the Triangle Entities with their obligations hereunder have been duly authorized by all necessary corporate or partnership action (as applicable) and do not and will not (i) contravenenot, conflict with or result in any violation or breach of any provision of the Organizational Documents of Lafite, (ii) assuming compliance with the matters referred to in Section 4.04, contravene, conflict with or result in a violation or breach of any provision of any Applicable Law or Order, (iii) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control or default under, or result in the termination or cancellation of, or give to others any right to receive any payment, right to purchase (including any right of first refusal or right of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each case, whether with or without the giving of notice or lapse passage of time or both, (i) under any Specified Lafite Contract conflict with or Lafite Lease Agreement to which Lafite or any of its Subsidiaries is constitute a partybreach of, or by which they default or any of their respective properties or assets may be bound or affected or any Permits affecting, or relating in any way toRepayment Event (as defined herein) under, the property, assets Agreements and Instruments or business of Lafite or any of its Subsidiaries or (iv) result in the creation or imposition of any Lien (other than Permitted Lafite Liens) on lien, charge or encumbrance upon any rights, property or asset assets of Lafite a Triangle Entity pursuant to the terms of the Agreements and Instruments (except to the extent that such breaches, defaults or any of its Subsidiaries, with such exceptions, in the case of each of clauses (ii), (iii) and (iv), as have not had, and creations or impositions would not reasonably be expected to havenot, individually or in the aggregate, be reasonably likely to have a Lafite Material Adverse Effect), (ii) result in any violation of the provisions of the Organizational Documents of either Triangle Entity, each as amended from time to time, or (iii) result in any violation of any statute, law, rule, regulation, filing, judgment, order, injunction, writ or decree applicable to the Triangle Entity or any of its assets, properties or operations (except to the extent that such violations would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by a Triangle Entity, as applicable.

Non-Contravention. The execution, execution and delivery and performance by Lafite of this Agreement do not, and the consummation by Lafite of the Transactions do not transactions contemplated by this Agreement and compliance with the provisions hereof will not (i) contravenenot, conflict with with, or result in any breach or violation or breach of any provision of the Organizational Documents of Lafite, (ii) assuming compliance with the matters referred to in Section 4.04, contravene, conflict with or result in a violation or breach of any provision of any Applicable Law or Order, (iii) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control or default under, or result in the termination or cancellation of, or give to others any right to receive any payment, right to purchase default (including any right of first refusal or right of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each case, with or without notice or lapse of time time, or both) under any Specified Lafite Contract or Lafite Lease Agreement to which Lafite or any of its Subsidiaries is a partyunder, or by which they give rise to a right of termination, cancellation or acceleration of or "put" right with respect to any obligation or to loss of their respective properties or assets may be bound or affected or any Permits affectinga material benefit under, or relating in any way to, the property, assets or business of Lafite or any of its Subsidiaries or (iv) result in the creation or imposition of any Lien (other than Permitted Lafite Liens) on any rights, property or asset of Lafite or upon any of the properties or assets of VISTAGEN under, (i) the Articles of Incorporation or Bylaws, each as amended to date, of VISTAGEN, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to VISTAGEN, its Subsidiariesrespective properties or assets, with such exceptionsor (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to VISTAGEN, its respective properties or assets, other than, in the case of each of clauses (ii), (iii) and (iviii), as have not hadany such conflicts, and would not reasonably be expected to havebreaches, violations, defaults, rights, losses or Liens that individually or in the aggregate, aggregate could not have either a Lafite Material Adverse EffectEffect on VISTAGEN or could not prevent, hinder or delay the ability of VISTAGEN to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required by or with respect to VISTAGEN in connection with the execution and delivery of this Agreement by VISTAGEN or the consummation by VISTAGEN of the transactions contemplated hereby, except, with respect to this Agreement, the filing of the Agreement of Merger and other appropriate merger documents required by the CGCL with the California Secretary of State, and any other appropriate documents with the relevant authorities of other states in which VISTAGEN is qualified to do business.

Non-Contravention. The executionExcept as disclosed in Section 4.2(b) of the Purchaser Disclosure Schedule, the execution and delivery and performance by Lafite Purchaser of this Agreement do not, and the consummation by Lafite of the Transactions do not and transactions contemplated hereby will not (i) contravenenot, conflict with or result in any violation or breach of any provision of the Organizational Documents of Lafite, (ii) assuming compliance with the matters referred to in Section 4.04, contraveneviolate, conflict with or result in a violation or breach of any provision of any Applicable Law or Order, (iii) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control or default under, or result in the termination or cancellation of, or give to others any right to receive any payment, right to purchase constitute a default (including any right of first refusal or right of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each case, with or without notice or lapse of time or both) under under, or result in the termination of, or accelerate the performance required by, or result in a right of payment, termination, cancellation, modification or acceleration of any Specified Lafite Contract obligation under, or Lafite Lease Agreement to which Lafite result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Purchaser or any of its Subsidiaries subsidiaries or, to Purchaser's knowledge, any of its joint ventures (any such violation, conflict, breach, default, right of termination, cancellation or acceleration, loss or creation, a "Purchaser Violation"), under, any provisions of (i) the articles of incorporation, bylaws or similar governing documents of Purchaser or any of its subsidiaries or joint ventures, (ii) subject to obtaining the Purchaser Required Statutory Approvals, any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any Governmental Authority, applicable to Purchaser or any of its subsidiaries or, to Purchaser's knowledge, 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 disclosed in Section 4.2(b) of the Purchaser Disclosure Schedule (the "Purchaser 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 Purchaser or any of its subsidiaries or, to Purchaser's knowledge, any of its joint ventures, is now a party, party or by which they any of them or any of their respective properties or assets may be bound or affected or any Permits affectingaffected, or relating in any way to, excluding from the property, assets or business of Lafite or any of its Subsidiaries or (iv) result in the creation or imposition of any Lien (other than Permitted Lafite Liens) on any rights, property or asset of Lafite or any of its Subsidiaries, with such exceptions, in the case of each of foregoing clauses (ii), ) and (iii) and (iv), as have not had, and such Purchaser Violations that would not reasonably be expected to have, individually or in the aggregate, a Lafite Material Adverse Effectmaterial adverse effect on the ability of Purchaser to perform its obligations under this Agreement or reasonably be expected to delay or otherwise interfere with the obtaining of the Purchaser Required Statutory Approvals or the Seller Required Statutory Approvals.

Non-Contravention. The execution, delivery and performance of the Company Transaction Documents by Lafite of this Agreement the Company, and the consummation by Lafite the Company of the Transactions transactions contemplated hereby and thereby, and compliance with the terms and provisions hereof and thereof, do not and will not not: (ia) contraveneviolate, conflict with or with, result in any violation or a breach of any provision of, or constitute a default (with or without notice, lapse of time or both) under, any provision of the Organizational Documents Company’s governing documents; (b) violate, conflict with, result in the breach of, constitute a default (with or without notice, lapse of Lafitetime or both) under, give rise to any right to change in terms or acceleration, modification, cancelation or termination (iias distinct from any right to terminate, modify or cancel at will without cause pursuant to the terms thereof) assuming compliance with of any material right or obligation of the matters referred Company under, or require any notice, consent, approval, authorization, waiver or action or filing pursuant to, any agreement, obligation or other instrument to in Section 4.04which the Company is a party or by which the Company or any of its properties or assets, contraveneincluding the Transferred Assets, are bound, or cause the creation of any Lien (other than Permitted Liens and Liens arising from acts of Purchaser or any of its Affiliates other than the Closing of the transactions contemplated hereby) upon any of the assets of the Company; (c) violate, conflict with or result in a violation or breach of any provision of any Applicable Law or Order, (iii) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control or default under(whether after the giving of notice, or result in the termination or cancellation of, or give to others any right to receive any payment, right to purchase (including any right of first refusal or right of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each case, with or without notice or lapse of time or both) under under, any Specified Lafite Contract or Lafite Lease Agreement provision of any Laws applicable to which Lafite the Company or any of its Subsidiaries is a partyproperties or assets, including the Transferred Assets; (d) require the Company give any notice to, or by which they make any declaration or any of their respective properties or assets may be bound or affected or any Permits affectingfiling with, or relating in obtain any way toconsent, waiver or approval of, any Governmental Authority or other Person other than pursuant to applicable securities Laws or the propertyrules or regulations of any applicable securities exchange or listing authority; or (e) accelerate any obligation under, assets or business give rise to a right of Lafite termination of, any permit, license or authorization issued by any Governmental Authority that is applicable to the Company or any of its Subsidiaries or (iv) result in the creation or imposition of any Lien (other than Permitted Lafite Liens) on any rightsassets, property or asset of Lafite or any of its Subsidiaries, with such exceptionsexcept, in the case of each of the foregoing clauses (ii), b) through (iii) and (ive), as have not had, and would not reasonably be expected to havenot, individually or in the aggregate, a Lafite Material Adverse Effectreasonably be expected to be material to the Business or the Company.

Non-Contravention. The execution, execution and delivery and performance of the Seller Delivered Agreements by Lafite of this Agreement Seller do not and the consummation by Lafite Seller of the Transactions do transactions contemplated thereby does not and will not (i) contravene, violate or conflict with or result in any violation or breach of any provision of the Organizational Documents Certificate of LafiteIncorporation or Bylaws of Seller, or (ii) assuming compliance except as set forth on Schedule 3.4, violate or conflict with, or result (with the matters referred to in Section 4.04, contravene, conflict with giving of notice or result the lapse of time or both) in a violation of or breach of constitute a default under any provision of any Applicable Law or Order, (iii) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control or default underof, or result in the termination or cancellation of, or give to others any right to receive any payment, right to purchase (including any right of first refusal or right of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing termination of rights or entitlements entitle any party to accelerate or terminate (including any acceleration payments or rights whether after the giving of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each case, with or without notice or lapse of time or both) under ), any Specified Lafite Contract obligation or Lafite Lease Agreement to which Lafite or any of its Subsidiaries is a partybenefit under, or by which they or any of their respective properties or assets may be bound or affected or any Permits affecting, or relating in any way to, the property, assets or business of Lafite or any of its Subsidiaries or (iv) result in the creation or imposition of any Lien upon any of the assets or properties of Seller or require consent, authorization or approval of any person or entity pursuant to any provision of any "Material Contract" (as defined below), "Intellectual Property Agreement" (as defined below), or other than Permitted Lafite Lienslicense granted or issued by any "Governmental Entity" (as defined below) on to Seller, law, ordinance, regulation, policy, order or rule (collectively "Laws"), arbitration award, judgment or decree to which Seller is a party or by which it or its assets or properties are bound and do not and will not violate or conflict with any rights, property other restriction of any kind or asset of Lafite character to which Seller is subject or by which any of its Subsidiaries, with such exceptions, in the case of each of clauses (ii), (iii) and (iv), as have not hadassets or properties may be bound, and would the same does not reasonably and will not constitute a breach of, default under, or an event permitting termination of any Material Contract or Intellectual Property Agreement to which Seller is a party. Except as set forth on Schedule 3.4, no such violation, conflict, default, acceleration, termination, entitlement, creation or imposition of a Lien, regardless of whether it is described on Schedule 3.4, shall cause any damage, additional cost or expense (including any payments or expenses incurred to obtain consents or waivers) to Seller or Purchaser. Except as set forth on Schedule 3.4, Seller believes that it will be expected able to haveobtain (without material additional payment or expense) all consents and waivers necessary to avoid any such violation, individually acceleration, entitlement to accelerate, creation or in the aggregateimposition of a lien, a Lafite Material Adverse Effectcharge, pledge, security interest or other encumbrance, conflict or event.

Non-Contravention. The Except as set forth on Section 3.04 of the Company Disclosure Schedule, the execution, delivery and performance by Lafite the Company of this Agreement do not, and the consummation by Lafite the Company of the Transactions do not and transactions contemplated hereby will not not: (ia) contraveneassuming receipt of the approval of shareholders referred to in Section 3.02 with respect to this Agreement, contravene or conflict with the certificate of incorporation, bylaws or result in any violation or breach of any provision similar organizational documents of the Organizational Documents Company or any of Lafite, its Significant Subsidiaries; (iib) assuming compliance with the matters referred to in Section 4.043.03 with respect to this Agreement, contravene, contravene or conflict with or result in constitute a violation or breach of any provision of any Applicable Law law, regulation, judgment, injunction, order or Order, decree binding upon or applicable to the Company or its Subsidiaries; (iiic) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change default (or an event which with notice, the lapse of control time or default under, or result in the termination or cancellation of, both would become a default) under or give rise to others any right to receive any payment, right to purchase (including any right of first refusal or right of first offer or the like) or any a right of termination, vesting, amendment, modification, cancellation or acceleration of any right or guaranteeing obligation of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite the Company or any of its Subsidiaries or to require Lafite or a loss of any of its Subsidiaries to acquire such security) or cancellation (in each case, with or without notice or lapse of time or both) under any Specified Lafite Contract or Lafite Lease Agreement benefit to which Lafite the Company or any of its Subsidiaries is a partyentitled under any provision of any agreement, contract or by which they or any of their respective properties or assets may be bound or affected or any Permits affecting, or relating in any way to, other instrument binding upon the property, assets or business of Lafite 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 (iviii) 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 (other than Permitted Lafite Liens) on any rights, property or asset of Lafite the Company or any of its Subsidiaries, with except for such exceptionscontraventions, conflicts or violations referred to in the case clause (b) or defaults, rights of each of clauses termination, cancellation or acceleration, losses or Liens referred to in clause (ii), c) or (iiid) and (iv), as have not had, and that would not reasonably be expected to havenot, individually or in the aggregate, have a Lafite Material Adverse Effect.Effect on the Company. For purposes of this Agreement, "

Non-Contravention. The execution, delivery and performance by Lafite Seller and its Subsidiaries of this Agreement and the consummation by Lafite Ancillary Documents to which they are, or as of the Transactions Closing will be, a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not (i) contravene, conflict with or result in any violation or breach of violate any provision of the Organizational Documents of LafiteSeller’s or its Subsidiaries’ respective organizational documents, (ii) assuming compliance with the matters referred to receipt of all consents, approvals, waivers, novations and authorizations and the making of the notices and filings listed in Section 4.04, contravene4.4 or set forth on Seller Schedule 4.4, conflict with or result in a violation or breach of any provision of any Applicable Law of, or Order, (iii) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control or default under, or result in the termination termination, cancellation, modification or cancellation of, or give to others any right to receive any payment, right to purchase acceleration (including any right whether after the filing of first refusal or right of first offer notice or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each case, with or without notice or lapse of time or both) under of any Specified Lafite Contract right or Lafite Lease Agreement obligation of Seller or any of its Subsidiaries under, or result in any right of buy-out by any third party under, or result in a loss of any benefit to which Lafite Seller or any of its Subsidiaries is a partyentitled under, any Material Contract or by which they or any of their respective properties or assets may be bound or affected or any Permits affecting, or relating in any way to, the property, assets or business of Lafite or any of its Subsidiaries or (iv) result in the creation or imposition of any Lien Encumbrance upon any of the Transferred Assets (other than Permitted Lafite LiensEncumbrances), or (iii) assuming the receipt of all consents, approvals, waivers, novations and authorizations and the making of notices and filings listed in Section 4.4 or set forth on Seller Schedule 4.4 or required to be made or obtained by Buyer, conflict with or result in a violation or breach of, or constitute a default under, any rightsLaw to which the Transferred Business is subject, property or asset of Lafite or under any of its SubsidiariesGovernmental Authorizations, with such exceptionsother than, in the case of each of clauses (ii), (iii) and (iviii), as have not hadconflicts, and violations, breaches, defaults, terminations, cancellations, modifications, accelerations, losses or Encumbrances that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Lafite Seller Material Adverse Effect.Effect (disregarding clauses (vi) and

Non-Contravention. The execution, execution and delivery and performance by Lafite of this Agreement and the other Transaction Documents by VMware do not, and the consummation by Lafite VMware of the Transactions do not transactions contemplated hereby and thereby and compliance by VMware with the provisions hereof and thereof will not not, (ia) contraveneconflict with, conflict with or result in any violation of, the VMware Charter or the VMware Bylaws, (b) result in any violation or breach of any provision of the Organizational Documents of Lafite, (ii) assuming compliance with the matters referred to in Section 4.04, contravene, conflict with or result in a violation or breach of any provision of any Applicable Law or Order, (iii) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control or default under, or result in the termination or cancellation of, or give to others any right to receive any payment, right to purchase default (including any right of first refusal or right of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each case, with or without notice or lapse of time time, or both) under under, or give rise to a right of termination, modification, cancellation or acceleration of any Specified Lafite Contract obligation or Lafite Lease Agreement to which Lafite the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties, rights or assets of VMware or any of its Subsidiaries is pursuant to any loan or credit agreement, bond, debenture, note, mortgage, indenture, lease, supply agreement, license agreement, distribution agreement or other contract, agreement or legally binding obligation, commitment or instrument (each, including all amendments thereto, a party, or by which they or any of their respective properties or assets may be bound or affected or any Permits affecting, or relating in any way to, the property, assets or business of Lafite “Contract”) binding upon VMware or any of its Subsidiaries or to which any of their respective properties, rights or assets are subject or (ivc) result in the creation any violation or imposition breach of, or default (with or without notice or lapse of time, or both) under, any Lien (other than Permitted Lafite Liensi) on any rights, property or asset of Lafite Law applicable to VMware or any of its SubsidiariesSubsidiaries or their respective properties, rights or assets or (ii) order, writ, injunction, decree, judgment, decision, award, settlement or stipulation issued, promulgated or entered into by or with such exceptionsany Governmental Entity (each, an “Order”) or permit applicable to VMware or any of its Subsidiaries or their respective properties, rights or assets, other than, in the case of each of clauses (ii), (iiib) and (ivc), as any such conflicts, violations, breaches, defaults, rights of termination, modification, cancellation or acceleration, losses or Liens that, individually or in the aggregate, have not had, had and would not reasonably be expected to have, individually or in the aggregate, have a Lafite VMware Material Adverse Effect.

Non-Contravention. The execution, execution and delivery and performance by Lafite such Signing Seller of this Agreement and each Ancillary Agreement to which it is a party or otherwise bound and the consummation by Lafite such Signing Seller of the Transactions do not Transactions, and compliance by such Signing Seller with any of the provisions hereof and thereof, will not not, (ia) contraveneif such Signing Seller is an entity, conflict with or result in any violation or breach of violate any provision of the Organizational Documents of Lafitesuch Signing Seller’s Governing Documents, (iib) assuming compliance conflict with the matters referred or violate any Law, order or consent applicable to in Section 4.04, contravenesuch Signing Seller or any of its properties or assets or (c) (i) violate, conflict with or result in a violation or breach of any provision of any Applicable Law or Orderof, (iiiii) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control material default (or default under, or result in the termination or cancellation of, or give to others any right to receive any payment, right to purchase (including any right of first refusal or right of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each casean event which, with or without notice or lapse of time or both, would constitute a material default) under any Specified Lafite Contract under, (iii) result in the termination, withdrawal, suspension, cancellation or Lafite Lease Agreement to which Lafite or any of its Subsidiaries is a partymodification of, or by which they or any of their respective properties or assets may be bound or affected or any Permits affecting, or relating in any way to, the property, assets or business of Lafite or any of its Subsidiaries or (iv) result in a right of termination or acceleration under, (v) give rise to any obligation to make payments (including as a penalty) or provide compensation under, (vi) result in the creation or imposition of any Lien (other than Permitted Lafite Liens) on any rights, property or asset of Lafite or upon any of the properties or assets of such Signing Seller under, (vii) give rise to any obligation to obtain any third party consent or provide any notice to any Person or (viii) give any Person the right to declare a default, exercise any remedy, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any Contract to which such Signing Seller is a party or such Signing Seller or its Subsidiariesproperties or assets are otherwise bound, with such exceptions, in except for any deviations from any of the case of each of foregoing clauses (iia), (iiib) and or (iv), as have c) that has not had, had and would not reasonably be expected to have, individually materially impair or in delay the aggregate, a Lafite Material Adverse Effectability of such Signing Seller to consummate the Transactions.

Non-Contravention. The execution, delivery and performance by Lafite any of the Entities of this Agreement or any other Transaction Document to which any of them may be a party, and the consummation by Lafite of the Transactions transactions contemplated hereby and thereby, do not and will not (i) contravene, conflict with or result in any violation or breach of violate any provision of the Organizational Documents certificates of Lafiteformation, limited liability company agreements or other organizational documents of any applicable Entity, (ii) assuming compliance with the matters referred to in Section 4.04receipt of all consents, contraveneapprovals, conflict with or result in a violation or breach waivers and authorizations and the making of any provision the notices and filings set forth on Schedule 4.3(b) of any Applicable Law or Order, (iii) require any consent or approval under, violatethe Disclosure Schedule, conflict with, or result in any the breach of of, or any loss of any benefit under, constitute a change of control or default under, or result in the termination termination, cancellation, modification or cancellation of, or give to others any right to receive any payment, right to purchase acceleration (including any right whether after the filing of first refusal or right of first offer notice or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each case, with or without notice or lapse of time or both) under of any Specified Lafite right or obligation of any applicable Entity under, or result in a loss of any benefit to which any applicable Entity is entitled under, any License or other Contract or Lafite Lease Agreement document to which Lafite or any of its Subsidiaries it is a partyparty to or bound, or by which they or any of their respective properties or assets may be bound or affected or any Permits affecting, or relating in any way to, the property, assets or business of Lafite or any of its Subsidiaries or (iv) result in the creation or imposition of any Lien upon any of the Brand Assets (other than Permitted Lafite Liens), or (iii) assuming the receipt of all consents, approvals, waivers and authorizations and the making of notices and filings set forth on Schedule 4.3(b) of the Disclosure Schedule or required to made or obtained by Buyer or X. Xxxxx, violate or result in a breach of or constitute a default under any rightsLaw to which any applicable Entity is subject, property or asset of Lafite or under any of its SubsidiariesGovernmental Authorization, with such exceptionsother than, in the case of each of clauses the foregoing clause (iiiii), (iii) and (iv)conflicts, as have not hadbreaches, and terminations, defaults, cancellations, accelerations, losses, violations or Liens that would not reasonably be expected to havenot, individually or in the aggregate, a Lafite Material Adverse Effect(A) reasonably be expected to be material to the Company at the Closing, after giving effect to the Pre-Closing Transactions or (B) prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement.

Non-Contravention. The execution, execution and delivery and performance by Lafite of this Agreement by Parent and Sub do not, and the consummation by Lafite of the Transactions do not Offer, the Merger and the other transactions contemplated by this Agreement, including the Financing, and compliance with the provisions of this Agreement will not (i) contravenenot, conflict with with, or result in any violation or breach of any provision of the Organizational Documents of Lafite, (ii) assuming compliance with the matters referred to in Section 4.04, contravene, conflict with or result in a violation or breach of any provision of any Applicable Law or Order, (iii) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control or default under, or result in the termination or cancellation of, or give to others any right to receive any payment, right to purchase default (including any right of first refusal or right of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each case, with or without notice or lapse of time time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of Parent or Sub under (other than any Specified Lafite such Lien created in connection with the Financing), any provision of (a) the certificate of incorporation or bylaws of Parent or the certificate of incorporation or bylaws of Sub or (b) subject to the filings and other matters referred to in the immediately following sentence, (i) any Contract or Lafite Lease Agreement to which Lafite Parent or Sub or any of its their respective Subsidiaries is a party, party or by which they any of their respective properties or assets are bound or (ii) any Law or Judgment, in each case applicable to Parent or Sub or any of their respective Subsidiaries or any of their respective properties or assets may be bound or affected or any Permits affectingassets, or relating in any way to, the property, assets or business of Lafite or any of its Subsidiaries or (iv) result in the creation or imposition of any Lien (other than Permitted Lafite Liens) on any rights, property or asset of Lafite or any of its Subsidiaries, with such exceptionsthan, in the case of each of clauses clause (ii)B) above, (iii) and (iv)any such conflicts, as have not hadviolations, and breaches, defaults, rights, losses or Liens that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Lafite Parent Material Adverse Effect. No consent, approval, order, waiver or authorization of, action or nonaction by, registration, declaration or filing with, or notice to, any Governmental Authority is required to be obtained or made by or with respect to Parent or Sub or any of their respective Subsidiaries in connection with the execution and delivery of this Agreement by Parent and Sub or the consummation by Parent and Sub of the Offer, the Merger or the other transactions contemplated by this Agreement, including the Financing, except for (w) the filing of a premerger notification and report form by Parent and Sub 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 each Foreign Merger Control Law, (x) the filing with the SEC of the Offer Documents, (y) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and (z) such other consents, approvals, orders, waivers, authorizations, actions, nonactions, registrations, declarations, filings and notices the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.

Non-Contravention. The execution, execution and delivery and performance by Lafite MD Holdings of this Agreement and the Ancillary Agreements to which it is a party do not, and the consummation by Lafite of the Transactions do not transactions contemplated by this Agreement and the Ancillary Agreements and compliance with the provisions of this Agreement and the Ancillary Agreements will not (i) contravenenot, conflict with with, or result in any violation or breach of any provision of the Organizational Documents of Lafite, (ii) assuming compliance with the matters referred to in Section 4.04, contravene, conflict with or result in a violation or breach of any provision of any Applicable Law or Order, (iii) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control or default under, or result in the termination or cancellation of, or give to others any right to receive any payment, right to purchase default (including any right of first refusal or right of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each case, with or without notice or lapse of time time, or both) under under, or give rise to a right of termination, cancellation or acceleration of any Specified Lafite Contract obligation or Lafite Lease Agreement to which Lafite the loss of a benefit under, or result in the creation of any Encumbrance upon any of the Assets of MD Holdings, the Company or any of its Subsidiaries is under (other than any such Encumbrance created as a party, or result of any action taken by which they or any of their respective properties or assets may be bound or affected or any Permits affecting, or relating in any way to, the property, assets or business of Lafite XXXX or any of its Subsidiaries Affiliates), any provision of (c) the Organizational Documents of MD Holdings, or (ivd) result subject to the filings and other matters referred to in the creation immediately following sentence, and assuming the accuracy of the representations and warranties of XXXX set forth in Section 6.4, (i) any written Contract to which MD Holdings is a party or imposition by which any of its properties or assets are bound, (ii) any Lien (other than Permitted Lafite Liens) on any rightsLaw, property or asset of Lafite in each case applicable to MD Holdings or any of its Subsidiariesproperties or assets, with such exceptionsor (iii) any Authorizations of MD Holdings, other than, in the case of each of clauses (iib), (iiic) and (iv)d) above, as have not hadany such conflicts, and violations, defaults, rights, losses or Encumbrances that would not reasonably have a Company Material Adverse Effect. Except as set forth on Section 5.5 of the MD Holdings Disclosure Schedules, no consent, approval, order, waiver or authorization of, action or nonaction by, registration, declaration or filing with, or notice to, any Governmental Entity is required to be expected obtained or made by or with respect to haveMD Holdings in connection with the execution and delivery of this Agreement or the Ancillary Agreements to which it is a party by MD Holdings or the consummation by MD Holdings of the transactions contemplated by this Agreement or such Ancillary Agreements, individually except for (A) the filing of a premerger notification and report form by MD Holdings under the HSR Act and (B) such other consents, approvals, orders, waivers, authorizations, actions, nonactions, registrations, declarations, filings and notices the failure of which to be obtained or in the aggregate, made would not have a Lafite Company Material Adverse Effect.

Non-Contravention. The (a) Except as set forth in Schedule 4.6(a), the execution, delivery and performance by Lafite of this Agreement and the Landmark Ancillary Agreements do not, and the consummation by Lafite of the Transactions do not transactions contemplated by this Agreement and the Landmark Ancillary Agreements will not (i) contravenenot, conflict with with, or result in any violation material breach, violation, impairment or breach of any provision of the Organizational Documents of Lafite, (ii) assuming compliance with the matters referred to in Section 4.04, contravene, conflict with or result in a violation or breach of any provision of any Applicable Law or Order, (iii) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control or default under, or result in the termination or cancellation revocation of, or give to others any right to receive any payment, right to purchase default (including any right of first refusal or right of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each case, with or without notice or lapse of time time, or both) under any Specified Lafite Contract or Lafite Lease Agreement to which Lafite or any of its Subsidiaries is a partyunder, or by which they give rise to the creation of a Lien, a right of termination, cancellation, revocation or acceleration of any obligation or loss of their a benefit under (i) the certificate of incorporation and bylaws (or comparable organizational documents) of Purchaser, (ii) any material loan or credit agreement, note, mortgage, indenture, lease, material agreement, concession, franchise, contractual license or similar authorization applicable to Purchaser or its respective properties or assets or by or to which it or any material portion of its assets or properties may be bound or affected subject, (iii) subject to the governmental filings and other matters referred to in Section 4.6(b) below, any Applicable Law applicable to Purchaser or any Permits affectingits respective properties or assets, or relating in any way to, the property, assets or business of Lafite or any of its Subsidiaries or (iv) result in the creation any order, writ, judgment, injunction, award, decree, law, statute, ordinance, rule or imposition regulation of any Lien (other than Permitted Lafite Liens) on any rights, property or asset of Lafite Governmental Entity or any of its Subsidiariesagreement with, with such exceptionsor condition imposed by, any Governmental Entity, in each case, which is binding upon Purchaser or (v) any Permit, other than, in the case of each of clauses (ii), (iii), (iv) and (ivv), as have not hadany such conflicts, and violations, impairments, revocations, defaults, Liens, rights or losses which would not reasonably be expected to havenot, individually or in the aggregate, have a Lafite Material Adverse Effectmaterial adverse effect on the ability of Purchaser to execute and deliver this Agreement, to perform its obligations hereunder or to consummate the transactions contemplated hereby.

Non-Contravention. The execution, delivery and performance by Lafite Seller and its Affiliates of this Agreement and the Ancillary Agreements to which they are a party, and the consummation by Lafite of the Transactions transactions contemplated hereby and thereby (and assuming solely for this purpose that all Contracts Related to the Acquired Business shall constitute Assigned Contracts but, for purposes of Section 6.2(a) only, excluding any Contract that is not an Assigned Contract), do not and will not (ia) contravene, conflict with or result in any violation or breach of violate any provision of the Organizational Documents articles of Lafiteincorporation, bylaws or other organizational documents of Seller or any of its Affiliates, (b) assuming (i) the entry of the [Confirmation]Transaction Order (or the entry of an order pursuant to section 365[(f)] of the Bankruptcy Code authorizing the assumption and, if applicable, assignment of Assigned Contracts), and (ii) assuming compliance the receipt of all consents, approvals, waivers and authorizations and the making of the notices and filings set forth on Schedule 3.4 of the Seller Disclosure Schedule with the matters referred respect to in any Person which is not a Government Entity or Self-Regulatory Organization (which assumption shall not apply to Section 4.04, contravene, conflict with or result in a violation or breach of any provision of any Applicable Law or Order, (iii) require any consent or approval under, violate5.8 and Article VIII), conflict with, or result in any the breach of of, or any loss of any benefit under, constitute a change of control or default under, or result in the termination termination, cancellation, modification or cancellation of, or give to others acceleration of any right to receive any payment, right to purchase (including any right or obligation of first refusal or right of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite Seller or any of its Subsidiaries Affiliates under, or result in a loss of any benefit to require Lafite which Seller or any of its Subsidiaries Affiliates is entitled under, any Contract, or result in the creation of any Encumbrance upon any of the Transferred Assets or give rise to acquire such security) or cancellation (any Purchase Right, in each case, with or without whether after the filing of notice or the lapse of time or both, or (c) assuming the entry of the [Confirmation]Transaction Order and the receipt of all consents, approvals, waivers and authorizations and the making of notices and filings set forth on Schedule 3.4 of the Seller Disclosure Schedule with respect to Government Entities or Self-Regulatory Organizations or required to be made or obtained by Buyer (which assumption shall not apply to Section 5.8 and Article VIII), violate or result in a breach of or constitute a default under any Specified Lafite Contract or Lafite Lease Agreement Law to which Lafite Seller or any of its Subsidiaries Affiliates is a partysubject, or by under any Governmental Authorization, except for (which they or any of their respective properties or assets may be bound or affected or any Permits affecting, or relating in any way to, the property, assets or business of Lafite or any of its Subsidiaries or (iv) result in the creation or imposition of any Lien (other than Permitted Lafite Liens) on any rights, property or asset of Lafite or any of its Subsidiaries, with such exceptionsexception shall not apply to Section 5.8 and Article VIII), in the case of each cases of clauses (ii), (iiib) and (ivc), as have not hadconflicts, and breaches, terminations, defaults, cancellations, accelerations, losses, violations, Encumbrances or Purchase Rights that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Lafite Material Adverse Effect.

Non-Contravention. (c) The execution, execution and delivery and performance by Lafite Buyer of this Agreement and any other Transaction Document to which Buyer is a party and the consummation by Lafite Buyer of the Transactions do does not and will not (i) contravene, conflict with or result in any violation or breach of any provision of the Organizational Documents of Lafite, (ii) assuming compliance with the matters referred to in Section 4.04, contraveneviolate, conflict with or result in a violation or breach of any provision of any Applicable Law of, or Order, (iii) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change default (or an event which, with notice or lapse of control time or default both, would constitute a default) under, or result in the termination or cancellation of, or give to others any right to receive any paymentaccelerate the performance required by, right to purchase (including any or result in a right of first refusal termination or right acceleration under, or give rise to any obligation to make payments or provide compensation under, or result in the creation of first offer any Lien, other than a Permitted Lien, upon any of the properties or assets of Buyer under any of the liketerms, conditions or provisions of: (i) the certificate of incorporation or bylaws of Buyer, or any right resolution adopted by the board of terminationdirectors of Buyer; or (ii) subject to obtaining or making the consents, vestingapprovals, amendmentorders, modificationauthorizations, acceleration registrations, declarations and filings referred to in Section 4.3(b), any Judgment or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries Law applicable to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (Buyer, in each case, with or without notice or lapse of time or both) under any Specified Lafite Contract or Lafite Lease Agreement to which Lafite or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or any Permits affecting, or relating in any way to, the property, assets or business of Lafite or any of its Subsidiaries or (iv) result in the creation or imposition of any Lien (other than Permitted Lafite Liens) on any rights, property or asset of Lafite or any of its Subsidiaries, with such exceptions, in the case of each of clauses (ii), (iii) and (iv), as have not had, and would not reasonably be expected to haveevent which, individually or in the aggregate, would not reasonably be expected to have a Lafite Material Adverse Effect.material adverse effect on the ability of Buyer to consummate the Transactions. (d) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Body is necessary to be obtained or made by Buyer in connection with Buyer’s execution, delivery and performance of this Agreement and each other Transaction Document to which Buyer is a party, or the consummation by Buyer of the Transactions, except for (i) compliance with and filings pursuant to the HSR Act or any other applicable Antitrust Law, (ii) the filing of a joint voluntary notice with CFIUS pursuant to Exon-Xxxxxx and written confirmation by CFIUS of the successful completion of the Exon-Xxxxxx review and, if applicable, investigation process, (iii) notification to DDTC regarding the Transactions and (iv) such other consents, approvals, orders, waivers, authorizations, actions, nonactions, registrations, declarations, filings, permits and notices the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Buyer’s ability to consummate the Transactions. 4.4

Non-Contravention. The execution, delivery and performance by Lafite Seller and its Affiliates of this Agreement Agreement, the Stockholder's Agreement, the Ancillary Agreements to which they are or will be a party and any agreements, instruments and other document relating to the Pre-Signing Restructuring Transactions and the Post-Signing Restructuring Transactions, and the consummation by Lafite of the Transactions transactions contemplated hereby and thereby, did not, do not and will not (ia) contravene, conflict with or result in any violation or breach of violate any provision of the Organizational Documents of LafiteSeller or any of its Affiliates, (iib) assuming compliance with the matters referred to receipt of all consents, approvals, waivers, clearances and authorizations and the making of the notices and filings described in Section 4.04, contravene, conflict with or result in a violation or breach of any provision of any Applicable Law or Order, (iii) require any consent or approval under, violateSchedule 3.4(b), conflict with, or result in any the breach of of, or any loss of any benefit under, constitute a change of control or default under, or result in the termination termination, cancellation, modification or cancellation of, or give to others any right to receive any payment, right to purchase acceleration (including any right whether after the filing of first refusal or right of first offer notice or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each case, with or without notice or lapse of time or both) under of any Specified Lafite Contract right or Lafite Lease Agreement to which Lafite obligation of Seller or any of its Subsidiaries is a partyAffiliates under, or by result in a loss of any benefit to which they or any of their respective properties or assets may be bound or affected or any Permits affecting, or relating in any way to, the property, assets or business of Lafite Seller or any of its Subsidiaries Affiliates is entitled under, any Contract, or (iv) result in the creation or imposition of any Lien Encumbrance upon any of the Transferred Assets or the assets of the Transferred Subsidiaries, except where any of the foregoing would not materially interfere with the continued operation of the Business or (other than Permitted Lafite Liensc) on assuming the receipt of all consents, approvals, waivers, clearances and authorizations and the making of notices, filings and submissions described in Section 3.4(a) or in Schedule 3.4(a) or required to be made or obtained prior to the Closing by Buyer or its Affiliates, violate or result in a breach of or constitute a default under any rights, property or asset of Lafite Law to which Seller or any of its SubsidiariesAffiliates is subject, with or under any Governmental Authorization except where such exceptionsviolation, in the case of each of clauses (ii), (iii) and (iv), as have not had, and breach or default would not reasonably be expected to have, individually or in materially interfere with the aggregate, a Lafite Material Adverse Effectcontinued operation of the Business.

Non-Contravention. The Except with respect to Contracts to be satisfied in full or terminated in connection with the Debt Refinancings, the execution, delivery and performance by Lafite such Seller of this Agreement and each of the Ancillary Agreements to which it is a party do not, and the consummation by Lafite such Seller of the Transactions do not transactions contemplated hereby and thereby will not (ia) contravene, conflict with with, or result in any violation or breach of, the articles of any provision organization or operating agreement of the Organizational Documents of LafiteRTMAC, (iib) assuming compliance with the matters referred to in Section 4.04, contravene, conflict with contravene or result in a violation or breach of any provision of any Applicable Law or Order, (iii) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control or default under, or result in the termination any violation or cancellation breach of, in any material respect, any Laws, Orders or Permits applicable to RTMAC or such Seller or by which any assets of any of RTMAC or such Seller are bound, assuming that all consents, approvals, authorizations, filings and notifications described in Section 2.05, Section 3.03 and Section 4.03 have been obtained or made, (c) result in any violation or breach of, or give to others any right to receive any payment, right to purchase constitute a default (including any right of first refusal or right of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each case, with or without notice or lapse of time or both) under under, (x) any Specified Lafite RTMAC Material Contract or Lafite Lease Agreement (y) any other Contract to which Lafite RTMAC or any of its Subsidiaries such Seller is a party, party or by which they any assets of RTMAC or any of their respective properties or assets may be bound or affected or any Permits affectingsuch Seller are bound, or relating in any way to, the property, assets or business of Lafite or any of its Subsidiaries or (iv) result in the creation or imposition of any Lien (other than Permitted Lafite Liens) on any rights, property or asset of Lafite or any of its Subsidiaries, with such exceptions, in the case of each of clauses this clause (ii)y) any such violation, (iii) and (iv), as have not had, and breach or default that would not reasonably be expected to havebe, individually or in the aggregate, material to RTMAC or such Seller, (d) require any consent, approval or other authorization of, or filing with or notification to, any Person under (x) any RTMAC Material Contract or (y) any other Contract to which RTMAC or such Seller is a Lafite party or by which any assets of RTMAC or such Seller 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 RTMAC or such Seller, (e) give rise to any termination, cancellation, amendment, modification or acceleration of any rights or obligations under (x) any RTMAC Material Adverse EffectContract or (y) any other Contract to which RTMAC or such Seller is a party or by which any assets of RTMAC or such Seller 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 RTMAC or such Seller, or (f) cause the creation or imposition of any Liens (other than Permitted Liens) on any material assets of RTMAC or such Seller.

Non-Contravention. The execution, delivery and performance ----------------- by Lafite Natwest Plc of this Agreement and each Ancillary Agreement to which it is a party and the consummation by Lafite of the Transactions transactions contemplated hereby and thereby do not and will not (i) contravene, conflict with violate the memorandum or result in any violation or breach articles of any provision association of the Organizational Documents Delaware Bank, NBNA or NatWest Plc or the certificate of Lafiteincorporation or bylaws of Holdings, Bancorp, Bancorp NJ, NatWest Insurance or any of the Included Subsidiaries (other than NBNA and the Delaware Bank), (ii) assuming compliance with the matters referred to in Section 4.044.3, contraveneviolate any material law, conflict with statute, code, ordinance, rule, regulation, judgment, injunction, order or result in a violation decree applicable to Holdings, Bancorp, Bancorp NJ, NatWest Insurance or breach any of any provision of any Applicable Law the Included Subsidiaries or Ordertheir respective properties or assets, (iii) require any consent or approval under, violate, conflict with, result in any a breach of any provision of or any the loss of any benefit under, constitute a change of control default (or default under, or result in the termination or cancellation of, or give to others any right to receive any payment, right to purchase (including any right of first refusal or right of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each casean event which, with or without notice or lapse of time or both, would constitute a default) under under, or give rise to any Specified Lafite Contract termination or Lafite Lease Agreement to which Lafite right of termination, cancellation or acceleration of any right or obligation of Holdings, Bancorp, Bancorp NJ, NatWest Insurance or any of its the Included Subsidiaries or a loss of any benefit to which Holdings, Bancorp, Bancorp NJ, NatWest Insurance or any of the Included Subsidiaries is entitled to under any agreement or other instrument or obligation to which Holdings, Bancorp, Bancorp NJ, Holdings, Bancorp, Bancorp NJ, NatWest Insurance or NatWest Insurance any of the Included Subsidiaries is a party, party or by which they or any of their respective properties or assets may be bound or affected or any Permits affectinglicense, franchise, permit or relating in any way toother similar authorization held by Holdings, the propertyBancorp, assets or business of Lafite or any of its Subsidiaries or (iv) result in the creation or imposition of any Lien (other than Permitted Lafite Liens) on any rightsBancorp NJ, property or asset of Lafite or any of its Subsidiaries, with such exceptions, in the case of each of clauses (ii), (iii) and (iv), as have not had, and would not reasonably be expected to have, individually or in the aggregate, a Lafite Material Adverse Effect.Holdings,

Non-Contravention. The execution, delivery and performance by Lafite Buyer of this Agreement and by Buyer and its Subsidiaries of each of the Ancillary Agreements to which Buyer or any of its Subsidiaries is or will be a party, and the consummation by Lafite Buyer and its Subsidiaries of the Transactions transactions contemplated hereunder and thereunder, do not and will not (i) contravene, conflict with or result in any violation or breach of violate any provision of the Organizational Documents of LafiteBuyer or any of its Subsidiaries, (ii) assuming compliance with the matters receipt of all consents, approvals, waivers and authorizations and the making of the notices and filings referred to in Section 4.04, contravene, conflict with or result in a violation or breach of any provision of any Applicable Law or Order, (iii) require any consent or approval under, violate‎Section 4.03, conflict with, or result in any the breach of of, or any loss of any benefit under, constitute a change of control or default under, or result in the termination termination, Encumbrance, cancellation, modification or cancellation of, or give to others acceleration of any right to receive any payment, right to purchase (including any right or obligation of first refusal or right of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite Buyer or any of its Subsidiaries under, or give rise to require Lafite any payment conditioned, in whole or in part, on approval or consummation of the transactions contemplated hereby, or result in a loss of any of its Subsidiaries to acquire such security) or cancellation (in each case, with or without notice or lapse of time or both) under any Specified Lafite Contract or Lafite Lease Agreement benefit to which Lafite Buyer or any of its Subsidiaries is a partyentitled, with or by which they or any without the giving of their respective properties or assets may be bound or affected or any Permits affecting, or relating in any way tonotice, the propertylapse of time or both, assets under any Contract or business of Lafite other agreement or instrument binding upon Buyer or any of its Subsidiaries or to which the property of Buyer or any of its Subsidiaries is subject or (iviii) assuming the receipt of all consents, approvals, waivers and authorizations and the making of notices and filings (A) referred to in ‎Section 4.03 or (B) required to be received or made by any of the Transferred Entities or by Seller of any of its Affiliates, violate or result in the creation a breach of or imposition constitute a default under any Law to which Buyer or any of its Subsidiaries is subject or under any Lien (other than Permitted Lafite Liens) on any rights, property or asset Permit of Lafite Buyer or any of its Subsidiaries, with such exceptionsother than, in the case of each of clauses (ii), (iii) and (iviii), as have not hadany conflict, and breach, default, termination, Encumbrance, cancellation, modification, acceleration or loss that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Lafite Buyer Material Adverse Effect (excluding, for this purpose only, clause (H) of the definition of Material Adverse Effect).

Non-Contravention. The execution, execution and delivery and performance by Lafite of this Agreement by each of Parent, HPC Merger Sub and Xxxxxx Merger Sub and the consummation by Lafite each of Parent, HPC Merger Sub and Xxxxxx Merger Sub of the Transactions transactions contemplated hereby do not and will not (ia) contravene, conflict with or result in any a violation or breach of any provision of the Organizational Documents any of LafiteParent’s, HPC Merger Sub’s or Xxxxxx Merger Sub’s Governing Documents, (iib) conflict with or result in a violation of any provision of, or constitute (with or without the giving of notice or the passage of time or both) a default under, or give rise (with or without the giving of notice or the passage of time or both) to any right of termination, cancellation, or acceleration under, any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent, HPC Merger Sub or Xxxxxx Merger Sub is a party or by which Parent, HPC Merger Sub, Xxxxxx Merger Sub or any of their properties or assets may be bound, (c) result in the creation or imposition of any Lien on any of the properties or other assets of Parent, HPC Merger Sub or Xxxxxx Merger Sub, or (d) assuming compliance with the matters referred to in Section 4.044.4, contraveneviolate any applicable Law binding upon Parent, conflict with HPC Merger Sub or result in a violation or breach of any provision of any Applicable Law or OrderXxxxxx Merger Sub, (iii) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control or default under, or result in the termination or cancellation of, or give to others any right to receive any payment, right to purchase (including any right of first refusal or right of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each case, with or without notice or lapse of time or both) under any Specified Lafite Contract or Lafite Lease Agreement to which Lafite or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected or any Permits affecting, or relating in any way to, the property, assets or business of Lafite or any of its Subsidiaries or (iv) result in the creation or imposition of any Lien (other than Permitted Lafite Liens) on any rights, property or asset of Lafite or any of its Subsidiaries, with such exceptions, except in the case of each of clauses (iib), (iiic) and (iv)d) above, as have not hadfor any such conflicts, and violations, defaults, terminations, cancellations, accelerations, losses, creations or impositions of Liens that would not reasonably be expected to havenot, individually or in the aggregate, a Lafite Material Adverse Effectprevent or materially delay the consummation of the transactions contemplated by this Agreement or the ability of Parent and the Merger Subs to fully perform their respective covenants and obligations under this Agreement.

Non-Contravention. The Assuming the satisfaction of the conditions set ----------------- forth in ARTICLE III and compliance with the applicable requirements for consents, approvals, authorizations, permits or filings referred to in this Section 5.4, no consent, approval, authorization or permit of, or filing with or notification to, any Governmental Body, domestic or foreign, or of any other Person is required to be made or obtained by Seller or its Subsidiaries in connection with the execution, delivery delivery, and performance by Lafite of this Agreement and the consummation by Lafite of the Transactions do not and will not transactions contemplated hereby except (i) contraveneapprovals of the Bankruptcy Court, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications would neither (x) prevent or materially delay the consummation by Sellers and its Subsidiaries of the transactions contemplated by this Agreement nor (y) individually or in the aggregate, constitute or be reasonably expected to constitute a Seller Material Adverse Effect. With respect to each of Seller and its Subsidiaries, neither the execution, delivery, or performance of this Agreement by such entity, nor the consummation of the transactions contemplated hereby by such entity, nor compliance with any of the provisions hereof by such entity, will (a) conflict with or result in any violation or breach of any provision provisions of the Organizational Documents certificate of Lafiteincorporation or bylaws of such entity, (iib) assuming compliance with the matters referred to in Section 4.04, contravene, conflict with or result in a violation or breach of any provision of any Applicable Law or Order, (iii) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control or default under, or result in the termination or cancellation of, or constitute (with or without due notice or lapse of time) a default (or give rise to others any right to receive any payment, right to purchase (including any right of first refusal or right of first offer or the like) or any right of termination, cancellation, acceleration, vesting, amendmentpayment, modificationexercise, acceleration suspension, or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each case, with or without notice or lapse of time or bothrevocation) under any Specified Lafite of the terms, conditions, or provisions of any Designated Contract or Lafite Lease Agreement to which Lafite or any of its Subsidiaries such entity is a party, party or by which they or any of their respective properties or assets such entity, the Acquired Assets and Acquired Business may be bound or affected or affected, (c) violate any Permits affectingorder, writ, injunction, decree, statute, rule, or relating in any way toregulation applicable to such entity or its properties or assets, the property, assets or business of Lafite or any of its Subsidiaries or (ivd) result in the creation or imposition of any Lien (other than Permitted Lafite Liens) on any rightsAcquired Asset of such entity, property or asset (e) cause the suspension or revocation of Lafite any permit, license, governmental authorization, consent, or any of approval necessary for such entity to conduct its Subsidiaries, with such exceptions, in the case of each of clauses (ii), (iii) and (iv), business as have not had, and would not reasonably be expected to have, individually or in the aggregate, a Lafite Material Adverse Effectcurrently conducted.

Non-Contravention. The Neither the execution, delivery and performance by Lafite the Purchaser of this Agreement and nor the consummation by Lafite the Purchaser of the Transactions do not and transactions contemplated hereby, nor compliance by the Purchaser with any of the provisions of this Agreement, will not (i) contravene, conflict with or result in any violation or breach of any provision of the Organizational Documents of Lafite, (ii) assuming compliance with the matters referred to in Section 4.04, contravene, conflict with or result in a violation or breach of any provision of any Applicable Law or Order, (iii) require any consent or approval under, violate, conflict with, or result in any a breach of any provision of, or any loss of any benefit under, constitute a change default (or an event which, with notice or lapse of control time or default both, would constitute a default) under, or result in the termination or cancellation of, or give to others any right to receive any paymentaccelerate the performance required by, right to purchase (including any or result in a right of first refusal termination or right acceleration of, or result in the creation of, any Lien upon any of first offer the properties or assets of the Purchaser or any “significant subsidiary” (“Significant Subsidiary”) within the meaning of Rule 1-02(w) of Regulation S-X under the Securities Act of 1933, as amended, under any of the terms, conditions or provisions of (A) the Purchaser’s Amended and Restated Certificate of Incorporation (as amended by Certificate of Designations with respect to 7.25% Mandatory Convertible Preferred Stock, Series F, dated March 23, 2010, and the Certificate of Elimination of the Series A Participating Cumulative Preferred Stock, Series D Non-Voting Contingent Convertible Preferred Stock and Fixed Rate Cumulative Perpetual Preferred Stock, Series E, dated April 26, 2010) or bylaws (or similar governing documents) or the likecertificate of incorporation, charter, bylaws or other governing instrument of any Significant Subsidiary or (B) assuming, with respect to the Debenture Sale, the satisfaction of the Replacement Capital Requirement, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Purchaser or any right of terminationSignificant Subsidiary is a party or by which it or any Significant Subsidiary may be bound, vesting, amendment, modification, acceleration or guaranteeing of rights to which the Purchaser or entitlements (including any acceleration payments or rights of a holder of a security of Lafite Significant Subsidiary or any of its Subsidiaries to require Lafite the properties or assets of the Purchaser or any of its Subsidiaries to acquire such securitySignificant Subsidiary may be subject, or (ii) violate any law, statute, ordinance, rule or cancellation (in each caseregulation, with or without notice or lapse of time or both) under any Specified Lafite Contract or Lafite Lease Agreement to which Lafite permit, concession, grant, franchise or any of its Subsidiaries is a partyjudgment, ruling, order, writ, injunction or by which they decree applicable to the Purchaser or any Significant Subsidiary or any of their respective properties or assets may be bound or affected or any Permits affecting, or relating in any way to, the property, assets or business of Lafite or any of its Subsidiaries or (iv) result in the creation or imposition of any Lien (other than Permitted Lafite Liens) on any rights, property or asset of Lafite or any of its Subsidiaries, with such exceptionsexcept, in the case of each of clauses (i)(B) and (ii), (iii) and (iv), as have not had, and would not reasonably be expected to havefor those occurrences that, individually or in the aggregate, have not had and would not be reasonably likely to have a Lafite Purchaser Material Adverse Effect.

Non-Contravention. The executionExcept as otherwise described in Schedule 4.4, the execution and delivery by ParentCo, Kernel, Kernel Merger Sub and performance by Lafite AIRO Merger Sub of this Agreement and each Ancillary Document to which they are a party, the consummation by Lafite ParentCo, Kernel, Kernel Merger Sub and AIRO Merger Sub of the Transactions do not transactions contemplated hereby and thereby, and compliance by ParentCo, Kernel, Kernel Merger Sub and AIRO Merger Sub with any of the provisions hereof and thereof, will not (ia) contraveneconflict with or violate any provision of ParentCo’s, Kxxxxx’s, Kernel Merger Sub’s and AIRO Merger Sub’s Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 4.3 hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or result in violate any violation Law, Order or breach Consent applicable to ParentCo, Kernel, Kernel Merger Sub and AIRO Merger Sub or any of any provision of the Organizational Documents of Lafitetheir properties or assets, or (iic) assuming compliance with the matters referred to in Section 4.04, contravene(i) violate, conflict with or result in a violation or breach of any provision of any Applicable Law or Orderof, (iiiii) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a change of control default (or default under, or result in the termination or cancellation of, or give to others any right to receive any payment, right to purchase (including any right of first refusal or right of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration or guaranteeing of rights or entitlements (including any acceleration payments or rights of a holder of a security of Lafite or any of its Subsidiaries to require Lafite or any of its Subsidiaries to acquire such security) or cancellation (in each casean event which, with or without notice or lapse of time or both, would constitute a default) under any Specified Lafite Contract under, (iii) result in the termination, withdrawal, suspension, cancellation or Lafite Lease Agreement to which Lafite or any of its Subsidiaries is a partymodification of, or by which they or any of their respective properties or assets may be bound or affected or any Permits affecting, or relating in any way to, the property, assets or business of Lafite or any of its Subsidiaries or (iv) accelerate the performance required by Kernel under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation or imposition of any Lien (other than Permitted Lafite Liens) on any rights, property or asset of Lafite or upon any of its Subsidiariesthe properties or assets of Kernel under, with such exceptions(viii) give rise to any obligation to obtain any third party Consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the case maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of each the terms, conditions or provisions of, any Kernel Material Contract, except for any deviations from any of the foregoing clauses (iia), (iiib) and or (iv), as have not had, and c) that would not reasonably be expected to have, individually or in the aggregate, have a Lafite Material Adverse EffectEffect on ParentCo, Kernel, Kernel Merger Sub or AIRO Merger Sub.