Common use of Noncontravention Clause in Contracts

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither the execution and delivery of this Agreement, nor consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation or By-laws of Seller or (ii) conflict with, result in breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller is a party or by which Seller is bound or to which Seller or its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither the The execution and delivery of this AgreementAgreement and the sale and delivery of the Securities to be sold by the Selling Shareholder and the consummation of the transactions contemplated herein and compliance by the Selling Shareholder with its obligations hereunder do not and will not, nor whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any tax, lien, charge or encumbrance upon the Securities to be sold by the Selling Shareholder or any property or assets of the Selling Shareholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder may be bound, or to which any of the property or assets of the Selling Shareholder is subject (except for such conflicts, breaches, defaults or taxes, liens, charges or encumbrances that would not, singly or in the aggregate, result in a material adverse effect on the consummation of the transactions contemplated hereby), nor will such action result in any violation of (iA) violate the provisions of the charter or by-laws or other organizational instrument of the Selling Shareholder, if applicable, or (B) any constitutionapplicable treaty, law, statute, regulation, rule, injunctionregulation, judgment, order, decree, ruling, charge, writ or other restriction decree of any government, governmental agencygovernment instrumentality or court, domestic or court to which Seller is subject foreign, having jurisdiction over the Selling Shareholder or any provision of its properties, except in the Certificate case of Incorporation clause (B) for such violations that would not, singly or By-laws of Seller or (ii) conflict within the aggregate, result in breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller is a party or by which Seller is bound or to which Seller or its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the condition (financial or otherwise) consummation of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementhereby.

Noncontravention. Except as set forth in Schedule 4(d) hereto, Subject to the Knowledge receipt of SellerStockholder Approval and the filing of the Certificate of Merger as required by the GCL, neither the execution and delivery by the Company of this Agreement, nor the consummation by the Company of the transactions contemplated hereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate certificate of Incorporation incorporation or By-laws bylaws of Seller the Company, as amended to date, (b) require on the part of the Company any filing with, or any permit, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (iia “Governmental Entity”), except for such permits, authorizations, consents and approvals for which the Company is obligated to use its Reasonable Best Efforts (as defined in Section 4.1), to obtain pursuant to Section 4.2(a), (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party Party the right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, instrument, contract or other arrangement instrument to which Seller the Company is a party or by which Seller the Company is bound or to which Seller or its any of their assets is subject (or result in the imposition of any Security Interest upon any of its assets)subject, except where the violation, for (i) any conflict, breach, default, acceleration, termination, modificationmodification or cancellation in any contract or instrument set forth in Section 2.4 of the Disclosure Schedule, cancellationfor which the Company is obligated to use its Reasonable Best Efforts to obtain waiver, failure consent or approval pursuant to give noticeSection 4.2(b), (ii) any conflict, breach, default, acceleration, termination, modification or Security Interest cancellation which would not have a material adverse effect on Company Material Adverse Effect and would not adversely affect the condition (financial or otherwise) consummation of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(dhereby or (iii) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, consent or to obtain any authorization, consent, or approval waiver the absence of which would not have a material adverse effect on Company Material Adverse Effect and would not adversely affect the condition (financial or otherwise) consummation of Seller or on the ability of the Parties to consummate the transactions contemplated by hereby, (d) result in the imposition of any Security Interest (as defined below) upon any assets of the Company or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its properties or assets. For purposes of this Agreement: “Security Interest” means any mortgage, pledge, security interest, encumbrance, charge or other lien (whether arising by contract or by operation of law), other than (i) mechanic’s, materialmen’s, and similar liens, (ii) liens arising under worker’s compensation, unemployment insurance, social security, retirement, and similar legislation, and (iii) liens on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the Ordinary Course of Business (as defined below) of the Company and not material to the Company; and “Ordinary Course of Business” means the ordinary course of the Company’s business, consistent with past custom and practice (including with respect to frequency and amount).

Noncontravention. Except as set forth in Schedule 4(d) hereto, to Neither the Knowledge execution and the delivery of Seller, neither this Agreement by such Seller nor the execution and delivery by such Seller of this Agreementthe other Transaction Documents to which such Seller is a party, nor the consummation of the transactions contemplated herebyhereby or thereby, will (i) violate any constitution, statute, regulationregulation or rule of any Authority to which such Seller is subject (except for violations which would not have a Material Adverse Effect or prevent or materially delay the consummation of the transactions contemplated hereby), rule, (ii) violate any injunction, judgment, order, decree, ruling, charge, decree or other restriction ruling of any government, governmental agency, or court Authority to which such Seller is subject or any provision of the Certificate of Incorporation or By-laws of Seller or (iiiii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, modify or cancel, or require any notice under any agreement, contract, lease, license, instrument, license or other arrangement instrument to which such Seller is a party or by which such Seller is bound or to which Seller or its any of such Seller's assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementsubject. Except as set forth in Schedule 4(dunder Section 3A(c) heretoof the Disclosure Schedule, such Seller does is not need required to give any notice to, make any filing with, or obtain any authorization, consent, consent or approval of any government or governmental agency Authority in order for the Parties such Seller to consummate the transactions contemplated by this Agreement, except where Agreement or this Agreement or the failure other Transaction Documents to give notice, which such Seller is a party. With respect to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwisesuch disclosures listed in Section 3A(c) of the Disclosure Schedule, the Seller or on shall, prior to the ability of the Parties Closing Date, perform all acts necessary to consummate the transactions contemplated by this AgreementAgreement or the other Transaction Documents to which such Seller is a party.

Noncontravention. Except Other than as set forth in Schedule 4(don §3(b) hereto, to of the Knowledge of SellerDisclosure Schedule, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will shall (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, decree or other restriction ruling of any government, governmental agency, agency or court to which Seller any of the Sellers, the Company or its Subsidiaries is subject or any provision of the Certificate Constitutive Documents of Incorporation any of the Sellers, the Company or By-laws of Seller its Subsidiaries or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, modify or cancel, or require any notice or consent under any agreement, contract, lease, license, instrument, license or other arrangement instrument to which Seller any of the Sellers, the Company or any of its Subsidiaries is a party or by which Seller is any of them are bound or to which Seller or its assets is subject (or result in the imposition of any Security Interest upon any of its assets)their assets are subject, except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, cancellation or failure to give notice, or Security Interest notice would not have a Material Adverse Effect or a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties Sellers, the Company or any of its Subsidiaries to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) heretofor applicable requirements of Competition Laws, Seller does not need including the Xxxx-Xxxxx-Xxxxxx Act and the EC Merger Regulation, none of the Sellers, the Company or its Subsidiaries is required to give any notice to, make any filing with, or obtain any authorization, consent, consent or approval of any government or governmental agency in order for the Parties Sellers and the Company to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, file or to obtain any authorization, consent, consent or approval would not have a Material Adverse Effect or a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties Sellers or the Company to consummate the transactions contemplated by this Agreement.

Noncontravention. Except as set forth in on Schedule 4(d) hereto, to the Knowledge of Seller2(c), neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will hereby will: (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller the Company is subject or any provision of the Certificate Articles of Incorporation Incorporation, as amended or By-laws Laws of Seller the Company, as amended; or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller the Company is a party or by which Seller it is bound or to which Seller or any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the condition (Business, financial condition, operations, results of operations, or otherwise) future prospects of Seller the Company or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto2(c), Seller Company does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, Agreement except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (business, financial condition, operations, results of operations, or otherwise) future prospects of Seller the Company or on the ability of the Parties to consummate the transactions contemplated by this Agreement.

Noncontravention. Except Subject to receipt of Stockholder Approval and the filing of the Articles of Merger as set forth in Schedule 4(d) hereto, to required by the Knowledge of SellerBCA, neither the execution and delivery by the Company of this Agreement, nor the consummation by the Company of the transactions contemplated hereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate certificate of Incorporation incorporation or By-laws bylaws of Seller the Company, as amended to date, (b) require on the part of the Company any filing with, or any permit, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (iia “Governmental Entity”), except for such permits, authorizations, consents and approvals for which the Company is obligated to use its Reasonable Best Efforts (as defined below) to obtain pursuant to Section 4.2(a), (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, instrument, contract or other arrangement instrument to which Seller the Company is a party or by which Seller the Company is bound or to which Seller or any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets)subject, except where the violation, for (i) any conflict, breach, default, acceleration, termination, modificationmodification or cancellation in any contract or instrument set forth in Section 2.4 of the Disclosure Schedule, cancellationfor which the Company is obligated to use its Reasonable Best Efforts to obtain waiver, failure consent or approval pursuant to give noticeSection 4.2(b), (ii) any conflict, breach, default, acceleration, termination, modification or Security Interest cancellation which would not have a material adverse effect on Company Material Adverse Effect and would not adversely affect the condition (financial or otherwise) consummation of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(dhereby or (iii) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, consent or to obtain any authorization, consent, or approval waiver the absence of which would not have a material adverse effect on Company Material Adverse Effect and would not adversely affect the condition (financial or otherwise) consummation of Seller or on the ability of the Parties to consummate the transactions contemplated by hereby, (d) result in the imposition of any Security Interest (as defined below) upon any assets of the Company or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its properties or assets. For purposes of this Agreement: “Security Interest” means any mortgage, pledge, security interest, encumbrance, charge or other lien (whether arising by contract or by operation of law), other than (i) mechanic’s, materialmen’s, and similar liens, (ii) liens arising under worker’s compensation, unemployment insurance, social security, retirement, and similar legislation, and (iii) liens on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the Ordinary Course of Business (as defined below) of the Company and not material to the Company; and “Ordinary Course of Business” means the ordinary course of the Company’s business, consistent with past custom and practice (including with respect to frequency and amount).

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and the delivery of this Agreement, nor the consummation of the transactions Transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, charge or other restriction of any government, governmental agency, Governmental or Regulatory Body or court to which Seller any of the Company and its Subsidiaries is subject subject, including, without limitation, Section 203 of the DGCL, or any provision of the Certificate certificate of Incorporation incorporation or By-laws bylaws of Seller any of the Company and its Subsidiaries or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party Party the right to accelerate, terminate, modify, or cancel, cancel or require any notice under any agreement, contract, lease, license, instrument, or other arrangement Contract to which Seller any of the Company and its Subsidiaries is a party or by which Seller it is bound or to which Seller or any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets)subject, except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, cancellation or failure to give notice, or Security Interest notice would not have a Material Adverse Effect or a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementTransactions. Except Other than in connection with the provisions of the HSR Act, the DGCL, the Securities Exchange Act, the Securities Act, the state securities laws, and as set forth in on Schedule 4(d) hereto3(d), Seller does not need none of the Company and its Subsidiaries needs to give any notice to, make any filing with, or obtain any authorization, consent, consent or approval of any government Governmental or governmental agency Regulatory Body in order for the Parties to consummate the transactions contemplated by Transactions or execute, deliver and perform its obligations under this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, consent or approval would not have a Material Adverse Effect or a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementTransactions.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and the delivery of this AgreementAgreement or the Ancillary Agreements, nor the consummation of the transactions contemplated hereby, hereby or thereby will (i) violate or conflict in any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of way with any government, governmental agency, or court applicable Law to which the Seller is subject or any provision of the Certificate of Incorporation or By-laws of Seller or (ii) conflict with, result in breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which subject. The Seller is a party or by which Seller is bound or to which Seller or its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency Governmental Authority in order for the Parties to consummate the transactions contemplated by this AgreementAgreement and in order that such transactions not constitute a breach or violation of, except where or result in a right of termination or acceleration or any Lien on the failure Seller’s assets pursuant to the provisions of, any Contract or Permit. Neither the execution and the delivery of this Agreement or the Ancillary Agreements, nor the consummation of the transactions contemplated hereby or thereby will conflict with, result in a breach of, constitute a default under (with or without notice or lapse of time, or both), result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, require any notice under, or result in the creation of any Lien upon any asset of the Seller pursuant to the terms of, any Contract to which the Seller is a party or by which the Seller is bound or to which any of the Seller’s assets are subject. The Seller is not required to not required to give noticeany notice to, to filemake any filing with, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial of any Governmental Authority or otherwise) of Seller or on the ability of any other Person in order for the Parties to consummate the transactions contemplated by this AgreementAgreement and in order that such transactions not constitute a breach or violation of, or result in a right of termination or acceleration or any encumbrance on the Seller’s assets pursuant to the provisions of, any Contract or Permit.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller any of TFSB, TFSI and TFS is subject or any provision of the Certificate charter, memorandum of Incorporation association, bylaws or Byby-laws of Seller TFSB, TFSI or TFS or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, that would have a Material Adverse Effect or require any notice where the failure to provide notice would have such a Material Adverse Effect, under any agreement, contract, lease, license, instrument, or other arrangement to which Seller TFSB, TFSI or TFS is a party or by which Seller it is bound or to which Seller or any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where . Other than in connection with the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability provisions of the Parties to consummate Securities Exchange Act and the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) heretostate securities laws, Seller TFSB, TFSI or TFS does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement. CONFIDENTIAL March 30, except where 2005 lease, license, instrument, or other arrangement to which TFSB, TFSI or TFS is a party or by which it is bound or to which any of its assets is subject (or result in the failure imposition of any Security Interest upon any of its assets). Other than in connection with the provisions of the Securities Exchange Act and the state securities laws, TFSB, TFSI or TFS does not need to give noticeany notice to, to filemake any filing with, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial of any government or otherwise) of Seller or on the ability of governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to To the Knowledge of Sellerany director or officer of the Buyer, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller either the Buyer or the Transitory Subsidiary is subject or any provision of the Certificate charter or bylaws of Incorporation either the Buyer or By-laws of Seller the Transitory Subsidiary or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller either the Buyer or the Transitory Subsidiary is a party or by which Seller it is bound or to which Seller or any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets)subject, except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, or failure to give notice, or Security Interest notice would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth To the Knowledge of any director or officer of the Buyer, and other than in Schedule 4(d) heretoconnection with the provisions of the Delaware General Corporation Law, Seller does not need the Securities Exchange Act, the Securities Act, and the state securities laws, neither the Buyer nor the Transitory Subsidiary needs to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement.

Noncontravention. Except Subject to receipt of the Target Stockholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as set forth in Schedule 4(d) hereto, to required by the Knowledge State of SellerWyoming, neither the execution and delivery of this AgreementAgreement by the Target, nor the consummation by the Target of the transactions contemplated hereby, will will: (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate Target Charter or the Bylaws; (b) require on the part of Incorporation the Target any filing with, or By-laws any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of Seller or the Target’s participation in the transactions contemplated hereby, (ii) those required to be made by the Company or the Merger Sub, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on the Target; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreementcontract listed in Section 3.4 of the Target Disclosure Letter, contractexcept for any conflict, leasebreach, licensedefault, instrumentacceleration, right to accelerate, termination, modification, cancellation, notice, consent or other arrangement waiver that would not reasonably be expected to which Seller is have a party or by which Seller is bound or to which Seller or its assets is subject Material Adverse Effect on the Target; (or d) result in the imposition of any Security Interest upon any assets of the Target; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Target, any of its properties or assets), except where the violationother than such conflicts, conflictviolations, breachdefaults, defaultbreaches, acceleration, termination, modification, cancellation, failure cancellations or accelerations referred to give notice, or Security Interest in clauses (a) through (e) (inclusive) hereof which would not have a material adverse effect Material Adverse Effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementTarget.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither the The execution and delivery of this AgreementAgreement and the documents contemplated hereby to be executed by Buyer do not, nor and compliance by Buyer with the terms hereof and thereof and consummation by Buyer of the transactions contemplated herebyhereby and thereby will not, will (ia) to Buyer’s knowledge, violate or conflict with any constitutionexisting term or provision of any Law applicable to Buyer or any Order of any Governmental Body applicable to Buyer; (b) conflict with or result in a breach of or default under any of the terms, statuteconditions or provisions of the certificate of incorporation, regulation, rule, injunction, judgment, order, decree, ruling, chargebylaws or any other organizational documents of Buyer or any Contractual Obligation to which Buyer, or other restriction of any government, governmental agency, or court to by which Seller is subject Buyer or any provision of the Certificate Assets of Incorporation or By-laws of Seller or Buyer may be bound; (iic) conflict with, result in breach of, constitute a default under, result in the creation or imposition of any Lien upon any of the Buyer’s Assets or Retrophin Common Stock; (d) give to others any right of termination, cancellation, acceleration of, create or modification in or with respect to any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement Contractual Obligation to which Seller Buyer is a party or otherwise subject, or by which Seller is Buyer, the Buyer’s Assets or Retrophin Common Stock may be bound or subject; or (e) breach any fiduciary duty owed by Buyer to which Seller or its assets is subject (or result in any Person. The execution and delivery by Buyer of this Agreement and the imposition documents contemplated hereby to be executed by Buyer, compliance by Buyer with the terms hereof and thereof and consummation by Buyer of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does hereby and thereby do not need require Buyer to make any declaration or give any notice to, make any filing with, or registration with or obtain any authorization, consent, approval or approval action of any government Governmental Body or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementother Person.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and the delivery of this AgreementAgreement or the Ancillary Agreements, nor the consummation of the transactions contemplated herebyhereby and thereby (including the assignments and assumptions referred to in Section 1(e) above), will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, rulingstipulation, injunction, charge, or other restriction of any government, governmental agency, or court to which the Seller is subject or any provision of the Certificate partnership agreement of Incorporation the Seller, which will encumber or By-laws of Seller have a material adverese effect on the assets and rights to be transferred hereunder; or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or third party consent under any agreement, contract, lease, sublease, license, instrumentsublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest, or other agreement, arrangement to which the Seller is a party or by which Seller it is bound or to which Seller or any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, which will encumber or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on assets and rights to be transferred hereunder; provided, however, that the ability assignment and assumption of the Parties Lease and the Assumed Contracts may require consent of the other party thereto to consummate be effective. Other than with respect to the transactions contemplated by this Agreement. Except as set forth Assignment Application described in Schedule 4(dSection 4(b) hereto, the Seller does not need to give any notice to, make any filing with, or obtain any authorizationLicenses, consent, or approval of any court or government or governmental agency in order for the Parties to consummate enter into this agreement or the transactions contemplated by this Agreement, except where the failure to give notice, to file, Ancillary Agreements or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementAgreement or the Ancillary Agreements (including the assignments and assumptions referred to in Section 1(e) above).

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated herebyhereby (including the assignments and assumptions referred to in Section 2 above), will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, charge or other restriction of any government, governmental agency, agency or court to which Seller Seller, the Shareholders or the Acquired Assets is subject or any provision of the Certificate of Incorporation charter or By-laws bylaws of Seller or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, modify or cancel, or require any notice under any agreement, contract, lease, license, instrument, Lien, Security Interest or other arrangement to which Seller is a party or by which Seller it is bound or to which Seller or any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets), ) except where the such violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, notice or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller Acquired Assets, the Business or on the ability of the Parties Seller to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, consent or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where Agreement (including the failure assignments and assumptions referred to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementin Section 2 above).

Noncontravention. Except as set forth in Schedule 4(d) hereto, to To the Knowledge of Sellerany director or officer of both Cyclo and WTI, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller WTI or Cyclo is subject or any provision of the Certificate articles of Incorporation incorporation or By-laws bylaws of Seller WTI or Cyclo or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller WTI or Cyclo is a party or by which Seller it is bound or to which Seller or any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the financial condition (financial or otherwise) of Seller WTI taken as a whole or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth To the Knowledge of any director or officer of WTI or Cyclo, and other than in Schedule 4(d) heretoconnection with the provisions of the Colorado Corporation Law, Seller does not need the Securities Exchange Act, the Securities Act, and the state securities laws, neither Cyclo nor WTI needs to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, Agreement except where for the failure receipt and filing of all necessary UCC-3 releases from Citywide Banks after the Closing with the Colorado Secretary of State and making the necessary filings with the United States Patent and Trademark Office with regard to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability assignment of the Parties patent and trademarks from Cyclo to consummate the transactions contemplated by this AgreementWTI.

Noncontravention. Except as set forth in Schedule 4(d) hereto3.3, to the Knowledge of Seller, neither the execution and delivery of this AgreementAgreement does not and the Ancillary Agreements will not, nor and the consummation of the transactions contemplated hereby, by this Agreement and the Ancillary Agreements will not (a) result in the creation of any Lien upon (i) violate any constitutionof the Acquired Stock or (ii) any of the Transferred Assets, statuteor any properties or assets of any of the Acquired Companies, regulation(b) violate, rulecontravene or conflict with the Organizational Documents of any Seller or any Affiliate of a Seller engaged in the Business or with any resolutions adopted by the board of directors of any Seller, any Acquired Company or any of their Affiliates, (c) conflict with, or result in the breach, violation, right of termination, or prepayment of, or constitute a default under (whether with notice or lapse of time or both), or accelerate or permit the acceleration of the performance required by, or alter any rights or obligations under, or require the giving of notice under, any (x) Contract, (y) Subject Contract or (z) award, decision, injunction, judgment, ordercharge, decree, settlement, order, process, ruling, chargesubpoena or verdict (whether temporary, preliminary or other restriction of permanent) entered, issued, made or rendered by any government, governmental agency, or court to which Seller is subject or Governmental Entity (as defined below) (any provision of the Certificate of Incorporation or By-laws of Seller or items enumerated in this clause (iiy), an “Order”), in each case relating to the Business, (d) subject to the governmental filings and other matters referred to in Section 3.4, contravene, conflict with, or constitute or result in a breach or violation of, constitute or a default under, result in the acceleration any provision of, create in or give any party Governmental Entity the right to acceleraterevoke, terminatewithdraw, suspend, cancel, terminate or modify, any Seller Permit (as defined in Section 3.7(a)) issued, granted, given or cancelotherwise made available by or under the authority of any Governmental Entity or pursuant to any Applicable Law that is held by any Seller, any Affiliate of a Seller engaged in the Business or require that otherwise relates to the Business or (e) subject to the governmental filings and other matters referred to in Section 3.4, constitute a violation of any notice under any agreementApplicable Law, contractother than, leasein the case of clause (a)(ii), license(c) or (d) of this Section 3.3 as would not, instrument, or other arrangement to which Seller is a party or by which Seller is bound or to which Seller or its assets is subject (or individually result in a Loss to the imposition Business in excess of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement$50,000.

Noncontravention. Except as set forth in Schedule 4(d) hereto, Subject to the Knowledge filing of Sellerthe Certificate of Merger as required by the Delaware Act, neither the execution and delivery by the Parent or the Acquisition Subsidiary, as the case may be, of this AgreementAgreement or the Transaction Documentation, nor the consummation by the Parent or the Acquisition Subsidiary, as the case may be, of the transactions contemplated herebyhereby or thereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate organizational documents or bylaws of Incorporation the Parent or By-laws the Acquisition Subsidiary, as the case may be, (b) require on the part of Seller the Parent or the Acquisition Subsidiary, as the case may be, any filing with, or permit, authorization, consent or approval of, any Governmental Entity, other than required notification to the Financial Industry Regulatory Authority (ii“FINRA”), (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, instrument, contract or other arrangement instrument to which Seller the Parent or the Acquisition Subsidiary, as the case may be, is a party or by which Seller either is bound bound, except for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect or (ii) any notice, consent or waiver the absence of which Seller or its assets is subject would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby, (or d) result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability assets of the Parties Parent or the Acquisition Subsidiary or (e) violate any Laws applicable to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give Parent or the Acquisition Subsidiary or any notice to, make any filing with, of their properties or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementassets.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to To the Knowledge of SellerBuyer and the Transitory Subsidiary's directors or officers, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller either the Buyer or the Transitory Subsidiary is subject or any provision of the Certificate Articles of Incorporation or By-laws Bylaws of Seller either the Buyer or the Transitory Subsidiary or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller either the Buyer or the Transitory Subsidiary is a party or by which Seller it is bound or to which Seller or any of its assets is subject (or result in subject, except for the imposition of any Security Interest upon any of its assets)consent that Buyer must obtain from HSBC Bank Canada approving this Agreement as required by Buyer's loan agreement with HSBC Bank which will be provided to Cyclo as soon as practicable after the Closing Date, and except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, or failure to give notice, or Security Interest notice would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth To the Knowledge of any director or officer of the Buyer, and other than in Schedule 4(d) heretoconnection with the provisions of the Colorado Corporation Law, Seller does not need the Securities Exchange Act, the Securities Act, and the state securities laws, neither the Buyer nor the Transitory Subsidiary needs to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this AgreementAgreement except for the matters described in section 4 (e) in the Disclosure Schedule. However, except where following the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) consummation of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement, various filings will need to be made with the SEC.

Noncontravention. Except as set forth in Schedule 4(d) heretoThe execution and delivery of this Agreement by the Seller and the Shareholders do not, to the Knowledge of Seller, neither and the execution and delivery of this Agreementeach other Transaction Document (to which it may be a party) by the Seller and the respective 12 Shareholders, nor consummation and the performance by the Seller and the Shareholders of the transactions contemplated herebytheir respective obligations hereunder and thereunder will not, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject applicable Law or any provision of the Certificate of Incorporation or By-laws Bylaws of Seller the Seller, and do not and will not conflict with or (ii) conflict with, result in any breach of any condition or provision of, or constitute a default under, result in or create or give rise to any adverse right of termination or cancellation by, or excuse the acceleration performance of, create in any party the right to accelerateother Person, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller is a party or by which Seller is bound or to which Seller or its assets is subject (or result in the creation or imposition of any Security Interest upon the Seller or any of its assets)the Acquired Assets or the acceleration of the maturity or date of payment or other performance of any obligation of the Seller or any of the Shareholders, except where the other than any violation, conflict, breach, default, acceleration, termination, modification, right of termination or cancellation, failure excuse of performance, Security Interest or acceleration that, individually or in the aggregate, would not reasonably be expected to give noticehave a Material Adverse Effect. No Proceeding is pending, or, to the Knowledge of the Seller or any of the Shareholders, threatened against or affecting the business, assets or operations of the Seller or threatened against or affecting any of the Shareholders, in which an unfavorable Order would prohibit, invalidate or make unlawful, in whole or in part, this Agreement or any other Transaction Document, or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability carrying out of the Parties to consummate provisions hereof or thereof or the transactions contemplated by this Agreementhereby or thereby. Except as set forth There is no Order enjoining the Seller or any of the Shareholders in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing withrespect of, or obtain the effect of which is to prohibit or curtail its performance of, its obligations under this Agreement or any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementother Transaction Document.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated herebyhereby (including the assignments and assumptions referred to in '2 above), will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Seller is subject subject, other than such violations which would not have a material adverse effect on the Acquired Assets or the business, financial condition, operations or results of operations of the Seller, or violate any provision of the Certificate charter or bylaws of Incorporation or By-laws of the Seller or (ii) except as set forth on '3(c) of the Disclosure Schedule, conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Seller is a party or by which Seller it is bound or to which Seller or any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, ) other than such breaches or Security Interest defaults which would not have a material adverse effect on the condition (Acquired Assets or the business, financial condition, operations or otherwise) results of Seller or on the ability operations of the Parties to consummate the transactions contemplated by this AgreementSeller. Except as set forth in Schedule 4(don '3(c) heretoof the Disclosure Schedule, the Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where Agreement (including the failure assignments and assumptions referred to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementin '2 above).

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and delivery by the Buyer of this AgreementAgreement or the Ancillary Agreements to which it is a party, nor the performance by the Buyer of its obligations hereunder or thereunder or the consummation by the Buyer of the transactions contemplated herebyhereby or thereby, does or will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate Buyer Charter Documents, (b) require on the part of Incorporation the Buyer any filing with, or By-laws of Seller permit, authorization, consent or approval of, any Governmental Entity, (iic) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, instrument, contract or other arrangement instrument to which Seller the Buyer is a party or by which Seller it is bound or to which Seller or any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets)subject, except where the violation, for (i) any conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, modification or Security Interest cancellation which has not had and would not reasonably be expected to have a material an adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties Buyer to perform its obligations under this Agreement or any Ancillary Agreement or to consummate the transactions contemplated by hereby or thereby or (ii) any notice, consent or waiver the absence of which has not had and would not reasonably be expected to have an adverse effect on the ability of the Buyer to perform its obligations under this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give Agreement or any notice to, make any filing with, Ancillary Agreement or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to filehereby or thereby, or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to obtain the Buyer or any authorization, consent, of its properties or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementassets.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and delivery by the Seller of this Agreementthe Transaction Documents to which the Seller is (or is to be) a party, nor consummation the performance by the Seller of its obligations thereunder will (nor will the transactions contemplated hereby, will giving of notice or the lapse of time or both would) (a) conflict with or result in a breach of any provision of (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court Contract to which Seller is subject or any provision of the Certificate of Incorporation or By-laws of Seller or (ii) conflict with, result in breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller is a party or by which Seller is bound or any other obligation of the Seller to which any Person, or (ii) the certificate of incorporation, by-laws or other organizational documents of the Seller as amended to date, (b) obligate the Company or its assets is subject the Buyer to pay any compensation to any Person, (or c) result in the imposition creation or imposition, or permit the enforcement, of any Security Interest Lien upon the Purchased Units or the Buyer’s Share, as applicable, or (d) constitute a violation of any Legal Requirement (as defined below) applicable to the Company, except in the case of its assetsclauses (a)(i) and (d), except where for such conflicts, breaches and violations as would not, individually or in the violationaggregate, conflict, breach, default, acceleration, termination, modification, cancellation, failure reasonably be expected to give notice, or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on impair the ability of the Parties Seller to consummate the transactions contemplated by this Agreement. Except perform its obligations as set forth out in Schedule 4(dthe Transaction Documents to which it is (or is to be) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval a party. For purposes of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice(a) “Legal Requirements” shall mean any and all laws (statutory, to filejudicial or otherwise), ordinances, regulations, judgments, orders, directives, injunctions, writs, decrees or awards of, and any Contracts with, any Governmental Authority and (b) “Affiliate” of any Person means any Person which, directly or indirectly controls or is controlled by that Person, or is under common control with that Person, and “control” (including, with correlative meaning, the terms “controlled by” and “under common control with”), as used with respect to obtain any authorizationPerson, consentshall mean the possession, directly or approval would not have a material adverse effect on indirectly of the condition (financial power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities or by contract or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither the The execution and delivery by such ---------------- Seller of this Agreement and each instrument of transfer and other document to be delivered by such Seller pursuant to this Agreement, nor the performance by such Seller of its obligations to be performed hereunder and the consummation of the transactions contemplated herebyhereby and thereby will not, will (iA) violate any constitutioncontravene or conflict with the certificate of incorporation, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, by-laws or other restriction organizational documents of any government, governmental agency, such Seller or court to which Seller is subject its Subsidiaries; (B) contravene or conflict with or constitute a violation of any provision of any Law or License (subject to compliance with the Certificate of Incorporation or By-laws of HSR Act and the rules and regulations promulgated thereunder) to which such Seller or any of its properties or assets is subject; or (iiC) except as set forth on Schedule 6.6, conflict with, result in a breach ------------ of, constitute a default under, result in the acceleration of, cause such Seller to make an offer to purchase under, create in any party the right to accelerate, terminate, modify, modify or cancel, or require any notice under or give rise to a loss of any agreementbenefit under, contractany of the Transferred Assets or any Contract, leaseLease, license, instrument, Lien or other arrangement to which such Seller is a party or by which Seller it is bound or to which Seller or its assets any of the Transferred Assets is subject (or result in the creation or imposition of any Security Interest upon Liens (other than Permitted Liens) on any of its assets)the Transferred Assets, except where the violationother than any loss of benefit, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, Lien or Security Interest any other such event which would not have a material adverse effect on the condition (financial Material Adverse Effect or otherwise) of Seller or on adversely affect the ability of the Parties such Seller to consummate the transactions contemplated hereby or by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need any instrument of transfer or other document to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties be delivered by them pursuant to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated herebyhereby (including the assignments and assumptions referred to in Section 2 above), will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is or Seller Subsidiaries are subject or any provision of the Certificate Articles of Incorporation or By-laws bylaws or other constituent documents of Seller or Seller Subsidiaries or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller is or Seller Subsidiaries are a party or by which Seller is they are bound or to which Seller or its their assets is are subject (or result in the imposition of any Security Interest upon any of its their assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the financial condition (financial or otherwise) of Seller and Seller Subsidiaries, taken as a whole, or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Neither Seller does not need nor Seller Subsidiaries are required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this AgreementAgreement (including the assignments and assumptions referred to in Section 2 above), except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the financial condition (financial or otherwise) of Seller and Seller Subsidiaries, taken as a whole, or on the ability of the Parties to consummate the transactions contemplated by this Agreement.

Noncontravention. Except Subject to compliance with the applicable requirements of the Securities Act and any applicable state securities laws, the Exchange Act and the filing of the Articles of Merger as set forth in Schedule 4(d) hereto, to required by Section 1105 of the Knowledge Florida Business Corporations Act and a Certificate of SellerMerger as required by Section 252 of the Delaware General Corporation Law, neither the execution and delivery by the Buyer or the Merger Sub of this Agreement, Agreement nor the consummation by the Buyer or the Merger Sub of the transactions contemplated herebyhereby or thereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation charter or By-laws of Seller the Buyer or the Merger Sub, (iib) require on the part of the Buyer or the Merger Sub any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (c) conflict with, result in breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, instrument, contract or other arrangement instrument to which Seller the Buyer or the Merger Sub is a party or by which Seller either is bound or to which Seller or its assets is subject (or result in the imposition of any Security Interest upon any of its assets)their assets are subject, except where the violation, for (i) any conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, modification or Security Interest cancellation which would not have a material adverse effect on adversely affect the condition (financial or otherwise) consummation of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(dhereby or (ii) heretoany notice, Seller does consent or waiver the absence of which would not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval adversely affect the consummation of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to filehereby, or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to obtain the Buyer or the Merger Sub or any authorization, consent, of their properties or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementassets.

Noncontravention. Except as set forth The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (alone or in Schedule 4(dcombination with any other event) heretoand compliance by such Seller Entity or Interestholder with the provisions of this Agreement do not and will not conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancelation or acceleration of any obligation or to a loss of a benefit under, or result in the creation of any Lien in or upon any of the properties or assets of such Seller Entity or Interestholder under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (a) the organizational documents of such Seller Entity or Interestholder (if Seller Entity or Interestholder is not a natural person), (b) any Contract to which such Seller Entity or Interestholder is a party or any of its properties or assets is subject or (c) subject to the Knowledge governmental filings and other matters referred to in the following sentence, any Law or Order, in each case applicable to such Seller Entity or Interestholder or any of Sellerits properties or assets, neither other than, in the case of clauses (b) and (c), any such conflicts, violations, breaches, defaults, rights, losses, Liens or entitlements that individually or in the aggregate have not impaired and would not reasonably be expected to impair in any material respect the ability of such Seller Entity or Interestholder to perform its obligations under this Agreement and have not prevented or materially impeded, interfered with, hindered or delayed and would not reasonably be expected to prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated hereby. No consent, approval, Order or authorization of, or registration, declaration or filing with, any Governmental Authority is required by or with respect to such Seller Entity or Interestholder in connection with the execution and delivery of this Agreement by such Seller Entity or Interestholder, the consummation by such Seller Entity or Interestholder of the transactions contemplated hereby (alone or in combination with any other event) or the compliance by such Seller Entity or Interestholder with the provisions of this Agreement, nor except for (i) the filing of a notification and report form under the HSR Act and receipt, termination or expiration, as applicable, of such other approvals or waiting periods required under any other applicable competition, merger control, antitrust or similar Law and (ii) such consents, approvals, Orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made individually or in the aggregate has not impaired and would not reasonably be expected to impair in any material respect the ability of such Seller Entity or Interestholder to perform its obligations under this Agreement and has not prevented or materially impeded, interfered with, hindered or delayed and would not reasonably be expected to prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation or By-laws of Seller or (ii) conflict with, result in breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller is a party or by which Seller is bound or to which Seller or its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to Section 3.4 of the Knowledge of SellerDisclosure Schedule, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated herebySubject Transactions, will (iA) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which any of the Company and the Subsidiaries, API or the Seller is subject or any provision of the Certificate charter or bylaws of Incorporation any of the Company and the Subsidiaries, API or By-laws of Seller or the Seller, (iiB) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller any of the Company and the Subsidiaries is a party or by which Seller it is bound or to which Seller or any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets)subject, except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest notice would not have a material adverse effect on the business or financial condition (financial or otherwise) of Seller the Company and the Subsidiaries taken as a whole or on the ability of the Parties parties to consummate the transactions contemplated by this AgreementAgreement or (c) result in the creation of a Security Interest in the assets of the Company or the Subsidiaries. Except for the HSR Act and any similar foreign law and as set forth in Schedule 4(d) heretoSection 3.4 of the Disclosure Schedule, Seller does not need none of the Company or the Subsidiaries needs to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the financial condition (financial or otherwise) of Seller the Company and the Subsidiaries taken as a whole or on the ability of the Parties parties to consummate the transactions contemplated by this Agreement.

Noncontravention. Except as set forth in Schedule 4(d) heretoSubject to compliance with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Act, to the Knowledge execution, delivery and performance by such Seller of Seller, neither the execution Transaction Documents and delivery of this Agreement, nor the consummation by such Seller of the transactions contemplated herebyhereby and thereby, will not (ia) violate require on the part of such Seller any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, chargenotice to or filing with, or other restriction of any governmentpermit, governmental agencyauthorization, consent or court to which Seller is subject or approval of, any provision of the Certificate of Incorporation or By-laws of Seller or Governmental Entity, (iib) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, agreement or instrument, or other arrangement to which such Seller is a party or by which such Seller is bound bound, or to which Seller or its any of such Seller’s assets is subject subject, (or c) result in the imposition of any Security Interest Lien upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give noticeAcquired Assets, or Security Interest would not have a material adverse effect on the condition (financial d) violate any order, writ, injunction, decree, statute, rule or otherwise) of regulation applicable to such Seller or on any of his or her assets. Such Seller is not a party to any employment, consulting, independent contractor, non-competition or non-solicitation agreement or any other contract or agreement (oral or written) that would restrict the ability sale or transfer of the Parties to consummate Acquired Assets (including Personal Goodwill) or the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing withBuyer’s acquisition or use thereof, or obtain that could materially restrict such Seller from performing his or her obligations under his or her Employment or Consulting Agreement or any authorization, consent, or approval of any government or governmental agency in order for other Transaction Document on and after the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementClosing.

Noncontravention. Except Subject to compliance with the applicable requirements of the Securities Act and any applicable state securities laws, the Exchange Act and the filing of the Certificate of Merger as set forth in Schedule 4(d) hereto, to required by the Knowledge of SellerCalifornia Corporations Code and the Delaware General Corporation Law, neither the execution and delivery by the Buyer or the Acquisition Subsidiary of this AgreementAgreement or the Transaction Documentation , nor the consummation by the Buyer or the Acquisition Subsidiary of the transactions contemplated herebyhereby or thereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation or By-laws Bylaws of Seller the Buyer or the Acquisition Subsidiary, (iib) require on the part of the Buyer or the Acquisition Subsidiary any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (c) conflict with, result in breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, instrument, contract or other arrangement instrument to which Seller the Buyer or the Acquisition Subsidiary is a party or by which Seller either is bound or to which Seller or its assets is subject (or result in the imposition of any Security Interest upon any of its assets)their assets are subject, except where the violation, for (i) any conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, modification or Security Interest cancellation which would not have a material adverse effect on adversely affect the condition (financial or otherwise) consummation of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(dhereby or (ii) heretoany notice, Seller does consent or waiver the absence of which would not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval adversely affect the consummation of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to filehereby, or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to obtain the Buyer or the Acquisition Subsidiary or any authorization, consent, of their properties or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementassets.

Noncontravention. (a) Except as set forth in Schedule 4(dSection 3.3(a) heretoof the Disclosure Schedule, to the Knowledge of Seller, neither the execution and delivery by IMS or the Company of this AgreementAgreement and the other Transaction Agreements to which either of them is a party, nor and the consummation of the transactions contemplated herebyhereby and thereby and the compliance by either of them with the provisions hereof and thereof do not and will not result in the creation of any lien, will (i) violate any constitutionpledge, statute, regulation, rule, injunction, judgment, order, decree, rulingclaim, charge, mortgage, encumbrance or other restriction security interest of any governmentkind, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation or By-laws of Seller or (ii) conflict with, result in breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller is a party whether arising by Contract or by which Seller is bound operation of Law (a "Lien"), in or to which Seller or its assets is subject (or result in the imposition of any Security Interest upon any of the properties or assets of IMS or its assets), except where Affiliates that are material to the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability conduct of the Parties to consummate the transactions contemplated by this AgreementCD Business. Except as set forth in Schedule 4(dSection 3.3(a) heretoof the Disclosure Schedule, Seller does not need the execution and delivery by IMS or the Company of this Agreement and the other Transaction Agreements to give any notice towhich either of them is a party, make any filing with, or obtain any authorization, consent, or approval and the consummation of any government or governmental agency in order for the Parties to consummate the transactions contemplated hereby and thereby and the compliance by this Agreementeither of them with the provisions hereof and thereof do not and will not (i) conflict with or result in any violation or default (with or without notice or lapse of time or both) under, except where the failure (ii) give rise to give notice, to filea right of, or to obtain any authorizationresult in, consenttermination or cancellation of, or approval would not have acceleration of any obligation under, (iii) result in a loss of a material adverse effect on benefit under, or (iv) give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (A) the condition Constitutive Documents of IMS or the Company, (financial B) any material Business Contract to which IMS or otherwiseany of its Affiliate or the Company is a party or is bound by, or any Purchased Assets are bound by or subject, or under which IMS or any of its Affiliates or the Company has material rights or benefits or (C) subject to the governmental filings and other matters referred to in Section 3.3(b), any constitution, act, statute, law (including common law), ordinance, treaty, rule or regulation of Seller any Governmental Entity (a "Law") or on any judgment, order or decree (a "Judgment"), in each case applicable to IMS or any of its Affiliates or the ability of Contributed Assets or the Parties to consummate Purchased Assets, or the transactions contemplated by this AgreementCompany.

Noncontravention. Except as set forth Assuming compliance with the provisions of the Hart-Xxxxx-Xxxxxx Xxx, the Ohio Corporation Law, the Securities Exchange Act, the Securities Act, the regulations of the U.S. Department of Agriculture, the state securities laws, or laws or regulations governing liquor licenses and related approvals in Schedule 4(d) heretothe jurisdictions where the Restaurants are located and that the Company obtains the consents of the Persons described in the Disclosure Schedule, to the Knowledge of Seller, neither the execution and the delivery of this Agreement, nor and the consummation of the transactions contemplated hereby, will not (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court Governmental Authority to which Seller the Buyer is subject or any provision of the Certificate Articles of Incorporation or By-laws code of Seller regulations of the Buyer or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller the Buyer is a party or by which Seller it is bound or to which Seller or any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, or failure to give notice, notice or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or Material Adverse Effect on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth Other than in Schedule 4(d) heretoconnection with the provisions of the Hart-Xxxxx-Xxxxxx Xxx, Seller the Ohio Corporation Law, the Securities Exchange Act, the Securities Act, the regulations of the U.S. Department of Agriculture, the state securities laws or laws or regulations governing liquor licenses and related approvals in the jurisdictions where the Restaurants are located, the Buyer does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or Material Adverse Effect on the ability of the Parties to consummate the transactions contemplated by this Agreement.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, rulingstipulation, injunction, charge, or other restriction of any government, governmental agency, or court to which the Seller is subject or any provision of the Certificate partnership agreement, as amended, of Incorporation or By-laws of the Seller or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any a notice under any agreement, contract, lease, sublease, license, instrumentsublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, security interest, or other arrangement to which the Seller is a party or by which the Seller is bound or to which Seller or its any of the Seller's assets is subject (or result in the imposition of any Security Interest upon any of its assets)subject, except where (A) disclosed in the Disclosure Schedule or (B) the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest notice would not have a material adverse effect on the financial condition (financial of the Seller's Business or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, The Seller does need not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, Agreement except where (A) disclosed in the Disclosure Schedule or (B) the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the financial condition (financial or otherwise) of Seller the Seller's Business or on the ability of the Parties to consummate the transactions contemplated by this Agreement.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated herebyhereby (including the assignments and assumptions referred to in Section 2 above), will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Seller is subject or any provision of the its Certificate of Incorporation or By-laws Bylaws of the Seller or (ii) to the Knowledge of the Seller conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Seller is a party or by which Seller it is bound or to which Seller or its assets any of the Acquired Assets is subject (or result in the imposition of any Security Interest upon any of its assetsthe Acquired Assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) heretoTo the Knowledge of the Seller, the Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this AgreementAgreement (including the assignments and assumptions referred to in Section 2 above), except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agencyGovernmental Entity, or court to which Seller either the Buyer or the Transitory Subsidiary is subject subject, (ii) violate or conflict with any provision of the Certificate charter or bylaws of Incorporation either the Buyer or By-laws of Seller the Transitory Subsidiary or (iiiii) conflict with, result in breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, bond, note mortgage indenture, franchise or other arrangement (with or without any notice or lapse of time) to which Seller either the Buyer or the Transitory Subsidiary is a party or by which Seller it is bound or to which Seller or any of its assets is subject (or result in the imposition of any Security Interest lien, claim or encumbrance upon any of its assets), except in the case of clauses (i) and (iii) above only, where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest lien, claim or encumbrance would not have a material adverse effect on have, or reasonably be expected to result in any changes in or effects that in the condition aggregate together with all other changes and effects (financial x) will prevent the Buyer or otherwise) of Seller the Transitory Subsidiary from consummating the transactions contemplated hereby or on materially delay the Buyer's ability of the Parties to consummate the transactions contemplated by this Agreementhereby or (y) materially impair the Buyer's ability to perform its obligations under Sections 2(c)(iv) or 2(e) (such changes and effects described in clauses (x) and (y), a "Buyer Material Adverse Effect"). Except as set forth To the Knowledge of any director or officer of the Buyer, and other than in Schedule 4(d) heretoconnection with the provisions of the Hart-Scott-Rodino Act, Seller does not need the Virginia Corporation Law, the Securitxxx Xxxxxxxx Xxt, the Securities Act, and any applicable state securities laws, neither the Buyer nor the Transitory Subsidiary needs to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementBuyer Material Adverse Effect.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to at Section 2.4 of the Knowledge of SellerDisclosure Schedule, neither the execution and delivery by the Seller of this AgreementAgreement or the Ancillary Agreements, nor the consummation by the Seller of the transactions contemplated herebyhereby or thereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation or Byby-laws of the Seller, (b) require on the part of the Seller any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, (iic) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, instrument, contract or other arrangement instrument to which the Seller is a party or by which the Seller is bound or to which Seller or its any of their respective assets is subject subject, except for (i) any conflict, breach, default, acceleration, termination, modification or cancellation which, individually or in the aggregate, would not have a Seller Material Adverse Effect and would not adversely affect the consummation of the transactions contemplated hereby or (ii) any notice, consent or waiver the absence of which, individually or in the aggregate, would not have a Seller Material Adverse Effect and would not adversely affect the consummation of the transactions contemplated hereby, (d) result in the imposition of any Security Interest upon any assets of the Seller or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Seller or any of its properties or assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement.

Noncontravention. Except as set forth in Subject to obtaining the Required Consents listed on Schedule 4(d3(c) hereto, to and ------------- compliance with the Knowledge of SellerHSR Act, neither the execution and the delivery of this Agreement, the other Transaction Documents or the other documents contemplated hereby and thereby, nor the consummation of the transactions contemplated hereby, hereby and thereby will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, Law or other restriction Order of any government, governmental agency, Governmental Body or court to which Seller is Seller, Parent or any of the Acquired Assets or Assumed Liabilities are subject or any provision of the Certificate of Incorporation and Bylaws of either Seller or By-laws of Seller Parent or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, modify or cancel, or require any notice under under, any agreement, contract, lease, license, instrument, or other arrangement Contract to which either Seller or Parent is a party or by which Seller it is bound or to which Seller or any of its assets is are subject (or result in the imposition of any Security Interest upon any of its their assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, notice or Security Interest other specified occurrence would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementMaterial Adverse Effect. Except as set forth in Schedule 4(d) hereto3(c), neither ------------- Seller does not need nor Parent needs to give any notice to, make any filing with, or obtain any authorization, consent, consent or approval of any government Governmental Body or governmental agency other Person in order for the Parties to consummate the transactions contemplated by this Agreement (including the execution, delivery and performance of the assignments and assumptions referred to in Section 2 of this Agreement), except where the failure to give notice, to file, or to obtain any authorization, consent, consent or approval would not have a material adverse effect Material Adverse Effect. The consents, approvals and filings described on the condition (financial or otherwiseSchedule 3(c) and identified with ------------ an asterisk shall be deemed "Required Consents" for purposes of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to To the Knowledge of Sellerthe Specified Employees, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated herebythereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller any Company is subject or any provision of the Certificate bylaws of Incorporation or By-laws of Seller any Company or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration or termination of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or consent under any agreement, contract, lease, license, instrument, or other arrangement to which Seller any Company is a party or by which Seller it is bound or to which Seller or any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give noticenotice or consent, or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller Business taken as a whole or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) heretoTo the Knowledge of the Specified Employees, Seller does not need no Company needs to give any notice to, make any filing with, or and obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except (i) under any applicable European or national merger regulations and (ii) where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller Business taken as a whole or on the ability of the Parties to consummate the transactions contemplated by this Agreementherein.

Noncontravention. Except Subject to compliance with the applicable requirements of the Securities Act and any applicable state securities laws, the Exchange Act, the Nasdaq National Market, and the filing of the Certificate of Merger as set forth in Schedule 4(d) hereto, to required by the Knowledge of SellerDGCL, neither the execution and delivery by AVANT or Acquisition Sub of this AgreementAgreement or each Ancillary Agreement to which it is a party, nor the consummation by AVANT or Acquisition Sub of the transactions contemplated herebyhereby or thereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation or By-laws Bylaws of Seller AVANT or the Certificate of Incorporation of Acquisition Sub, (iib) require on the part of AVANT or Acquisition Sub any filing with, or permit, authorization, consent or approval of, any governmental or regulatory authority (other than pursuant to Section 7.9 hereof), (c) conflict with, result in breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, instrument, contract or other arrangement instrument to which Seller AVANT or Acquisition Sub is a party or by which Seller either is bound or to which Seller any of their assets are subject, or its assets is subject (d) violate any order, writ, injunction, decree, statute, rule or result regulation applicable to AVANT or Acquisition Sub or any of their properties or assets, except for any of the foregoing matters set forth in clauses (a) through (d) which, individually or in the imposition of any Security Interest upon any of its assets)aggregate, except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not reasonably be expected to have a material adverse effect on an AVANT Material Adverse Effect and would not prevent or materially delay the condition (financial or otherwise) consummation of Seller or on the ability of the Parties to consummate the transactions contemplated hereby or by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementAncillary Agreements.

Noncontravention. Except as set forth in Schedule 4(dSection 3.2(c) hereto, to of the Knowledge of SellerDisclosure Schedule, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller the Company is subject or any provision of the Certificate charter or bylaws of Incorporation or By-laws of Seller the Company, or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller the Company is a party or by which Seller it is bound or to which Seller or any of its assets is subject (or result in the imposition of any Security Interest Lien upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest Lien would not have a material adverse effect on the business, condition (financial or otherwise) ), operations, results of Seller operations, or future prospects of the Company or on the ability of the Parties to consummate the transactions contemplated by this AgreementAgreement (a "Material Adverse Effect"). Except for such filings as may be required under the HSR Act; except for authorizations, consents, approvals, declarations, filings or registrations the failure of which to obtain, would not, in the aggregate, impair the ability of the Sellers or the Company to perform their obligations hereunder or have a Material Adverse Effect on the Company; and except as set forth in Schedule 4(dSection 3.2(c) heretoof the Disclosure Schedule, Seller the Company does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on of, or make any declaration, filing or registration with, any government or governmental agency or regulatory authority in connection with the condition (financial or otherwise) execution, delivery and performance of Seller or on this Agreement and the ability consummation of the Parties to consummate the transactions contemplated by this Agreement.hereby. EXECUTION COPY

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller any of the Company and its Subsidiaries is subject or any provision of the Certificate charter or bylaws of Incorporation or By-laws of Seller the Company and its Subsidiaries or (ii) except as set forth in Section 3.2(c) of the Disclosure Schedule conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller any of the Company and its Subsidiaries is a party or by which Seller it is bound or to which Seller or any of its assets is subject (or result in the imposition of any Security Interest Lien upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the business, condition (financial or otherwise) ), operations, results of Seller operations of the Company and its Subsidiaries taken as a whole, or on the ability of the Parties to consummate the transactions contemplated by this AgreementAgreement (a "Material Adverse Effect"). Except as set forth in Schedule 4(dSection 3.2(c) heretoof the Disclosure Schedule, Seller does not need to give neither the Company nor any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or its Subsidiaries needs to obtain any authorization, consent, or approval of, or make any declaration, filing or registration with, any government or governmental agency or regulatory authority in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, except where the failure to obtain such authorizations, consents, approvals, declarations, filings or registrations would not have a material adverse effect on Material Adverse Effect. The parties acknowledge and agree that with respect to the condition (financial shares of International Golf to be transferred to Buyer or otherwise) of Seller or on its designee, such shares will not be transferred until the ability parties have provided the corresponding concentration notification established in Article 20 of the Parties Mexican Federal Competition Law (Ley Federal de Competencia Economica) to consummate the transactions contemplated Mexican Economic Competition Commission ("ECC") in the event said notification is to be applicable to the transaction. Thus, it is understood by this Agreementboth parties that the transaction related to the Subsidiary will legally and economically take place only after the notification of concentration mentioned above has been officially filed with the ECC.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and the delivery of this Agreement, the Transaction Documents nor the consummation of the transactions contemplated hereby, thereby (including the assignments referred to in Article I above) in accordance with the terms hereof will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller IBL is subject or subject, (ii) violate any provision of the Certificate articles of Incorporation incorporation or By-laws bylaws of Seller IBL or (iiiii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller IBL is a party or by which Seller it is bound or to which Seller or any of its assets is subject (or result in the imposition of any Security Interest security interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest security interest has been waived in writing or otherwise would not not, individually or in the aggregate, (x) adversely affect the legality, validity or enforceability of any of the Transaction Documents or the transactions contemplated thereby, (y) have or result in a material adverse effect on the condition Acquired Assets or (financial z) adversely impair IBL's ability to perform fully on a timely basis its obligations under any Transaction Document (any of (x), (y) or otherwise(z) a Material Adverse Effect). Assuming satisfaction of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth all relevant conditions in Schedule 4(d) heretoArticle IV, Seller IBL does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this AgreementAgreement (including the assignments referred to in Article II above), except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementMaterial Adverse Effect.

Noncontravention. Except as set forth in Schedule 4(dsection 4(c) hereto, to of the Knowledge of SellerDisclosure Schedule, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller Target or any of the Assets is subject or any provision of the Certificate charter or bylaws of Incorporation or By-laws of Seller Target or (ii) conflict with, result in a material breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement Contract to which Seller Target is a party or by which Seller it is bound or to which Seller or its assets any of the Assets is subject (or result in the imposition of any Security Interest upon any of its assetsthe Assets), except where where, prior to or simultaneously with the violationClosing, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, such Contract is being terminated or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability consent of the Parties to consummate the transactions contemplated by this Agreementother party thereto will have been obtained. Except as set forth in Schedule 4(d) hereto, Seller Target does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect Material Adverse Effect on the condition (business, financial condition, operations, results of operations, or otherwise) future prospects of Seller the Business, or on the ability of the Parties to consummate the transactions contemplated by this Agreement, and except for the filing contemplated by section 5(b) below. Notwithstanding the foregoing, Target and the Majority Holders make no representation as to the applicability of 41 U.S.C. section 15 (the "Assignment of Contracts Act"), 31 U.S.C. section 3727 (the "Assignment of Claims Act"), or the assignability of any contracts subject to any restrictions under Small Business Administration programs, as to each of which Buyer has made its own independent analysis.

Noncontravention. (a) Except as set forth in on Schedule 4(d4.3(a) hereto, to hereto and except for the Knowledge of SellerSection 3.4 Eligible Consents, neither the execution and execution, delivery or performance by Seller of this AgreementAgreement or any Transaction Document to which it is a party, nor the consummation by Seller of the transactions contemplated herebyContemplated Transactions, will nor compliance by Seller with any of the provisions hereof or thereof will, with or without the passage of time or the giving of notice or both: (i) violate any constitutionGovernmental Order applicable to Seller, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, its assets or other restriction of any government, governmental agency, or court to which Seller is subject properties or any provision of the Certificate of Incorporation or By-laws of Seller or Shareholder; (ii) conflict with, result in the breach of, constitute a default under, result in the acceleration of, create in or give any party Person the right to acceleratedeclare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate, modify, or cancel, or require modify any notice under any agreement, contract, lease, license, instrument, or other arrangement agreement to which Seller is a party or by which Seller is or its properties may be bound or to which affected; (iii) breach (A) any provision of any of the articles or certificate of incorporation or bylaws, each as amended, of Seller or its assets (B) any resolution adopted by the board of directors or the shareholders of Seller; (iv) contravene, conflict with, or result in a violation or breach of any of the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Acquired Assets or to the business of Seller; (v) cause the Purchaser or Parent to become subject to, or to become liable for the payment of, any Tax, (or vi) result in the imposition or creation of any Security Interest Lien upon or with respect to any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the condition Acquired Assets; (financial or otherwisevii) result in any shareholder of Seller having the right to exercise dissenters’ appraisal rights; or on (viii) result in any Governmental Authority or other Person having the ability right to challenge any of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementContemplated Transactions.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to To the Knowledge of the Seller, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which any of the Seller and its Subsidiaries is subject or any provision of the Certificate charter or bylaws of Incorporation or By-laws any of the Seller and its Subsidiaries, or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, agreement contract, lease, license, instrument, or other arrangement to which the Seller or the Subsidiaries is a party or by which Seller it is bound or to which Seller or its assets is subject (or result in the imposition of any Security Interest upon any of its assets)respective assets is subject, except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest such violation would not have a material adverse effect on the financial condition (financial or otherwise) of the Seller and its Subsidiaries taken as a whole or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) heretoTo the Knowledge of any of the Seller, except for appropriate reports to the SEC pursuant to the Securities Exchange Act and the rules and regulations thereunder, none of the Seller does not need and its Subsidiaries needs to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency person in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material any adverse effect on the financial condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement.the

Noncontravention. Except as The execution and delivery by Buyer of this Agreement does not, and the execution and delivery of each of the other Transaction Documents by Buyer and performance by Buyer of its obligations under this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby will not: (a) subject to compliance with the applicable requirements of the HSR Act, conflict with or result in a violation of any Law applicable to Buyer, except for such violations which would not individually or in the aggregate, have or reasonably be expected to have a Buyer Material Adverse Effect or (b) conflict with or result in a violation of or default of (with or without notice or lapse of time, or both), result in any violation or breach of, or give rise to a right of payment, termination, modification, acceleration cancellation under any provision of (i) any Contract or Permit to which Buyer is a party or by which any of the Assets of Buyer are bound, (ii) any Order of any Governmental Authority applicable to Buyer or (iii) the organizational documents of Buyer. Other than compliance with the applicable requirements of the HSR Act and the Governmental Approvals and Consents set forth on Section 4.4 of the Buyer Disclosure Schedule, no Governmental Approval, Consent, Order or Permit of, or registration or declaration or filing with, or notification to, any Person or Governmental Authority, will be required to be obtained or made by Buyer in Schedule 4(d) hereto, to the Knowledge of Seller, neither connection with the execution and delivery of this AgreementAgreement or the other Transaction Documents, nor the compliance by Buyer with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, hereby or other restriction thereby or the taking by Buyer of any governmentother action contemplated hereby or thereby, governmental agencyexcept for such Consents, Orders or court Permits, registrations, declarations, filings and notifications, the failure of which to which Seller is subject obtain or any provision of the Certificate of Incorporation make would not, individually or By-laws of Seller or (ii) conflict with, result in breach of, constitute a default under, result in the acceleration ofaggregate, create in any party the right have or reasonably be expected to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller is a party or by which Seller is bound or to which Seller or its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementBuyer Material Adverse Effect.

Noncontravention. Except as set forth in Schedule 4(d) heretoThe execution, to the Knowledge of Seller, neither the execution delivery and delivery performance by Seller and PNI of this Agreement, nor and the consummation of the transactions contemplated hereby, does not and will not (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate Articles of Incorporation or By-laws of Seller or PNI, (ii) subject to obtaining the approvals, authorizations and waivers required to be obtained or the notices or filings required to be given as set forth in Section 4.5 hereof, conflict with, or result in a breach of, or constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller is a party or by which Seller is bound or to which Seller or its assets is subject (or result in the imposition termination, cancellation, acceleration, redemption or repurchase (whether after the filing of notice or lapse of time or both) of any Security Interest upon right or obligation of Seller, PNI or their Affiliates under any Contract or result in the creation of any Encumbrance upon, any of its assets)the Acquired Assets or (iii) subject to obtaining the governmental consents, except where approvals, authorizations and waivers required to be obtained or the violationnotices or filings required to be given as set forth in Section 4.5 hereof, violate or result in a breach of or constitute a default under any judgment, order, injunction, decree, law, rule, regulation or other restriction of any court or governmental authority to which Seller, PNI, the Business or any of the Acquired Assets are subject, other than in the case of clauses (ii) and (iii) any conflict, breach, default, acceleration, termination, modification, cancellation, failure to give noticeacceleration, loss, violation or Security Interest Encumbrance which, individually or in the aggregate, would not have a material adverse effect on the condition (financial Material Adverse Effect or otherwise) of Seller materially impair or on the delay Seller's or PNI's ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementperform its obligations hereunder.

Noncontravention. Except as set forth in Schedule 4(d) heretoThe execution, to the Knowledge of Seller, neither the execution delivery and delivery performance of this AgreementAgreement and the Ancillary Agreements by Seller does not, nor and, subject to Seller obtaining the Seller’s Required Consents, the consummation by Seller of the transactions contemplated herebyhereby and thereby will not (a) contravene, will violate or result in any breach of (with or without notice or lapse of time, or both) any provision of (i) violate any constitutionthe Organizational Documents of Seller, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation or By-laws of Seller or (ii) conflict withexcept for matters set forth in Section 3.04 of the Seller Disclosure Letter, result in breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, Material Contract or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement Permit to which Seller is a party or by which Seller is bound or to which Seller or its assets is subject (any of the Acquired Assets are bound, or result in the termination or acceleration thereof, or entitle any party to terminate or cancel any such Material Contract or Permit, or entitle any party to accelerate any obligation or indebtedness thereunder, or give any party thereunder any increased, additional, accelerated or guaranteed rights or entitlements, or give any party the right to Consent thereunder, or (iii) any Law or Order to which Seller is subject or by which any Acquired Asset is bound or affected, or (b) result in the imposition or creation of any Security Interest upon Lien upon, or with respect to, any material Acquired Assets; except, in the case of its assetsclauses (a)(ii), except where (a)(iii) or (b), as would not, individually or in the violationaggregate, conflict, breach, default, acceleration, termination, modification, cancellation, failure (1) be material to give notice, the ownership or Security Interest would not have operation of the Facility or (2) reasonably be expected to result in a material adverse effect on the condition (financial Seller’s ability to perform its obligations hereunder or otherwise) of Seller thereunder or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, hereunder or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementthereunder.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of SellerDISCLOSURE SCHEDULE 3.5, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated herebyhereby by the Company or any Subsidiary, will (ia) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court Governmental Authority to which Seller the Company, any Subsidiary or the Business is subject (except for any of the foregoing that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect) or any provision of the Certificate articles or certificate of Incorporation incorporation or By-laws bylaws of Seller the Company or any Subsidiary; (iib) except for such matters as would not reasonably be expected to have a Material Adverse Effect and except as set forth on Disclosure Schedule 3.5, conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, concession, joint venture agreement, partnership agreement, association, contract or other arrangement to which Seller the Company or any Subsidiary is a party or by which Seller is they are bound or to which Seller or its any of their assets is subject (or result in the imposition of any Security Interest upon any of its their assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) heretoDISCLOSURE SCHEDULE 3.5, Seller does not need neither the Company nor any Subsidiary is required to give any notice to, make any filing with, or obtain any authorization, consent, qualification, order or approval of any government Governmental Authority in connection with the Company's and any Subsidiary's execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby. Buyer will not have to undergo any certification or governmental agency in order for the Parties to consummate recertification by any person or entity as a result of the transactions contemplated by this Agreement, except where the failure to give notice, to file, Agreement or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability its operation of the Parties to consummate the transactions contemplated by this AgreementBusiness after Closing.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and the delivery of this Agreement, the Transaction Documents nor the consummation of the transactions contemplated herebythereby (including the assignments referred to in Article I above), will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller Biomune is subject or subject, (ii) violate any provision of the Certificate articles of Incorporation incorporation or By-laws bylaws of Seller Biomune or (iiiii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller Biomune is a party or by which Seller it is bound or to which Seller or any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest has not been waived in writing or would not not, individually or in the aggregate, (x) adversely affect the legality, validity or enforceability of any of the Transaction Documents or the transactions contemplated thereby, (y) have or result in a material adverse effect on the condition Acquired Assets or (financial z) adversely impair Biomune's ability to perform fully on a timely basis its obligations under any Transaction Document (any of (x), (y) or otherwise(z) a Material Adverse Effect). Assuming satisfaction of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth all relevant conditions in Schedule 4(d) heretoArticle IV, Seller Biomune does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this AgreementAgreement (including the assignments referred to in Article II above), except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementMaterial Adverse Effect.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of SellerBuyer Disclosure Schedule, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agencyGovernmental Entity, or court to which Seller either the Buyer or the Transitory Subsidiary is subject subject, (ii) violate or conflict with any provision of the Certificate charter or bylaws of Incorporation either the Buyer or By-laws of Seller the Transitory Subsidiary or (iiiii) conflict with, result in breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, bond, note mortgage indenture, franchise or other arrangement (with or without any notice or lapse of time) to which Seller either the Buyer or the Transitory Subsidiary is a party or by which Seller it is bound or to which Seller or any of its assets is subject (or result in the imposition of any Security Interest lien, claim or encumbrance upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest lien, claim or encumbrance would not have a material adverse effect on have, or reasonably be expected to result in any changes in or effects that in the condition aggregate together with all other changes and effects (financial x) will prevent the Buyer or otherwise) of Seller the Transitory Subsidiary from consummating the transactions contemplated hereby or on materially delay the Buyer's ability of the Parties to consummate the transactions contemplated by this Agreementhereby or (y) materially impair the Buyer's ability to perform its obligations under Sections 2(c)(iv) or 2(e) (such changes and effects described in clauses (x) and (y), a "Buyer Material Adverse Effect"). Except as set forth To the Knowledge of any director or officer of the Buyer, and other than in Schedule 4(d) heretoconnection with the provisions of the Hart-Scott-Rodino Act, Seller does not need the Virginia Corporation Law, the Securitxxx Xxxxxxxx Xxt, the Securities Act, and any applicable state securities laws, neither the Buyer nor the Transitory Subsidiary needs to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementBuyer Material Adverse Effect.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to To the Knowledge of the Seller, neither the execution ---------------- and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller the Company is subject or any provision of the Certificate charter or bylaws of Incorporation or By-laws of Seller the Company or (ii) except as shown in (S)4(C) of the Disclosure Schedule, conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller the Company is a party or by which Seller it is bound or to which Seller or any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the financial condition (financial or otherwise) of Seller the Company taken as a whole or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) heretoTo the Knowledge of the Seller, Seller the Company does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the financial condition (financial or otherwise) of Seller the Company taken as a whole or on the ability of the Parties to consummate the transactions contemplated by this Agreement.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and the delivery of this AgreementAgreement or of any of the Other Seller Documents, nor the consummation of the transactions contemplated herebyin this Agreement or any of the Other Seller Documents, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Seller is subject or any provision of the Certificate certificate of Incorporation incorporation or By-laws bylaws of the Seller or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Seller is a party or by which the Seller is bound or to which Seller or its any of their respective assets is subject (or result in the imposition of any Security Interest upon any of its their respective assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would . The Seller is not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Person, including, without limitation, any government or governmental agency agency, in order for the Parties parties to consummate the transactions contemplated in this Agreement or any of the Other Seller Documents, except for (i) the Requisite Stockholder Approval, (ii) the filing with the SEC of such reports under the Securities Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, except where (iii) any filings required under the rules of NASDAQ, and (vii) such other consents, approvals, authorizations or permits, filings or notifications, the failure of which to give noticehave, to filemake or obtain, or to obtain any authorizationas applicable, consent, or approval would not have constitute, individually or in the aggregate, a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementMaterial Adverse Effect.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will will, directly or indirectly, (ia) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation charter or By-laws bylaws of Seller or (iib) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller is a party or by which Seller is bound or to which Seller or its assets is subject Contract (or result in the imposition of any Security Interest upon any of its assetsthe Assets), except where but excluding any such Contract as to which the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give noticedefault or acceleration thereof, or Security Interest the exercise by any party of such rights thereunder, would not have a material adverse effect on the condition Assets and Seller’s business taken as a whole, or (financial c) cause Seller to become subject to, or otherwiseto become liable for the payment of, any tax, or (d) of Seller or on the ability cause any of the Parties assets owned by Seller to consummate be reassessed or revalued by any taxing authority or other governmental body. Other than in connection with the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) heretoNevada Business Corporation Act, the Securities Exchange Act, the Securities Act, and the state securities laws, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 3.4, except where the failure Seller will not be required to give notice, any notice to file, or to obtain any authorization, consent, Consent from any Person in connection with the execution and delivery of this Agreement or approval would not have a material adverse effect on the condition (financial consummation or otherwise) performance of Seller or on the ability any of the Parties to consummate the transactions contemplated by this Agreementherein.

Noncontravention. Except Subject to compliance with the applicable requirements of the Securities Act and any applicable state securities laws, the Exchange Act and the filing of the Certificate of Merger as set forth in Schedule 4(d) hereto, to required by the Knowledge of SellerDelaware General Corporation Law, neither the execution and delivery by the Buyer or the Transitory Subsidiary of this Agreement or (in the case of the Buyer) the Escrow Agreement, nor the consummation by the Buyer or the Transitory Subsidiary of the transactions contemplated herebyhereby or thereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation charter or By-laws of Seller the Buyer or the Transitory Subsidiary, (iib) require on the part of the Buyer or the Transitory Subsidiary any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (c) conflict with, result in breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, instrument, contract or other arrangement instrument to which Seller the Buyer or the Transitory Subsidiary is a party or by which Seller either is bound or to which Seller or its assets is subject (or result in the imposition of any Security Interest upon any of its assets)their assets are subject, except where the violation, for (i) any conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, modification or Security Interest cancellation which would not have a material adverse effect on adversely affect the condition (financial or otherwise) consummation of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(dhereby or (ii) heretoany notice, Seller does consent or waiver the absence of which would not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval adversely affect the consummation of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to filehereby, or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to obtain the Buyer or the Transitory Subsidiary or any authorization, consent, of their properties or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementassets.

Noncontravention. (a) Except as set forth in Schedule 4(d) hereto2.3(a), to the Knowledge of Sellerexecution, neither the execution delivery and delivery performance of this AgreementAgreement by Seller does not, nor and, as of the Closing Date, the execution, delivery and performance of the Ancillary Agreements to which it is a party, and the consummation of the transactions contemplated herebyby this Agreement and such Ancillary Agreements, will not, conflict with, or result in any breach, violation, impairment or revocation of, or default (with or without notice or lapse of time, or both) under, or give rise to the creation of a Lien, a right of termination, cancellation, revocation or acceleration of any obligation or loss of a benefit under (i) violate the certificate of incorporation or bylaws of Seller, (ii) any constitutionloan or credit agreement, note, mortgage, indenture, lease, material agreement, concession, franchise, contractual license or similar authorization applicable to Seller or by or to which its properties or assets (including, without limitation, the Acquired Assets) may be bound or subject, (iii) subject to the governmental filings and other matters referred to in Section 2.3(b) below, any Applicable Law applicable to Seller or to which its properties or assets may be bound or subject, (iv) any order, writ, judgment, injunction, award, decree, law, statute, regulationordinance, rule, injunction, judgment, order, decree, ruling, chargerule or regulation of any Governmental Entity or any agreement with, or other restriction of condition imposed by, any governmentGovernmental Entity, governmental agencyin each case, or court to which Seller is subject or any provision of the Certificate of Incorporation or By-laws of Seller or (ii) conflict with, result in breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller is a party or by which Seller is bound or to which binding upon Seller or its properties or assets is subject in connection with the Business or (or result v) any Permit related to the Business, other than, in the imposition case of any Security Interest upon any of its assetsclauses (ii), except where the violation(iii), conflict(iv) and (v), breachany such conflicts, defaultviolations, accelerationimpairments, terminationrevocations, modificationdefaults, cancellationLiens, failure to give notice, rights or Security Interest losses which would not have a material adverse effect on adversely affect the condition (financial Business or otherwise) of Seller or on adversely affect the ability of Seller to execute and deliver this Agreement or the Parties Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder or to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementhereby and thereby.

Noncontravention. Except as set forth in Schedule 4(d(a) hereto, to the Knowledge of Seller, neither Neither the execution and delivery of this AgreementAgreement or the Ancillary Agreements by each Seller, nor the consummation by each Seller of the transactions contemplated herebyhereby or thereby, will will, directly or indirectly (with or without notice or lapse of time), (i) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation charter or By-laws or similar organizational documents of either Seller or any resolution adopted by the board of directors or the stockholders of either Seller, (ii) require on the part of either Seller any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, except for (A) applicable requirements, if any, of the Securities Act of 1933, as amended, and the regulations thereunder, state securities laws and the Nasdaq National Market and (B) where the failure to obtain such permits, authorizations, consents or approvals, or to make such filings, would not prevent the Sellers from performing their respective obligations under this Agreement and would not have a Material Adverse Effect or give any governmental entity the right to challenge any of the transactions contemplated by this Agreement or the Ancillary Agreements, except for any consent or approval rights of any Governmental Entity outside the United States under applicable antitrust laws which do not provide for pre-closing filing or notification or any consent or approval right under the HSR Act, (iii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, sublease, license, instrumentsublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest or other arrangement to which either Seller is a party or by which either Seller is bound or to which any of the assets of either Seller is subject, except for (A) such breaches or its assets is subject defaults which would not have a Material Adverse Effect and (B) as set forth in Section 3.10 or Section 3.18 of the Disclosure Schedule, (iv) result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give noticeAcquired Assets, or Security Interest would not have a material adverse effect on the condition (financial v) violate any order, writ, injunction, decree, Law or otherwise) of Regulation applicable to either Seller or on the ability any of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, its properties or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementassets.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of SellerDisclosure Schedule, neither the execution and the delivery of this AgreementAgreement or the Ancillary Agreements, nor the consummation of the transactions contemplated herebyhereby and thereby (including the assignments and assumptions referred to in Section l(e) above), will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, rulingstipulation, injunction, charge, or other restriction of any government, governmental agency, or court to which Seller any of the Sellers is subject or any provision of the Certificate charter or bylaws of Incorporation or By-laws any of Seller the Sellers; or (ii) Materially conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or third party consent under any agreement, contract, lease, sublease, license, instrumentsublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest, or other agreement, arrangement to which Seller the Sellers is a party or by which Seller it is bound or to which Seller or its any of their assets is subject (or result in the imposition of any Security Interest upon any of its their assets) subject to the giving of required notices and obtaining required consents of contracts identified in Section 2(j) of the Disclosure Schedule. Other than with respect to the Assignment Applications described in Section 4(b), except where and the violationpossible need for actions pursuant to the Xxxx-Xxxxx-Xxxxxx Act, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does Sellers do not need to give any notice to, make any filing with, or obtain any authorizationLicenses, consent, or approval of any court or government or governmental agency in order for the Parties to consummate enter into this agreement or the transactions contemplated by this Agreement, except where the failure to give notice, to file, Ancillary Agreements or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementAgreement or the Ancillary Agreements (including the assignments and assumptions referred to in Section l(e) above).

Noncontravention. Except as set forth in Schedule 4(d) heretoSubject to compliance with the applicable requirements of the Securities Act, and any applicable state securities and antitrust and trade regulation Laws, such Selling Securityholder is not a party to, subject to or bound by any agreement or any judgment, order, writ, prohibition, injunction or decree of any Governmental Entity which would prevent the execution, delivery or performance of this Agreement by such Selling Securityholder or the transfer, conveyance and sale of the Common Shares to be sold by such Selling Securityholder to the Knowledge of Seller, neither Buyer pursuant to the terms hereof. Neither the execution and delivery by such Selling Securityholder of this Agreement, nor the consummation by such Selling Securityholder of the transactions contemplated hereby, will (i) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate formation or similar documents of Incorporation or By-laws of Seller or such Selling Securityholder, (ii) require on the part of the Selling Securityholder any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, (iii) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the right to terminate, accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, instrument, contract or other arrangement instrument to which Seller the Selling Securityholder is a party or by which Seller the Selling Securityholder is bound or to which Seller or its assets is subject (or result in the imposition of any Security Interest upon any of its assets)are subject, except where the violation, for (A) any conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, modification or Security Interest cancellation which would not have a material adverse effect on upon the condition (financial or otherwise) consummation of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth hereby or result in Schedule 4(dany liability to the Company or (B) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, consent or to obtain any authorization, consent, or approval waiver the absence of which would not have a material adverse effect on upon the condition (financial or otherwise) consummation of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementhereby or result in any liability to the Company, or (iv) violate any constitution, judgment, ruling, charge, order, writ, injunction, decree, statute, rule or regulation, or other restriction of any Governmental Entity applicable to the Selling Securityholder.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and the delivery of this ---------------- Agreement, nor the consummation of the transactions contemplated herebyby this Agreement, will (ia) violate any constitutionvalid constitutional provision, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller Amalgamated is subject or any provision of the Certificate of Incorporation its charter or By-laws of Seller bylaws; or (iib) except for the terms of the Amalgamated Credit Agreements, and the Valhi Credit Agreement, conflict with, result in a material breach of, constitute a material default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any material agreement, contract, lease, license, instrument, or other arrangement to which Seller Amalgamated is a party or by which Seller it is bound or to which Seller or any of its material assets is subject (or result in the imposition of any Security Interest upon any of its assets), ; except for where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the financial condition (financial or otherwise) of Seller Amalgamated or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller Amalgamated does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the financial condition (financial or otherwise) of Seller Amalgamated or on the ability of the Parties to consummate the transactions contemplated by this Agreement.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will will: (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Seller is subject or any provision of the Certificate its Articles of Incorporation or By-laws of Seller Bylaws, as amended, or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party Person the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Seller is a party or by which Seller it is bound or to which Seller or any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the condition (financial or otherwise. Section 4(c) of the Disclosure Statement sets forth all agreements, contracts, leases, licenses, instruments or other arrangements to which the Seller is a party which, pursuant to their terms, require that the Seller provide notice or on obtain consent from the ability of the Parties other party in order to consummate effect the transactions contemplated by this Agreementhereby, other than off-the-shelf software. Except as set forth in Schedule 4(d) hereto, The Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement. Notwithstanding the above, except where neither the failure to give noticeSeller nor the Shareholder makes any representation or warranty regarding compliance with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementas amended.

Noncontravention. Except Subject to compliance with the applicable requirements of the HSR Act, except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller4.3, neither the execution and delivery of this AgreementAgreement and the agreements contemplated hereby by Seller, nor the consummation of the transactions contemplated herebyhereby and thereby by Seller, will (ia) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court Governmental Authority to which Seller is subject or any provision of the Certificate Seller’s articles of Incorporation incorporation or By-laws of Seller bylaws or (iib) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller is a party or by which Seller is bound or to which Seller or its assets is subject (or result in the imposition of any Security Interest upon any of its assets)assets are subject; provided, except where however, that Seller makes no representation or warranty as to whether the violationexecution, conflictdelivery, breachand performance by Buyer and Seller of this Agreement or the Management Agreement conflicts with, defaultresults in a breach of, acceleration, termination, modification, cancellation, failure to give noticeconstitutes a default under, or Security Interest would not have a material adverse effect on creates in any party the condition (financial right to accelerate, terminate, modify, or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this cancel any Retained Agreement. Except as set forth in Schedule 4(d) hereto4.3, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, consent or approval of any government Governmental Authority or governmental agency other third party in order for the Parties parties hereto to consummate the transactions contemplated by this AgreementAgreement in a lawful manner and without causing a default under, except where the failure to give notice, to fileconflict with, or to obtain any authorizationacceleration, consentviolation, or approval would not have termination of, any legal requirement or contract or agreement to which Seller is a material adverse effect on the condition (financial party or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementbound.

Noncontravention. Except as set forth in Schedule 4(dSection(c) hereto, to of the Knowledge of SellerXxxxx Disclosure Schedule, neither the execution and the delivery of this AgreementAgreement or the Ancillary Agreements, nor the consummation of the transactions contemplated herebyhereby or thereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, law or any order, decree, ruling, charge, or other restriction of any government, governmental agency, or court Governmental Authority to which Seller Xxxxx or any of its Subsidiaries is subject or any provision of the Certificate certificate of Incorporation incorporation or By-laws bylaws of Seller Xxxxx or any of its Subsidiaries or (ii) conflict with, result in a breach of, constitute a default underunder (or an event which, with notice or lapse of time, or both, would constitute a breach or default), result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contractContract, lease, license, instrument, Permit or other arrangement (written or oral) to which Seller Xxxxx or any of its Subsidiaries is a party or by which Seller any of them is bound or to which Seller or its any of their respective assets is subject (or result in the imposition of any Security Interest upon any of its their respective assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(dSection(c) heretoof the Xxxxx Disclosure Schedule, Seller does not need none of Xxxxx or any of its Subsidiaries needs to give any notice to, Annex V-Reps. & Warranties of Xxxxx make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency Governmental Authority in order for the Parties to consummate the transactions contemplated by this Agreement, except where Agreement and the failure Ancillary Agreements or continue the effectiveness of Permits relating to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on Xxxxx Business following the ability of the Parties to consummate the transactions contemplated by this AgreementClosing.

Noncontravention. Except as set forth otherwise shown in Schedule 4(d) heretoSection 3.3 of the Seller's Disclosure Schedule, to the Knowledge of the Seller, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated herebyhereby (including the assignments and assumptions referred to in Section 2 above), will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which any of the Seller and its Subsidiaries is subject or any provision of the Certificate charter or bylaws of Incorporation or By-laws any of the Seller and its Subsidiaries or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which any of the Seller and its Subsidiaries is a party or by which Seller it is bound or to which Seller or any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the financial condition (financial or otherwise) of the Seller and its Subsidiaries taken as a whole or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) heretoTo the Knowledge of the Seller, none of the Seller does not need and its Subsidiaries needs to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this AgreementAgreement (including the assignments and assumptions referred to in Section 2 above), except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the financial condition (financial or otherwise) of the Seller and its Subsidiaries taken as a whole or on the ability of the Parties to consummate the transactions contemplated by this Agreement.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and the delivery of this ---------------- Agreement, nor the consummation of the transactions contemplated herebyby this Agreement, will (i) violate any valid constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller Sybra is subject or any provision of the Certificate charter or bylaws of Incorporation or By-laws of Seller Sybra or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller Sybra is a party or by which Seller it is bound or to which Seller or any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the financial condition (financial or otherwise) of Seller Sybra or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth To the Knowledge of the Seller, and other than in Schedule 4(d) heretoconnection with the provisions of the Xxxx-Xxxxx-Xxxxxx Act and the Required Consents of Seller, Seller Sybra does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the financial condition (financial or otherwise) results of Seller operations of Sybra or on the ability of the Parties to consummate the transactions contemplated by this Agreement.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will will, directly or indirectly, (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller any of the Target and its Subsidiaries is subject or any provision of the Certificate charter or bylaws of Incorporation or By-laws any of Seller the Target and its Subsidiaries or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller any of the Target and its Subsidiaries is a party or by which Seller it is bound or to which Seller or any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure ) or (iii) cause Buyer or Target or its Subsidiaries to give noticebecome subject to, or Security Interest would not have a material adverse effect on to become liable for the condition payment of, any tax, or (financial or otherwiseiv) of Seller or on the ability cause any of the Parties assets owned by Target or its Subsidiaries to consummate be reassessed or revalued by any taxing authority or other Governmental Body. Other than in connection with the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) heretoColorado Business Corporation Act, Seller does not need the Delaware General Corporation Law, the Securities Exchange Act, the Securities Act, and the state securities laws, none of the Target and its Subsidiaries needs to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 3.4, except where the failure neither Target nor its Subsidiaries will be required to give notice, any notice to file, or to obtain any authorization, consent, Consent from any Person in connection with the execution and delivery of this Agreement or approval would not have a material adverse effect on the condition (financial consummation or otherwise) performance of Seller or on the ability any of the Parties to consummate the transactions contemplated by this Agreementherein.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, by Royal Numico or Seller, will (ia) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, Law or other restriction of any government, governmental agency, or court Order to which Seller Royal Numico, Seller, the Company or any of the Subsidiaries is subject or any provision of the Certificate Constituent Documents of Incorporation Royal Numico, Seller, the Company or By-laws any of Seller the Subsidiaries, or (iib) conflict withexcept as set forth in Section 2.06 of the Disclosure Schedule, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, modify or cancel, or require cancel any notice under any agreement, contract, lease, license, instrument, or other arrangement Contract to which Seller Seller, the Company or any Subsidiary is a party or by which Seller it is bound or to which Seller or any of its assets Assets is subject (or result in the imposition of any Security Interest Lien upon any of its assetsAssets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellationcancellation or Lien would not, failure individually or in the aggregate, reasonably be expected to give notice, or Security Interest would not have a material adverse effect on Material Adverse Effect. None of Royal Numico, Seller, the condition (financial Company or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need any Subsidiary is required to give any notice to, make any filing with, with or obtain any authorization, consent, consent or approval of any government or governmental agency Governmental Authority (i) in order for the Parties it to consummate the transactions contemplated by this AgreementAgreement or (ii) that, to Seller's Knowledge, will adversely affect the ability of Purchaser (other than due to any legal or regulatory facts specific to Purchaser) to consummate the transactions contemplated by this Agreement or to obtain the requisite financing in accordance with the commitment letters referred to in Section 3.08, except as disclosed in Section 2.06 of the Disclosure Schedule, and except where the failure to give notice, to file, file or to obtain any such authorization, consent, consent or approval would not not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementMaterial Adverse Effect.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to for the Knowledge of SellerHSR Clearance, neither the execution and execution, delivery or performance by such Seller of this AgreementAgreement and each Ancillary Agreement to which such Seller is or will be a party, nor the consummation of the transactions contemplated herebyhereby or thereby, will (i) assuming compliance by the Companies with Section 3.03 (Noncontravention) and by Buyer with Section 5.03 (Noncontravention), violate or conflict with any constitutionprovision of any Law, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, order or other restriction of any government, governmental agency, or court Governmental Authority to which such Seller is subject or any provision of the Certificate of Incorporation or By-laws of Seller or (ii) violate, conflict with, result in a breach of, constitute a default under(or an event that, with due notice or lapse of time or both, would become a default) under or result in the acceleration of, or create in any party thereto the right to accelerate, terminate, modify, terminate or cancel, or require any consent or notice under, or result in the creation or imposition of any Lien (other than a Permitted Lien) on any property, asset or right of such Seller under any agreement, contract, lease, license, instrument, or other arrangement Contract to which such Seller is a party or by which Seller is bound or to which Seller or its such Seller’s assets is subject (or result are bound, except, in the imposition of any Security Interest upon any of its assets)each case, except where the violation, conflict, breach, defaultdefault or acceleration would not, accelerationindividually or in the aggregate, termination, modification, cancellation, failure to give notice, materially impair or Security Interest would not materially delay or have a material adverse effect on the condition (financial or otherwise) of Seller or on the such Seller’s ability of the Parties to consummate the transactions contemplated by hereby or otherwise perform its obligations under this Agreement or any Ancillary Agreement. Except as set forth in Schedule 4(d) heretofor the HSR Clearance, the execution and delivery by such Seller does of this Agreement and each Ancillary Agreement to which such Seller is a party do not need to give require any notice to, make any filing with, or obtain any authorization, consent, consent or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this AgreementGovernmental Authority, except where for consents or approvals the failure to give notice, to file, or of which to obtain any authorization, consent, or approval would not materially impair or materially delay or otherwise have a material adverse effect on the condition (financial or otherwise) of Seller or on the such Seller’s ability of the Parties to consummate the transactions contemplated by hereby or otherwise perform its obligations under this Agreement or any Ancillary Agreement.

Noncontravention. Except as set forth in Schedule 4(don Section 3(b)(ii) hereto, to of the Knowledge of SellerDisclosure Schedule, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, hereby will (i) to the Knowledge of the Schillings, violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agencyagency or court, or court to which Seller the Company is subject or any provision of the Certificate charter or bylaws of Incorporation or By-laws of Seller the Company or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller the Company is a party or by which Seller it is bound or to which Seller or any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the condition (business, financial condition, operations, results of operations, or otherwise) future prospects of Seller the Company or on the ability of the Parties parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) heretoTo the Knowledge of the Schillings, Seller the Company does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (business, financial condition, operations, results of operations, or otherwise) future prospects of Seller the Company or on the ability of the Parties parties to consummate the transactions contemplated by this Agreement.

Noncontravention. Except Subject to compliance with applicable requirements of the Securities Act and any applicable state securities laws, the Exchange Act and the filing of the Certificate of Merger as set forth in Schedule 4(d) hereto, to required by the Knowledge of SellerDelaware General Corporation Law, neither the execution and delivery by the Company of this Agreement, and except as set forth in Section 2.4 of the Disclosure Schedule, nor the consummation by the Company of the transactions contemplated hereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation or By-laws of Seller the Company, (b) require on the part of the Company any filing with, or any permit, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (iia "Governmental Entity"), (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, instrument, contract or other arrangement instrument to which Seller the Company is a party or by which Seller the Company is bound or to which Seller or any of its assets is subject (or result subject, except, in the imposition case of any Security Interest upon any of its assetsclauses (a), except where the violation(b) and (c) above, for (i) any conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, modification or Security Interest cancellation which would not have a material adverse effect on Company Material Adverse Effect and would not adversely affect the condition (financial or otherwise) consummation of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(dhereby or (ii) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, consent or to obtain any authorization, consent, or approval waiver the absence of which would not have a material adverse effect on Company Material Adverse Effect and would not adversely affect the condition (financial or otherwise) consummation of Seller or on the ability of the Parties to consummate the transactions contemplated by hereby, (d) result in the imposition of any Security Interest (as defined below) upon any assets of the Company or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its properties or assets. For purposes of this Agreement: "Security Interest" means any mortgage, pledge, security interest, encumbrance, charge or other lien (whether arising by contract or by operation of law), other than (i) mechanic's, materialmen's, and similar liens, (ii) liens arising under worker's compensation, unemployment insurance, social security, retirement, and similar legislation, and (iii) liens on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the Ordinary Course of Business (as defined below) of the Company and not material to the Company; and "Ordinary Course of Business" means the ordinary course of the Company's business, consistent with past custom and practice (including with respect to frequency and amount).

Noncontravention. Except as set forth disclosed in Schedule 4(d§ 4(f) hereto, to of the Knowledge of SellerCompany Disclosure Letter, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, decree or other restriction of any government, governmental agency, or court Government Entity to which Seller Company or any of its Subsidiaries is subject or any provision of the Certificate of Incorporation charter or Byby-laws of Seller Company or any of its Subsidiaries or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, modify or cancel, cancel or require any notice under any agreement, contract, lease, license, instrument, instrument or other arrangement to which Seller Company or any of its Subsidiaries is a party or by which Seller it is bound or to which Seller or any of its assets is subject (or result subject, except in the imposition case of any Security Interest upon any of its assets), except clause (ii) where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, cancellation or failure to give notice, or Security Interest notice would not reasonably be expected to have a material adverse effect on the condition (financial Company Material Adverse Effect or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except except as set forth in Schedule 4(d§ 4(f) heretoof the Company Disclosure Letter. Other than as required under the provisions of the Hxxx-Xxxxx-Xxxxxx Act, Seller does not need the DGCL and applicable securities laws, neither Company nor any of its Subsidiaries needs to give any notice to, make any filing with, with or obtain any authorization, consent, consent or approval of any government or governmental agency Government Entity in order for the Parties parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, file or to obtain any authorization, consent, consent or approval would not reasonably be expected to have a material adverse effect on the condition (financial Company Material Adverse Effect or otherwiseexcept as set forth in § 4(f) of Seller the Company Disclosure Letter. "Required Company Consents" means any authorization, consent or on the ability approval of a Government Entity or other third party required to be obtained pursuant to any state securities laws or so that a matter set forth in § 4(f) of the Parties Company Disclosure Letter would not be reasonably expected to consummate the transactions contemplated by have a Company Material Adverse Effect for purposes of this Agreement§ 4(f).

Noncontravention. Except as for the consents, approvals, authorizations and licenses set forth in § 3.3 of the Disclosure Schedule 4(d) heretoand would not reasonably be expected to have a Material Adverse Effect, to the Knowledge of Seller, neither the execution and delivery by each Seller of this AgreementAgreement and the Transaction Documents to which it is a party, nor the performance by each Seller of its obligations hereunder and thereunder and the consummation of the transactions contemplated herebyhereby and thereby, will shall not (with or without notice or lapse of time): (i) violate any constitutionviolate, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation or By-laws of Seller or (ii) conflict with, result in a breach of the terms or conditions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, result in the acceleration of(A) any Contract, create in (B) any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement Contractual Obligation to which either Seller is a party or any of the Acquired Assets is subject or by which either Seller is bound or to which Seller or its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give noticebound, or Security Interest would not have a material adverse effect on (C) any Law, Governmental Authorization applicable to either Seller, the condition Acquired Assets, the Business or the Assumed Liabilities; (financial or otherwiseii) of Seller or on the ability contravene any provision of the Parties operating agreement, by-laws, certificate of incorporation or similar governing documents of either Seller; (iii) require Seller to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) heretomake any declaration, Seller does not need to give filing or registration with, or provide any notice to, make any Governmental Authority or obtain any Governmental Authorization, (iv) require any consent, approval or authorization of, declaration, filing or registration with, or obtain notice to, any authorization, consent, other Person; (v) result in the creation or approval imposition of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain Lien upon any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties Acquired Assets; or (vi) cause the Buyer to consummate the transactions contemplated by this Agreementhave any Liability for any Tax.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated herebyhereby (including the assignments and assumptions referred to in ss.2 above), will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court or governmental or arbitral tribunal to which any Seller Party is subject (and, in the case of any injunction, judgment, order, decree, ruling or charge of a court or governmental or arbitral tribunal, or which a Seller Party has been informed) or any provision of the Certificate charter or bylaws of Incorporation or By-laws of any Seller Party or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which any Seller Party is a party or by which Seller it is bound or to which Seller or any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the financial condition (financial or otherwise) of Seller PGE and its Subsidiaries taken as a whole or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) heretoTo the Knowledge of the Seller, the Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this AgreementAgreement (including the assignments and assumptions referred to in ss.2 above), except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the financial condition (financial or otherwise) of the Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Selleron SCHEDULE 3.4, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated herebyhereby (including the assignments and assumptions referred to in Article II above), will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, charge or other restriction of any government, governmental agency, Governmental Authority or court to which the Seller is subject or any provision of the Certificate of Incorporation Seller's charter or By-laws of Seller bylaws or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Seller is a party or by which Seller it is bound or to which Seller or its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementMaterial Adverse Effect. Except as set forth in Schedule 4(d) heretofor the Required Approvals, the Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency Governmental Authority in order for the Parties to consummate the transactions contemplated by this AgreementAgreement (including the assignments and assumptions referred to in Article II above), except where the failure to give such notice, to filemake such filing, or to obtain any such authorization, consent, consent or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementMaterial Adverse Effect.

Noncontravention. Except Subject to obtaining the consents listed on Schedule 4(a)(iii) and compliance with the HSR Act, as set forth in Schedule 4(d) hereto, to the Knowledge of Sellernecessary, neither the execution and the delivery of this Agreement, the other Transaction Documents or the other documents contemplated hereby and thereby, nor the consummation of the transactions contemplated hereby, hereby and thereby will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, Law or other restriction Order of any government, governmental agency, Governmental Body or court to which either Seller is subject or any provision of the Certificate of Incorporation or By-laws and Bylaws of either Seller or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, modify or cancel, or require any notice under under, any agreement, contract, lease, license, instrument, or other arrangement Contract to which either Seller is a party or by which Seller it is bound or to which Seller or any of its assets is are subject (or result in the imposition of any Security Interest upon any of its their assets), ) except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, notice or Security Interest other specified occurrence would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementMaterial Adverse Effect. Except as set forth in Schedule 4(d) hereto3(c), neither Seller does not need needs to give any notice to, make any filing with, or obtain any authorization, consent, consent or approval of any government Governmental Body or governmental agency other Person in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition . (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement.iv)

Noncontravention. (a) Except as set forth in Schedule 4(dSection 3.3(a) heretoof the Disclosure Schedule, to the Knowledge of Seller, neither the execution and delivery by IMS or the Company of this AgreementAgreement and the other Transaction Agreements to which either of them is a party, nor and the consummation of the transactions contemplated herebyhereby and thereby and the compliance by either of them with the provisions hereof and thereof do not and will not result in the creation of any lien, will (i) violate any constitutionpledge, statute, regulation, rule, injunction, judgment, order, decree, rulingclaim, charge, mortgage, encumbrance or other restriction security interest of any governmentkind, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation or By-laws of Seller or (ii) conflict with, result in breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller is a party whether arising by Contract or by which Seller is bound operation of Law (a "Lien"), in or to which Seller or its assets is subject (or result in the imposition of any Security Interest upon any of the properties or assets of IMS or its assets), except where Affiliates that are material to the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability conduct of the Parties to consummate the transactions contemplated by this AgreementCD Business. Except as set forth in Schedule 4(dSection 3.3(a) heretoof the Disclosure Schedule, Seller does not need the execution and delivery by IMS or the Company of this Agreement and the other Transaction Agreements to give any notice towhich either of them is a party, make any filing with, or obtain any authorization, consent, or approval and the consummation of any government or governmental agency in order for the Parties to consummate the transactions contemplated hereby and thereby and the compliance by this Agreementeither of them with the provisions hereof and thereof do not and will not (i) conflict with or result in any violation or default (with or without notice or lapse of time or both) under, except where the failure (ii) give rise to give notice, to filea right of, or to obtain any authorizationresult in, consenttermination or cancellation of, or approval would not have acceleration of any obligation under, (iii) result in a loss of a material adverse effect on benefit under, or (iv) give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (A) the condition Constitutive Documents of IMS or the Company, (financial B) any material Business Contract to which IMS or otherwiseany of its Affiliate or the Company is a party or is bound by, or any Contributed Assets are bound by or subject, or under which IMS or any of its Affiliates or the Company has material rights or benefits or (C) subject to the governmental filings and other matters referred to in Section 3.3(b), any constitution, act, statute, law (including common law), ordinance, treaty, rule or regulation of Seller any Governmental Entity (a "Law") or on any judgment, order or decree (a "Judgment"), in each case applicable to IMS or any of its Affiliates or the ability of Contributed Assets or the Parties to consummate Purchased Assets, or the transactions contemplated by this AgreementCompany.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated herebyhereby (including the assignments and assumptions referred to in Section 2), will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court Law to which the Seller and/or any of its Subsidiaries or any of their respective property is subject or subject, (ii) violate any provision of the Certificate charter or bylaws or any other similar governing or organizational documents of Incorporation or By-laws the Seller and/or any of Seller its Subsidiaries, or (iiiii) subject to obtaining the Approval Order, conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or consent (other than notices and consents specified in Section 3.3 of the Disclosure Schedule) under any agreement, contract, lease, license, instrument, or other arrangement Contractual Obligation to which the Seller and/or any of its Subsidiaries is a party subject or by which Seller any of them is bound or to which Seller or its assets any of the Acquired Assets is subject (or result in the imposition of any Security Interest Lien upon any of its assetsthe Acquired Assets), except where the violationfor such conflicts, conflictbreaches, breachdefaults, defaultaccelerations or such rights to accelerate, accelerationterminate, terminationmodify or cancel, modification, cancellation, or any failure to give noticeobserve any such notice or consent requirements which has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Other than in connection or in compliance with the provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the Procedure Order and the Approval Order, or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) heretoSection 3.3 of the Disclosure Schedule, neither the Seller does not need nor any of its Subsidiaries needs to give any notice to, make any filing with, or obtain any authorization, consent, waiver or approval of of, any government or governmental agency in order for the Parties such Persons to consummate the transactions contemplated by this Agreement, except where Agreement (including the failure assignments and assumptions referred to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementin Section 2).

Noncontravention. Except Subject to compliance with the applicable requirements of the Securities Act and any applicable state securities laws, the Exchange Act and the filing of the Certificate of Merger as set forth in Schedule 4(d) hereto, to required by the Knowledge of SellerDelaware General Corporation Law, neither the execution and delivery by the Buyer or the Transitory Subsidiary of this Agreement or (in the case of the Buyer) the Escrow Agreement, nor the consummation by the Buyer or the Transitory Subsidiary of the transactions contemplated herebyhereby or thereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation charter or By-laws of Seller the Buyer or the Transitory Subsidiary, (iib) require on the part of the Buyer or the Transitory Subsidiary any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (c) conflict with, result in breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the any right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, instrument, contract or other arrangement instrument to which Seller the Buyer or the Transitory Subsidiary is a party or by which Seller either is bound or to which Seller or its assets is subject (or result in the imposition of any Security Interest upon any of its assets)their assets are subject, except where the violation, for (i) any conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, modification or Security Interest cancellation which would not have a material adverse effect on adversely affect the condition (financial or otherwise) consummation of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(dhereby or (ii) heretoany notice, Seller does consent or waiver the absence of which would not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval adversely affect the consummation of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to filehereby, or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to obtain the Buyer or the Transitory Subsidiary or any authorization, consent, of their properties or approval would not have a material adverse effect on assets or (e) result in the condition (financial imposition of any Security Interest upon and assets of Buyer or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementTransitory Subsidiary.

Noncontravention. Except as set forth in Schedule 4(d) hereto, Subject to the Knowledge filing of Sellerthe Certificate of Merger as required by the Corporation Law, neither the execution and delivery by the Company of this Agreement, nor the consummation by the Company of the transactions contemplated hereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation or By-laws of Seller the Company, (b) require on the part of the Company any filing with, or any permit, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (iia "GOVERNMENTAL ENTITY"), (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, instrument, contract or other arrangement instrument to which Seller the Company is a party or by which Seller the Company is bound or to which Seller or any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets)subject, except where the violation, for (i) any conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, modification or Security Interest cancellation which would not have a material adverse effect on Company Material Adverse Effect and would not adversely affect the condition (financial or otherwise) consummation of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(dhereby or (ii) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, consent or to obtain any authorization, consent, or approval waiver the absence of which would not have a material adverse effect on Company Material Adverse Effect and would not adversely affect the condition (financial or otherwise) consummation of Seller or on the ability of the Parties to consummate the transactions contemplated by hereby, (d) result in the imposition of any Security Interest (as defined below) upon any assets of the Company or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its properties or assets. For purposes of this Agreement: "SECURITY INTEREST" means any mortgage, pledge, security interest, encumbrance, charge or other lien (whether arising by contract or by operation of law), other than (i) mechanic's, materialmen's, and similar liens, (ii) liens arising under worker's compensation, unemployment insurance, social security, retirement, and similar legislation, (iii) liens for taxes not yet due and payable, and (iv) liens on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the Ordinary Course of Business (as defined below) of the Company and not material to the Company; and "ORDINARY COURSE OF BUSINESS" means the ordinary course of the Company's business, consistent with past custom and practice (including with respect to frequency and amount).

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated herebyhereby (including the assignments and assumptions referred to in Section 2 above), will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation charter or By-laws bylaws of Seller or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller is a party or by which Seller it is bound or to which Seller or its assets any of the Acquired Assets is subject (or result in the imposition of any Security Interest upon any of its assetsthe Acquired Assets), except where the violationsubject to Seller's receipt, conflictwhich is required hereunder, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementLandlord Consents and other required third party consents described in Section 5(b) and Section 5(c) below. Except as set forth in Schedule 4(d) heretoit relates to the Xxxx-Xxxxx-Xxxxxx Act and any applicable state statutes relating to the Store going-out-of- business sales, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval approv- al of any government or governmental agency in order for the Parties Par- ties to consummate the transactions contemplated by this Agreement, except where Agree- ment (including the failure assignments and assumptions referred to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementin Section 2 above).

Noncontravention. Except as set Section 4.1(b) of the Seller's Disclosure Schedule sets forth all material notices to, filings with, and all authorizations, consents, or approvals of Governmental Authorities required to be made or obtained in Schedule 4(d) heretoorder to consummate the transactions contemplated by this Agreement. Neither the execution, delivery or performance of this Agreement by the Seller nor the execution, delivery or performance by each of the Seller Parties of each other agreement or instrument to the Knowledge of Seller, neither the execution and delivery of which it is a party executed in connection with this Agreement or delivered pursuant to this Agreement, nor the consummation of the transactions contemplated herebyhereby or thereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court Law to which Seller any of the Acquired Companies is subject or to which any Subject Asset is subject or any provision of the Certificate Organizational Documents of Incorporation each of the Acquired Companies, (ii) contravene, conflict with or By-laws result in a violation of Seller any of the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel or terminate any material authorization or Permit issued by a Governmental Authority that is held by any Acquired Company or Fox River or that otherwise directly relates to any Subject Asset, or (iiiii) give any Governmental Authority or other Person the right to challenge any of the transactions contemplated under this Agreement or exercise any remedy or obtain any relief under any Law to which any Acquired Company or Fox River is subject or (iv) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, cancel or cancelexercise any material remedy or material loss of rights, or result in the creation of any Encumbrance (other than Permitted Encumbrances), or require any notice or trigger any rights to any material payment or other compensation under any agreement, contract, lease, license, instrument, or other arrangement (w) to which Seller the Acquired Companies is a party or by which Seller it is bound or bound, (x) to the Seller's Knowledge, the loading dock agreement to which Seller Fox River is a party or its assets by which it is subject bound, (y) to which any Subject Asset is subject, or (z) which constitutes part of the Acquired Assets (or result in the imposition of any Security Interest Encumbrance upon any of its assetsthe Subject Assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure for required consents to give notice, transfer and related provisions and any other third party appraisals or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions consents contemplated by in this Agreement. Except as , which are set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwiseSection 4.1(b) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementSeller's Disclosure Schedule.

Noncontravention. Except as set forth described in Schedule 4(d) hereto, to Section 2.4 of the Knowledge of SellerDisclosure Schedule, neither the execution and delivery by the Seller of this AgreementAgreement or the Ancillary Agreements, nor the consummation by the Seller of the transactions contemplated herebyhereby or thereby, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation or By-laws of the Seller, (b) require on the part of the Seller any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, (iic) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration ofof obligations under, create in any party the right to accelerate, terminate, modify, modify or cancel, or require any notice under notice, consent or waiver under, any agreement, contract, lease, license, instrument, contract or other arrangement instrument to which the Seller is a party or by which the Seller is bound or to which Seller or any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets)subject, except where the violation, for (i) any conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, modification or Security Interest cancellation which would not have a material adverse effect on Seller Material Adverse Effect and would not adversely affect the condition (financial or otherwise) consummation of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(dhereby or (ii) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, consent or to obtain any authorization, consent, or approval waiver the absence of which would not have a material adverse effect on Seller Material Adverse Effect and would not adversely affect the condition (financial or otherwise) consummation of Seller or on the ability of the Parties to consummate the transactions contemplated by hereby, (d) result in the imposition of any Security Interest (as defined below) upon any assets of the Seller or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Seller or any of its properties or assets. For purposes of this Agreement: "Security Interest" means any mortgage, pledge, security interest, encumbrance, charge or other lien (whether arising by contract or by operation of law), other than (i) mechanic's, materialmen's, and similar liens, (ii) liens arising under worker's compensation, unemployment insurance, social security, retirement, and similar legislation and (iii) liens on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the Ordinary Course of Business (as defined below) of the Seller and not material to the Seller. "Ordinary Course of Business" means the ordinary course of business of the Seller's business, consistent with past custom and practice (including with respect to frequency and amount).

Noncontravention. Except as set forth in Schedule 4(dSection 4(c) hereto, to of the Knowledge of SellerDisclosure Schedule, neither the execution and the delivery of this AgreementAgreement by Seller and Target, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller Target or any of the Assets is subject or any provision of the Certificate charter or bylaws of Incorporation or By-laws of Seller Target or (ii) conflict with, result in a material breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, material (whether individually or other arrangement in the aggregate) Contract to which Seller Target is a party or by which Seller it is bound or to which Seller or its assets any of the Assets is subject (or result in the imposition of any Security Interest upon any of its assetsthe Assets), except where where, prior to or simultaneously with the violationClosing, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, such Contract is being terminated or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability consent of the Parties to consummate other party thereto will have been obtained (including the transactions release of the Mellon Bank Security Interest). Except for the filings contemplated by this Agreement. Except as set forth in Schedule 4(dSection 5(b) heretobelow, Seller Target does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementMaterial Adverse Effect.

Noncontravention. (a) Except as set forth in Schedule 4(dSection 3.3(a) heretoof the Disclosure Schedule, the execution and delivery by IMS or the Company of this Agreement and the other Transaction Agreements to which either of them is a party, and the consummation of the transactions contemplated hereby and thereby and the compliance by either of them with the provisions hereof and thereof do not and will not result in the creation of any lien, pledge, claim, charge, mortgage, encumbrance or other security interest of any kind, whether arising by Contract or by operation of Law (a "Lien"), in or upon any of the properties or assets of IMS or its Affiliates that are material to the Knowledge conduct of Sellerthe CD Business. Except as set forth in Section 3.3(a) of the Disclosure Schedule, neither the execution and delivery by IMS or the Company of this Agreement and the other Transaction Agreements to which either of them is a party, and the consummation of the transactions contemplated hereby and thereby and the compliance by either of them with the provisions hereof and thereof do not and will not (i) conflict with or result in any violation or default (with or without notice or lapse of time or both) under, (ii) give rise to a right of, or result in, termination or cancellation of, or acceleration of any obligation under, (iii) result in a loss of a material benefit under, or (iv) give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (A) the Constitutive Documents of IMS or the Company, (B) any material Business Contract to which IMS or any of its Affiliates or the Company is a party or is bound by, or any Purchased Assets are bound by or subject, or under which IMS or any of its Affiliates or the Company has material rights or benefits or (C) subject to the governmental filings and other matters referred to in Section 3.3(b), any constitution, act, statute, law (including common law), ordinance, treaty, rule or regulation of any Governmental Entity (a "Law") or any judgment, order or decree (a "Judgment"), in each case applicable to IMS or any of its Affiliates or the Contributed Assets or the Purchased Assets, or the Company. -9- <PAGE> (b) No consent, approval, license, permit, order or authorization of, registration, declaration or filing with, or notice to, any Governmental Entity is required by or with respect to IMS or the Company in connection with the execution and delivery of this Agreement, nor the other Transaction Agreements to which either of them is a party, the consummation of the transactions contemplated hereby or thereby or the compliance by IMS or the Company with the provisions hereof and thereof, except (i) for filings required under, and compliance with other applicable requirements of, the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"), and any similar competition filing with any Governmental Entity, if applicable to this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby; (ii) the filing with the Securities and Exchange Commission (the "SEC")of such reports under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement and the other Transaction Agreements and the transactions contemplated hereby and thereby; (iii) filings with, and notices and submissions to, the United States Food and Drug Administration (the "FDA"); (iv) such filings as may be required to transfer the ownership of Intellectual Property Rights; and (v) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices, the failure of which to be obtained or made individually or in the aggregate would not impair in any material respect the ability of IMS or the Company to perform its obligations under this Agreement or prevent or materially impede or delay the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation or By-laws of Seller or (ii) conflict with, result in breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller is a party or by which Seller is bound or to which Seller or its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement.Section 3.4

Noncontravention. Except as set forth in Schedule 4(d) hereto, to To the Knowledge of Sellerany director or officer of the Buyer, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller either the Buyer or the Transitory Subsidiary is subject or any provision of the Certificate of Incorporation charter or Byby-laws of Seller either the Buyer or the Transitory Subsidiary or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller either the Buyer or the Transitory Subsidiary is a party or by which Seller it is bound or to which Seller or any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets)subject, except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, or failure to give notice, or Security Interest notice would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth To the Knowledge of any director or officer of the Buyer, and other than in Schedule 4(d) heretoconnection with the provisions of the New York Business Corporation Law, Seller does not need the Securities Exchange Act, the Securities Act, and state securities laws, neither the Buyer, nor the Transitory Subsidiary needs to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement.

Noncontravention. Except as set forth in Schedule 4(d) heretoSubject to compliance with the applicable requirements of the Hart-Scoxx-Xxxxxx Xxx, to the Knowledge of Seller, neither xxither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (iA) if such Seller is an entity, violate any provision of its Governing Documents, (B) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which such Seller is subject subject, (C) with or any provision without notice, lapse of the Certificate of Incorporation time (or By-laws of Seller or (ii) both), conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any material agreement, contract, lease, license, instrument, or other arrangement to which such Seller is a party or by which such Seller is bound or to which Seller or its any of such Seller’s assets is subject subject, or (or D) result in the imposition or creation of a Lien (other than Permitted Encumbrances) upon or with respect to such Seller’s Shares under any Security Interest upon agreement, contract, lease, instrument, or other arrangement to which such Seller is a party or by which it is bound or to which any of its assetsassets is subject, except, in the case of clauses (B), except where (C) and (D), as would not, individually or in the violationaggregate, conflict, breach, default, acceleration, termination, modification, cancellation, failure reasonably be expected to give notice, prevent or Security Interest would not have a material adverse effect on delay the condition (financial or otherwise) consummation of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementhereby. Except as set forth in Schedule 4(d) hereto, Such Seller does is not need required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where other than (A) compliance with and filings under the Hart-Scoxx-Xxxxxx Xxx, (X) those that may be required solely by reason of Buyer being the buyer of the Shares and (C) those that the failure to give noticemake or obtain would not, individually or in the aggregate, reasonably be expected to file, prevent or to obtain any authorization, consent, or approval would not have a material adverse effect on delay the condition (financial or otherwise) consummation of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementhereby.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and the delivery of this AgreementAgreement or the Ancillary Agreements, nor the consummation of the transactions contemplated herebyby this Agreement or the Ancillary Agreements, will (i) violate any valid constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller the Buyer is subject or any provision of the Certificate organizational documents of Incorporation or By-laws of Seller the Buyer; or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or consent under any agreement, contract, lease, license, instrument, or other arrangement to which Seller the Buyer is a party or by which Seller it is bound or to which Seller or any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give noticenotice or obtain consent, or Security Interest would not have a material adverse effect on the financial condition (financial or otherwise) of Seller the Buyer taken as a whole or on the ability of the Parties to consummate the transactions contemplated by this AgreementAgreement or the Ancillary Agreements. Except as set forth To the Knowledge of the Buyer, and other than in Schedule 4(d) heretoconnection with the provisions of the Xxxx-Xxxxx-Xxxxxx Act, Seller the Buyer does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this AgreementAgreement or the Ancillary Agreements, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the financial condition (financial or otherwise) of Seller the Buyer taken as a whole or on the ability of the Parties to consummate the transactions contemplated by this AgreementAgreement or the Ancillary Agreements.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to To the Knowledge of SellerSpot Us, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated herebyhereby (including the assignments and assumptions referred to in ss.1 above), will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller Spot Us is subject or any provision of the Certificate charter or bylaws of Incorporation or By-laws any of Seller Spot Us or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller any of Spot Us and its Subsidiaries is a party or by which Seller it is bound or to which Seller or any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the financial condition (financial or otherwise) of Seller Spot Us or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) heretoTo the Knowledge of Spot Us, Seller does not need none of Spot Us or its Subsidiaries needs to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this AgreementAgreement (including the assignments and assumptions referred to in ss.2 above), except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the financial condition (financial or otherwise) of Seller Spot Us or on the ability of the Parties to consummate the transactions contemplated by this Agreement.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and the delivery of this Agreement, Agreement and the agreements contemplated hereby nor the consummation of the transactions contemplated hereby, hereby and thereby will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, order or other restriction decree of any government, governmental agency, agency or court to which Seller the Buyer or the Transitory Subsidiary is subject or by which it or its assets may be bound or any provision of the Certificate limited partnership agreement or operating agreement of Incorporation or By-laws of Seller the Buyer and the Transitory Subsidiary, respectively, or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, modify or cancel, or require any notice under any agreement, note, bond, mortgage, contract, lease, license, instrument, permit or other arrangement instrument to which Seller the Buyer or the Transitory Subsidiary is a party or by which Seller it is bound or to which Seller or any of its assets is subject (or result in the imposition of any Security Interest Lien upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, notice or Security Interest Lien would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties Buyer or the Transitory Subsidiary to consummate the transactions contemplated by or perform its obligations under this Agreement. Except as set forth for the filing of the Certificate of Merger in Schedule 4(d) heretoDelaware, Seller does not need neither the Buyer nor the Transitory Subsidiary needs to give any notice to, make any filing with, with or obtain any authorization, consent, consent or approval of any government or governmental agency or other Person in order for such Parties to execute and deliver this Agreement and the Parties other agreements contemplated hereby to which they are parties or to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementhereby and thereby.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and delivery of this AgreementAgreement by Seller nor the consummation by Seller of the transactions contemplated hereby will (i) conflict with or result in a breach of any provision of the articles or certificate of incorporation or bylaws of the Company; (ii) violate, nor conflict with or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate or cause a default under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Seller under any agreement, indenture, instrument, order, judgment or decree binding on Seller or on his properties or assets, except for such violations, conflicts, breaches, defaults, terminations, accelerations, liens, security interests, charges or encumbrances that would not separately or in the aggregate have a Material Adverse Effect on Seller; (iii) violate any statute, rule, regulation, ordinance or other law or any judgment, order, decree, stipulation, injunction or charge of any court, administrative agency or commission or other governmental authority or instrumentality by which Seller is bound, except for such violations that would not separately or in the aggregate have a Material Adverse Effect on Seller; or (iv) require any consent, approval, declaration, order or authorization of, or registration or filing with, any third party, court or governmental body or other agency, instrumentality or authority by or with respect to Seller in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, will (i) violate other than the filing of a premerger notification report by Seller under the HSR Act, except if the failure to obtain any constitutionsuch consent, statuteapproval, regulationdeclaration, rule, injunction, judgment, order, decree, ruling, charge, order or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation or By-laws of Seller or (ii) conflict with, result in breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller is a party or by which Seller is bound authorization or to which Seller make any such registration or its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest filing would not have a material adverse effect Material Adverse Effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementSeller.

Noncontravention. Except as set forth in Schedule 4(dSection 3(c) hereto, to of the Knowledge of SellerDisclosure Schedules, neither the Seller’s execution and delivery of this AgreementAgreement or the other Seller Transaction Documents, nor the consummation of the transactions contemplated herebyhereby or thereby, will (i) conflict with or violate the Certificate of Incorporation, By-Laws or other organizational documents of Seller, Altama or its Subsidiaries, (ii) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, charge or other restriction of any government, governmental agency, or court Government Authority to which Seller or either of Altama and its Subsidiaries is subject or any provision of the Certificate of Incorporation or By-laws of Seller or subject, (iiiii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller or Altama or its Subsidiaries is a party or by which Seller it is bound or to which Seller or its any of their assets is subject subject, or (or iv) result in the imposition or creation of any a Security Interest upon any of its assets), except where or with respect to the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give noticeShares, or Security Interest the assets of Altama or its Subsidiaries, in each case (excluding clause (i) of this Section 3.1(c)) other than anything that would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementMaterial Adverse Effect. Except as set forth in Schedule 4(dSection 3(c) heretoof the Disclosure Schedules, Seller does not need to give any notice tono consent, make any approval, order, exemption or authorization of, or registration, qualification, designation, notice, declaration or filing with, or obtain any authorization, consent, or approval Governmental Entity on the part of any government or governmental agency in order Seller is required for Seller to execute and deliver this Agreement and the other Seller Transaction Documents and for the Parties to consummate consummation of the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementhereby and thereby.

Noncontravention. Except as set forth in Schedule 4(d) heretoThe execution, to the Knowledge of Seller, neither the execution delivery and delivery performance of this AgreementAgreement and each agreement, nor document and instrument to be executed and delivered by the Seller pursuant to or as contemplated by this Agreement does not and will not, and the consummation of the transactions contemplated herebyhereby (including the assignments and assumptions referred to in Section 2 above), will not (i) violate contravene, conflict with, or result in a breach or violation of any constitution, statute, regulation, rule, injunction, judgment, order, writ, award, decree, ruling, charge, or other restriction of any government, governmental agencyGovernmental Entity to which the Seller is, or court to which Seller is subject its assets or properties are, subject, (ii) contravene, conflict with or result in a violation or breach of any provision of the Certificate charter or bylaws of Incorporation or By-laws of the Seller or (iiiii) except as set forth in Section 3(c) of the Seller Disclosure Schedule, conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to (whether immediately, or after notice or the passage of time, or both) accelerate, terminate, modify, or cancel, or require any notice under any material agreement, contract, leaselease (including with respect to the Leased Real Property), license, instrument, indenture, loan or credit agreement, mortgage, lien, or other arrangement to which the Seller is a party or by which Seller it is bound or to which Seller or any of its assets (including the Acquired Assets) is subject (or result in the creation or imposition of any Security Interest upon any of its assets, including the Acquired Assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) heretofor the notices required under the Xxxx-Xxxxx-Xxxxxx Act, the Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency Governmental Entity in order for the Parties to consummate the transactions contemplated by this Agreement, except where Agreement (including the failure assignments and assumptions referred to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementin Section 2 above).

Noncontravention. Except as set forth described in Schedule 4(d) hereto, to Section 4.3 of the Knowledge of SellerDisclosure Schedule, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller the Company is subject or any provision of the Certificate articles of Incorporation organization or By-laws the operating agreement of Seller the Company, or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrumentnote, mortgage, indenture, deed of trust, instrument or other arrangement to which Seller the Company is a party or by which Seller it is bound or to which Seller or any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would . The Company is not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency Person in order for the Parties parties to consummate the transactions contemplated by this Agreement. Notwithstanding the foregoing, except where Buyer acknowledges receipt from Seller of copies of all the managed care contracts identified in Section 4.14 of the Disclosure Schedule (the “Managed Care Contracts”), has reviewed the Managed Care Contracts and has made its own determination as to the extent to which notice must be given to and/or consent must be obtained from the other contracting parties to the Managed Care Contracts in connection with Buyer’s purchase of the Interests. The parties further acknowledge and agree that Buyer has instructed that Seller give notice of Buyer’s purchase of the Interests to (i) PacifiCare, and (ii) Sierra Health & Life Insurance Company, Inc. and its Affiliates, that Seller has given notice of Buyer’s purchase of the Interests to such parties and that any failure of Seller to give noticeany further notice to and/or obtain the consent of any party to any Managed Care Contract shall not be considered to be a breach of this Agreement. Buyer and Seller further acknowledge that any of the Managed Care Contracts may be terminated for any reason by any party at any time and that any such termination is outside the control of Seller. Accordingly, Buyer and Seller agree that any termination and/or modification of any Managed Care Contract subsequent to filethe Closing Date shall not affect the Purchase Price or the amount of the Post-Closing Payment and shall not be considered to be a breach of this Agreement by Seller, or to obtain a breach of any authorizationrepresentation, consent, warranty or approval would not have a material adverse effect on the condition (financial or otherwise) of covenant made by Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementherein.

Noncontravention. Except as set forth in on Schedule 4(d) hereto, to the Knowledge of Seller3.3, neither the execution and execution, delivery or performance of this AgreementAgreement (including the Ancillary Agreements and all other agreements referred to herein or contemplated hereby) by Seller, nor the consummation by Seller of the transactions contemplated herebyhereby and thereby, including delivery of the Acquired Assets or the assignments and assumptions referred to in Article II herein, will (ia) conflict with or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation Charter or By-laws Bylaws; (b) require on the part of Seller any filing with, or any Permit, authorization, consent or approval of, any Person or Governmental Entity (iiexcept for recordation in the case of Intellectual Property); (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a material default under, result in the acceleration of, create in any party Person the right to accelerate, terminate, modify, modify or cancel, or require notice, consent or waiver under, any notice under any agreement, contract, lease, sublease, license, instrumentsublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest or other arrangement to which Seller or SERS is a party or by which Seller is or SERS or any of their respective assets or properties are bound or subject, including, without limitation, the Acquired Assets; (d) cause Buyer to which Seller become subject to or its assets is subject become liable for payment of any Tax; (or e) result in the imposition of any Security Interest Encumbrance upon any of its assets)the Acquired Assets or the Business; (f) violate any material order, except where the violationwrit, conflictinjunction, breachdecree, defaultstatute, accelerationlaw, terminationordinance, modification, cancellation, failure rule or regulation applicable to give notice, or Security Interest would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability SERS or any of the Parties Acquired Assets; or (g) result in any of Seller’s stockholders having the right to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval exercise dissenter’s rights of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementappraisal.

Noncontravention. Except as set forth in on Schedule 4(d) hereto, to the Knowledge of Seller3.1(c), neither the execution and delivery by Seller of this AgreementAgreement or any other documents contemplated hereby to which Seller is a party, nor the performance by Seller of its obligations hereunder or thereunder, nor the consummation by Seller of the transactions contemplated herebyContemplated Transactions, will (i) violate any constitutionprovision of the Governing Documents of Seller or any of Seller’s Affiliates or any Permit, statuteLaw, regulation, rule, injunction, judgment, order, decree, ruling, chargeOrder, or other restriction of any governmentGovernmental Authority to which Seller, governmental agencyany of Seller’s Affiliates, or court to which Seller is their respective assets are subject or any provision of bound, which Breach is expected to have a material and adverse effect on Seller, the Certificate of Incorporation Alon Shares or By-laws of Seller or the Contemplated Transactions, (ii) conflict with, result in breach a Breach of, constitute a default under, result in the acceleration of, constitute a change of control under, create in any party Person the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement Contract to which Seller or any of Seller’s Affiliates is a party or by which Seller is bound or to which Seller Seller’s Affiliates or its their respective assets (including the Alon Shares) is subject (or result in the imposition of any Security Interest upon any of its assets)bound, except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure which Breach is expected to give notice, or Security Interest would not have a material and adverse effect on Seller, the condition Alon Shares or the Contemplated Transactions, (financial iii) provide any Person other than Buyer with the right to exercise any right of first refusal to purchase or otherwiseother right to purchase the Alon Shares, or (iv) of require Seller or on the ability any of the Parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller does not need Seller’s Affiliates to give any notice to, make any filing with, or obtain any authorization, consent, or approval Consent of any government Person (including any Consent of any stockholders or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreementlenders of Seller), except where (A) applicable notices, filings, Consents, as may be required under the failure HSR Act to give notice, to file, be made by any Party or to obtain its Affiliates (including any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability Consents of the Parties FTC and DOJ), and (B) any filings with the SEC required to consummate the transactions contemplated be made by this Agreementany Party or its Affiliates.

Noncontravention. Except as set forth in Schedule 4(d) heretoof the Disclosure Schedule, except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Exchange Act (including the filing with the SEC of Definitive Proxy Materials relating to the Knowledge Requisite Stockholder Approval), the Hart-Xxxxx-Xxxxxx Xxx, the laws of Sellerthe State of Delaware, the laws of other states in which the Target is qualified to do or is doing business and state takeover laws, and except for the Requisite Stockholder Approval and the filing with the Secretary of State of the State of Delaware and the Recorder of Deeds of the applicable county in the State of Delaware of the Certificate of Merger following receipt of the Requisite Stockholder Approval, neither the execution and the delivery of this Agreement, Agreement nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller any of the Target and its Subsidiaries is subject or any provision of the Certificate charter or bylaws of Incorporation or By-laws any of Seller the Target and its Subsidiaries or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller any of the Target and its Subsidiaries is a party or by which Seller it is bound or to which Seller or any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a material adverse effect on the financial condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Except Target and its Subsidiaries taken as set forth in Schedule 4(d) hereto, Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller whole or on the ability of the Parties to consummate the transactions contemplated by this Agreement.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and delivery of this AgreementAgreement nor the Related Agreements, nor the consummation of the transactions contemplated hereby, hereby or thereby will (i) conflict with or result in a breach of the bylaws of Buyer or Gigante Sub, (ii) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, chargematerial law or Decree to which Buyer or Gigante Sub is, or other restriction of any governmenttheir respective assets or properties are, governmental agencysubject, or court to which Seller is subject or any provision of the Certificate of Incorporation or By-laws of Seller or (iiiii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, modify or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement material Contract to which Seller Buyer or Gigante Sub is a party or by which Seller it is bound or to which Seller or its assets is subject except (or result A) in the imposition of any Security Interest upon any of its assets), except case in clause (ii) where the such violation, conflict, breach, default, acceleration, right, termination, modificationmedication, cancellation, failure to give notice, cancelation or Security Interest notice would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties Buyer or Gigante Sub to consummate the transactions contemplated by this AgreementAgreement and the Related Agreements on a timely basis and (B) with respect to clause (iii) neither the Continuing Agreements nor the Non-Continuing Agreements shall be considered “material Contracts” subject to such representation and warranty. Except as set forth in Schedule 4(d) heretoOther than the applicable requirements of the Antitrust Law and the Brand Filings, Seller does Buyer is not need required to give any notice to, make any filing with, or obtain any authorization, consent, consent or approval of any government or governmental agency Governmental Authority in order for the Parties to consummate the transactions contemplated by this Agreement or any Related Agreement, except where the failure to give or make or obtain any such notice, to filefiling, or to obtain any authorization, consent, consent or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties Buyer or Gigante Sub to consummate the transactions contemplated by this AgreementAgreement and the Related Agreements on a timely basis.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither the The execution and delivery of this Agreementthe Operative Documents by each of the Sellers and the Parent, nor and the consummation of the transactions contemplated herebythereby (including the assignments and assumptions referred to in Article 2 above), (a) will (i) not violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the Certificate of Incorporation, Articles of Incorporation or By-laws other similar charter document, or the Bylaws, of Seller any of the Sellers or the Parent, (iib) conflict withwill not violate any statute, rule, regulation, order or decree of any Governmental Body by which any of the Sellers, their respective properties or assets, or the Parent is bound or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify any Governmental Authorization that is held by any of the Sellers or that otherwise relates to the Acquired Assets or the Business, and (c) will not result in a violation or breach of, or constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrumentfranchise, permit, indenture, agreement or other arrangement instrument to which Seller any of the Sellers or the Parent is a party party, or by which Seller is bound any of the Sellers or to which Seller any of their properties or its assets is subject bound, excluding from the foregoing clauses (b) and (c) violations, breaches or result defaults which, in the imposition of any Security Interest upon aggregate, (i) would not prevent any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, Sellers or Security Interest would not have a material adverse effect on the condition (financial Parent from performing their respective obligations under the Operative Documents or otherwise) the consummation of Seller or on the ability of the Parties to consummate the transactions contemplated thereby, and (ii) would not adversely affect the Buyer's post-Closing ownership, operation and maintenance of the Acquired Assets and conduct of the Business as conducted by this Agreementthe Sellers immediately prior to the Closing. Except for filings required under the HSR Act and as set forth in Schedule 4(d) heretoSection 3.3 of the Disclosure Schedule, Seller does not need none of the Sellers or the Parent is, and none of them will be, required to give any notice to, to make any filing or registration with, or obtain any authorizationConsent from, consentany Person in connection with the execution, delivery and complete performance of the transactions contemplated by the Operative Documents (including the assignments and assumptions referred to in Article 2 above), or approval the consummation or performance of any government the transactions contemplated thereby or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure Operative Documents to give notice, to file, be effective or to obtain preserve any authorization, consent, material right or approval would not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability benefit of the Parties to consummate Sellers or the transactions contemplated by this AgreementBusiness.

Noncontravention. Except as set forth in Schedule 4(dTo the actual knowledge without independent investigation of Davix X. Xxxxxxxx, X. Randx Xxxxxxx xxx Kevix X. Xxxxxxx ("Xnowledge") hereto, to of the Knowledge of SellerCompany, neither the execution and the delivery of this Agreement, nor the consummation of the transactions or the other documents contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller any of the Company is subject or any provision of the Certificate charter or bylaws of Incorporation or By-laws of Seller the Company or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller the Company is a party or by which Seller it is bound or to which Seller or any of its assets is subject (or result in the imposition of any Security Interest security interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest security interest would not have a material adverse effect on the financial condition (financial or otherwise) of Seller the Company or on the ability of the Parties parties to consummate the transactions contemplated by this Agreement. Except as set forth in Schedule 4(d) hereto, Seller The Company does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the financial condition (financial or otherwise) of Seller the Company or on the ability of the Parties parties to consummate the transactions contemplated by this Agreement.

Noncontravention. Except as set forth in Schedule 4(d) hereto, to the Knowledge of Seller, neither Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated herebyhereby (including, without limitation, the assignments and assumptions referred to in Article II above), will (ia) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller Allstar is subject subject, the violation of which would have a Material Adverse Effect, or any provision of the Certificate charter or bylaws of Incorporation or By-laws of Seller Allstar or (iib) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or or, except for required by third party consents and approvals, require any notice under under, any agreement, contract, lease, license, instrument, or other arrangement constituting or relating to an Acquired Asset to which Seller Allstar is a party or by which Seller it is bound or to which Seller or any of its assets is subject (or result in the imposition of any Security Interest Encumbrance upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, said failure to give notice, file or Security Interest would obtain authorization, consent or approval could not have a material adverse effect on the condition (financial or otherwise) of Seller or on the ability of the Parties to consummate the transactions contemplated by this AgreementMaterial Adverse Effect. Except as set forth in Schedule 4(d) heretofor filings and approvals required by the Securities Exchange Act and Xxxx-Xxxxx-Xxxxxx Act, Seller Allstar does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where Agreement and to convey title to the failure Acquired Assets to give notice, to file, or to obtain any authorization, consent, or approval would not have a material adverse effect on the condition (financial or otherwise) Amherst Southwest free and clear of Seller or on the ability of the Parties to consummate the transactions contemplated by this Agreementall Encumbrances.