No Conflict. Director will not engage in any activity that creates an actual or perceived conflict of interest with the Company, regardless of whether such activity is prohibited by Company’s conflict of interest guidelines or this Agreement, and Director agrees to notify the Board of Directors before engaging in any activity that could reasonably be assumed to create a potential conflict of interest with Company. Director shall not engage in any activity that is in direct competition with the Company or serve in any capacity (including, but not limited to, as an employee, consultant, advisor or director) in any company or entity that competes directly or indirectly with the Company without the approval of the Board of Directors. Nothing in this Section 6(c) shall prohibit the Director from being # a stockholder in a mutual fund or a diversified investment company or # a passive owner of not more than three percent of the outstanding stock of any class of securities of a corporation, which are publicly traded, so long as the Director has no active participation in the business of such corporation.

No Conflict. None of the execution and delivery by Howmet of this Amendment, the consummation by Howmet of the transactions contemplated hereby or the performance by Howmet of or compliance by Howmet with the terms and conditions hereof or of the Credit Agreement as modified hereby will # violate any law, constitution, statute, treaty, regulation, rule, ordinance, order, injunction, writ, decree or award of any Governmental Authority to which it is subject, # conflict with or result in a breach or default under its charter or Memorandum and Articles of Association or by-laws (or equivalent organizational or governing documents), as applicable, # conflict with or result in a breach or default which is material in the context of this Amendment under any agreement or instrument to which Howmet is a party or by which it or any of its properties, whether now owned or hereafter acquired, may be subject or bound or # result in the creation or imposition of any Lien prohibited by Section 6.01 of the Credit Agreement upon any property or assets, whether now owned or hereafter acquired, of Howmet.

No Conflict. The execution and delivery by the Purchaser of this Agreement does not, and the consummation by the Purchaser of the transactions contemplated hereby and thereby will not (with or without the giving of notice or the lapse of time or both), contravene, conflict with or result in a breach or violation of, or a default under, # in any material respects, any judgment, order, decree, statute, rule, regulation or other law applicable to the Purchaser or # in any material respects, any contract, agreement or instrument by which the Purchaser is bound. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, is required by or with respect to the Purchaser in connection with the execution and delivery by the Purchaser of this Agreement or the consummation by the Purchaser of the transactions contemplated hereby or thereby.

No Conflict. The execution and delivery of this Agreement and the performance of such Party’s obligations hereunder do not conflict with, or constitute a default or require any consent under, any contractual obligation of such Party.

No Conflict. The execution, delivery and performance by the ​ of, and the consummation by the ​ of the transactions contemplated by, this Agreement and the Related Agreements do not and will not # violate or conflict with the organizational documents of the ​, # conflict with or violate any Law or Permit of any Governmental Entity applicable to the ​ or by which it or its properties or assets is bound or subject or # result in any breach of, or constitute a default (or

No Conflict. The execution, delivery, and performance of this Agreement by Seller and the consummation of the transaction contemplated hereby will not violate, conflict with, or result in a breach or violation of the organizational documents or partnership agreement (or similar organizational and governance documents) of the Seller or any of the terms or provisions of, or constitute a default or cause an acceleration of any obligation under, or result in the imposition or creation of (or the obligation to create or impose) a lien or other encumbrance with respect to the organizational documents or partnership agreement (or similar organizational and governance documents) of the Seller, any bond, note, debenture, or other evidence of indebtedness or any indenture, mortgage, deed of trust, or other agreement or instrument to which the Seller is a party or by which it is bound, or to which any properties of the Seller are or may be subject, or contravene any order of any court or governmental agency or body having jurisdiction over the Company or any of its properties.

No Conflict. The execution, delivery and performance of the Exchange Documents by [[Organization B:Organization]] and the consummation by [[Organization B:Organization]] of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Securities and reservation for issuance of the Conversion Shares) will not # result in a violation of the Certificate of Incorporation (as defined below) or other organizational documents of [[Organization B:Organization]] or any of its Subsidiaries, any capital stock of [[Organization B:Organization]] or any of its Subsidiaries or Bylaws (as defined below) of [[Organization B:Organization]] or any of its Subsidiaries, # conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which [[Organization B:Organization]] or any of its Subsidiaries is a party, or # result in a violation of any law, rule, regulation, order, judgment or decree (including foreign, federal and state securities laws and regulations and the rules and regulations of the Principal Market applicable to [[Organization B:Organization]] except, in the case of [clause (ii) or (iii) above], to the extent such violations that could not reasonably be expected to have a Material Adverse Effect.

No Conflict. Executive represents and warrants that Executive is not bound by any employment contract, restrictive covenant, or other restriction preventing Executive from carrying out Executive’s responsibilities for the Employer, or which is in any way inconsistent with the terms of this Agreement. Executive further represents and warrants that Executive shall not disclose to the Employer or induce the Employer to use any confidential or proprietary information or material belonging to any previous employer or others.

No Conflict; Required Filings and Consents. The execution and delivery by Buyer of this Agreement do not, and the execution and delivery of the other Transaction Documents to which Buyer is a party and the performance of this Agreement and such other Transaction Document by Buyer will not, conflict with or violate any provision of the organizational documents of Buyer.

No Conflict, Approvals. The execution and delivery of this Agreement does not and will not, and the performance of the Services will not: # violate or conflict with the charter documents of either of WECTEC or Westinghouse, # to the best of Service Provider’s knowledge, conflict with or result in a violation of any permit, concession, franchise or license or any law, rule or regulation applicable to Service Provider or any of its properties or assets, except, in the case of clause (2), for any such breaches, conflicts or violations that would not reasonably be expected to have a material adverse effect on Service Provider and would not impair the ability of Service Provider to perform its obligations under this Agreement.