Section # Absence of Conflicts. The execution, delivery and performance by Buyer of the Transaction Documents and the consummation of the transactions contemplated thereby do not and shall not # conflict with or constitute a breach or default under any provision of the organizational documents of Buyer, # conflict with or constitute a material breach of or material default under any provision of # any Applicable Law or Judgment applicable to Buyer or # any Contract to which Buyer is a party or by which Buyer is bound, except for such breaches or defaults that, individually or in the aggregate, would not reasonably be expected to result in a Buyer Material Adverse Effect.

Section # No Breach. The execution, delivery and performance of the Transaction Documents to which such Purchaser is a party by such Purchaser and the consummation by such Purchaser of the transactions contemplated thereby will not # conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material agreement to which such Purchaser is a party or by which such Purchaser is bound or to which any of the property or assets of such Purchaser is subject, # conflict with or result in any violation of the provisions of the Organizational Documents of such Purchaser, or # violate any Law of any Governmental Authority or body having jurisdiction over such Purchaser or the property or assets of such Purchaser, except in the case of clauses (a) and (c), for such conflicts, breaches, violations or defaults as would not prevent the consummation of the transactions contemplated by such Transaction Documents.

Section # Absence of Conflicts. The execution, delivery and performance by Seller of the Transaction Documents and the consummation of the transactions contemplated thereby do not and shall not # conflict with, or constitute a breach of or default under, any provision of # the articles of organization or bylaws of Seller or # the Sale Agreement, the MidCap Credit Agreement, the MidCap Collateral Assignment. or the MidCap Release, or # conflict with, or constitute a material breach of or material default under, any provision of # any Applicable Law or Judgment applicable to Seller or # any Contract (other than the Sale Agreement, the MidCap Credit Agreement, or the MidCap Release) to which Seller is a party or by which Seller is bound.

No Conflicts. Neither the execution, delivery or performance of the Transaction Documents nor the consummation of any of the transactions contemplated thereby will conflict with, violate, constitute a breach of or a default (whether with or without the giving of notice or lapse of time or both) under # its organizational documents, # any agreement to which it is party, # any law applicable to it or # any order, writ, judgment, injunction, decree, determination or award binding upon or affecting it.

No Conflicts. The execution, delivery and performance by such Buyer of this Agreement and the consummation by such Buyer of the transactions contemplated hereby will not # result in a violation of the organizational documents of such Buyer, or # 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 such Buyer is a party, or # result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to such Buyer, except in the case of [clauses (ii) and (iii) above], for such conflicts, defaults, rights or violations which could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Buyer to perform its obligations hereunder.

No Conflicts. The execution, delivery and performance by such Buyer of this Agreement and the consummation by such Buyer of the transactions contemplated hereby will not # result in a violation of the organizational documents of such Buyer, # 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 such Buyer is a party or # result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to such Buyer, except, in the case of [clauses (ii) and (iii) above], for such conflicts, defaults, rights or violations which could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Buyer to perform its obligations hereunder.

The execution and delivery by the Buyer of this Agreement and the other Transaction Documents to which it is (or will be) a party, and the consummation of the transactions contemplated hereby or thereby, do not: # conflict with or result in a violation of # any provision of the organizational documents of the Buyer, or # any Order, decree, statute, law, ordinance, rule or regulation in any material respect binding upon the Buyer; or # violate, conflict with, or result in a breach of any of the terms of, or constitute a default under, or give rise to any right of termination, modification, cancellation or acceleration under, # any note, bond, mortgage, indenture, deed of trust, Contract, commitment, arrangement, license, agreement, lease or other instrument or obligation to which the Buyer is a party or by which the Buyer may be bound or to which any of the Buyer’s assets may be subject or affected in any material respect and that, in each case, is material to the business of the Buyer, or # any material license, permit, authorization, consent, Order or approval of, or registration, declaration or filings with, any Governmental Authority that is applicable to the Buyer.

The execution, delivery and performance of this Agreement and/or the Transaction Documents by the Buyer and the consummation of the transactions contemplated hereby or thereby by the Buyer will not # violate, conflict with, or result in any breach of, any provision of the Buyer’s articles of incorporation or bylaws; # violate, conflict with, result in any breach of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under any contract or judgment to which the Buyer is a party or by which it is bound or # violate any applicable law, statute, rule, ordinance or regulation of any governmental body.