No Violation. The execution and delivery by Buyer of this Agreement and the Buyer Agreements, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer on the Closing Date of the transactions contemplated hereby and thereby, do not and will not # violate or contravene any provision of the certificate of formation, other charter documents or other organizational agreements of Buyer, # violate or contravene any law applicable to or binding on Buyer or # violate, contravene or constitute any default under, or result in the creation of any lien upon, any indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract, lease, loan or other material agreement, instrument or document to which Buyer is a party or by which Buyer or any of its properties is or may be bound or affected;

No Violation. The execution and delivery by Seller of this Agreement and the Seller Agreements, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller on the date hereof and on the Closing Date of the transactions contemplated hereby and thereby, do not and will not # violate or contravene any provision of the charter documents or other organizational agreements of Seller, # violate or contravene any law applicable to or binding on Seller or # violate, contravene or constitute any default under, or result in the creation of any lien upon, any indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract, lease, loan or other material agreement, instrument or document to which Seller is a party or by which Seller or any of its properties is or may be bound or affected;

No Violation. To Buyer’s Knowledge, neither the execution and delivery of this Agreement, or the other documents or agreements contemplated hereby, the consummation of the transactions contemplated hereby, nor the compliance by Buyer with any of the provisions hereof will, as of the Closing Date, # conflict with or result in any breach of any provision of the certificate of formation of the limited liability company or operating agreement of Buyer; # result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, contract, agreement, commitment, bond, mortgage, indenture, license, lease, pledge agreement or other instrument or obligation to which Buyer is a party or by which Buyer or any of its properties or assets may be bound; # give rise to any lien, charge or other Encumbrance on any of the Purchased Assets, # violate any law, regulation, judgment, order, writ, injunction or decree applicable to Buyer or any of the Purchased Assets or # require any approval of any government or agency thereof to be obtained by Buyer to authorize the execution and delivery by Buyer of this Agreement or to permit the consummation of the transactions herein contemplated.

No Violation. To Purchaser’s Knowledge, neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the compliance by Purchaser with any of the provisions hereof will, as of the Closing Date, # conflict with or result in any breach of any provision of the charter, operating agreement, or bylaws of Purchaser, # result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, contract, agreement, commitment, bond, mortgage, indenture, license, lease, pledge agreement or other instrument or obligation to which Purchaser is a party or by which Purchaser or any of its properties or assets may be bound, or # violate any law, regulation, judgment, order, writ, injunction or decree applicable to Purchaser.

No Violation. To Seller’s Knowledge, neither the execution and delivery of this Agreement, or the other documents or agreements contemplated hereby, the consummation of the transactions contemplated hereby, nor the compliance by Seller with any of the provisions hereof will, as of the Closing Date, # conflict with or result in any breach of any provision of the certificate of formation of the limited liability company or operating agreement of Seller; # result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, contract, agreement, commitment, bond, mortgage, indenture, license, lease, pledge agreement or other instrument or obligation to which Seller is a party or by which Seller or any of its properties or assets may be bound; # give rise to any lien, charge or other Encumbrance on any of the Purchased Assets, # violate any law, regulation, judgment, order, writ, injunction or decree applicable to Seller or any of the Purchased Assets or # require any approval of any government or agency thereof to be obtained by Seller to authorize the execution and delivery by Seller of this Agreement or to permit the consummation of the transactions herein contemplated.

No Violation. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will # violate any provision of any obligation of Purchaser, or # violate or result in a breach of, or constitute a default under, any judgment, statute, order, decree, rule or regulation of any court or governmental agency to which Purchaser is subject.

No Violations. The execution and delivery of this Agreement and the other agreements and documents contemplated hereby by the Company and the consummation by the Company of the Transactions will not # violate any provision of the Company’s Certificate of Incorporation or Bylaws, # violate any statute, rule, regulation, order or decree of any governmental authority by which the Company or its properties or assets are bound, or # result in a violation or breach of, or constitute a default under or result in the creation of any encumbrance upon, or create any rights of termination, cancellation or acceleration in any person or entity with respect to any agreement, contract, indenture, mortgage or instrument to which the Company is a party or any of its properties or assets is bound.

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.

Consents and Approvals; No Violations. The execution and delivery of this Agreement by Buyer and the consummation by Buyer of the transactions contemplated hereby will not: # violate any provision of the organizational documents of Buyer; # violate any statute, rule, regulation, order or decree of any governmental authority by which Buyer is bound or by which any of its properties or assets are bound; # except as set forth herein, require any filing with, or permit, consent or approval of, or the giving of any notice to, any governmental authority or any other person or entity; # result in the violation or breach of, or constitute a default under, any license, franchise, permit, agreement or instrument to which Buyer is a party or by which Buyer or any of its properties or assets are bound; # constitute an event which, with notice or lapse of time or both, would permit any person or entity to terminate, accelerate the performance required by, or accelerate the maturity of any indebtedness for borrowed money or material obligations of Buyer under, any contract to which Buyer is a party or by which any of its properties or assets are bound; and # result in the creation of, or imposition of any lien or encumbrance upon, any of Buyer’s properties or assets under any debt, obligation, contract, commitment or other agreement to which Buyer is a party or by which any of its properties or assets are bound.

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.