No Breach. Neither the execution of this Agreement nor the consummation of the transactions contemplated by it will result in a breach of or constitute a default under any agreement, document, instrument, or other obligation to which Seller is a party or by which Seller or a Property may be bound, or under any law, statute, ordinance, rule, governmental regulation or any writ, injunction, order or decree of any court or governmental body, applicable to Seller or the Properties.

No Breach. Neither # the execution and delivery of this Guaranty nor # the consummation of the transactions herein contemplated in compliance with the terms and provisions hereof will conflict with or result in a breach of the charter or by-laws of the Parent Guarantor, or any applicable law, rule or regulation, or any order, writ, injunction or decree of any Governmental Authority, or other material agreement or instrument to which the Parent Guarantor is a party or by which any of its property is bound or to which it is subject, or constitute a default under any such material agreement or instrument or result in the creation or imposition of any Lien upon any property of the Parent Guarantor or any of its subsidiaries pursuant to the terms of any such agreement or instrument.

No Breach. The performance of this Agreement by it does not create a material breach or material default under any other agreement to which it is a Party.

No Breach. Seller will not breach any other agreement or arrangement by entering into or performing this Agreement;

No Breach. Buyer will not breach any other agreement or arrangement by entering into or performing this Agreement; and

No Breach. Neither # the execution and delivery of the Facility Documents nor # the consummation of the transactions therein contemplated to be entered into by Seller Parties or Guarantor in compliance with the terms and provisions thereof will conflict with or result in a breach of the organizational documents of Seller Parties or Guarantor, or any applicable law, rule or regulation, or any order, writ, injunction or decree of any Governmental Authority, or other material agreement or instrument to which a Seller Party, Guarantor or any of their respective Subsidiaries is a party or by which any of them or any of their Property is bound or to which any of them is subject, or constitute a default under any such material agreement or instrument or result in the creation or imposition of any Lien (except for the Liens created pursuant to the Facility Documents) upon any Property of a Seller Party, Guarantor or any of their respective Subsidiaries pursuant to the terms of any such agreement or instrument.

No Material Breach. It will not be a material breach of this Agreement by Patheon under [Section 8.2(a)] if the Actual Annual Yield is less than the Target Yield. But Client will be released from the Exclusivity Obligation set forth in [Section 2.1.1] if the Actual Annual Yield falls more than ​ below the Target Yield in any Year.

No Material Breach. It will not be a material breach of this Agreement by [[Organization A:Organization]] under [Section 8.2(a)] if the Actual Annual Yield is less than the Target Yield.

No Material Breach. It will not be a material breach of this Agreement by Patheon under Section 8.2(a) if the Actual Annual Yield is less than the Target Yield.

The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law). Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Date, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).