No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law or Governmental Order (whether temporary, preliminary or permanent) that has the effect of making the transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting the consummation of such transactions or would # substantially delay the consummation in any material aspect of such transactions, # compel the Group to dispose of all or a material portion of the business or assets of the Group as a result of the consummation of such transactions, or # render any Party unable to consummate such transactions.

HSR Act; No Order. All specified waiting periods (or any extensions thereof) under the HSR Act shall have expired and no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which has the effect of making the Merger illegal or otherwise prohibiting consummation of the Merger, substantially on the terms contemplated by this Agreement.

Confirmation Order. A final, nonappealable Confirmation Order shall have been entered and is not subject to any stay, and, unless waived by [[Organization B:Organization]], the time to appeal the Confirmation Order or to seek review, rehearing, or certiorari with respect to the Confirmation Order must have expired, no appeal or petition for review, rehearing or certiorari with respect to the provisions of the Confirmation Order may be pending, and the Confirmation Order must otherwise be in full force and effect;

Court Order. Notwithstanding any contrary provision in this Agreement, the Escrow Agent shall disburse the Escrow Funds (or any portion thereof) in accordance with a notice from either ​ or Seller confirming to the Escrow Agent that accompanying the notice is a court order, along with a copy of the order and a written certification by the prevailing party attesting that such court order is final and non-appealable along with written instructions for payment to the relevant parties from an authorized Representative of the instructing party, pursuant to which the court has determined whether and to what extent ​ or Seller are entitled to the Escrow Funds (or any portion thereof), upon which certification and instructions the Escrow Agent may conclusively rely and shall have no responsibility to review the order to which such confirmation and instruction refers.

Final Order. This Confirmation Order is a Final Order and the period in which an appeal must be filed shall commence upon the entry hereof.

Prior to the beginning of each calendar quarter, Buyer shall provide to Supplier a written forecast of the number of Parts expected to be ordered in the following three (3) month period. Based on the forecast, Supplier shall purchase Raw Materials for the manufacturing, labeling and packaging of the Parts, in such quantities, in Supplier's reasonable judgment, that are required to fill forecasted orders during such period. Buyer shall reimburse Supplier for any Raw Materials which remain in Supplier’s possession following the termination of this Agreement or a decision of Buyer or an agreement of the Parties which render such Raw Materials obsolete or not useable by Supplier hereunder. Reimbursement shall be made at actual cost including appropriate overheads.

No benefit payable under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution or levy of any kind, either voluntary or involuntary, prior to actually being received by the person entitled to such benefit under the terms of the Plan; and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, charge or otherwise dispose of any right to a benefit payable hereunder shall be void. However, neither of the following shall constitute a violation of this Section 8.10:

Cancellation of a Purchase Order. Customer may cancel a binding purchase orders upon written notice to Lonza, subject to the payment of a cancellation fee as calculated below (the “Cancellation Fee”):

Reference is made to the Intercreditor Agreement dated as of January 8, 2015, among General Electric Capital Corporation, as North America ABL Agent; Wilmington Trust, National Association, as Notes Collateral Trustee; Real Alloy Intermediate Holding, LLC; the Issuer; and the Guarantors from time to time party thereto, as it may be amended from time to time in accordance with the Indenture (the “Intercreditor Agreement”), the DIP Order and the DIP Documents. Each Holder, by its acceptance of a Note, # consents to the subordination of Liens provided for in the Intercreditor Agreement (as modified by the DIP Order) and the terms, conditions, rights and priorities set forth in the DIP Order and DIP Documents, # agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement (as modified by the DIP Order), the DIP Order and the DIP Documents and # authorizes and instructs the Trustee and the Notes Collateral Trustee to enter into the DIP Documents, as applicable, as Trustee and Notes Collateral Trustee, respectively, and on behalf of such Holder. If and to the extent that any provision of this Indenture limits, qualifies or conflicts with a provision of the DIP Order or DIP Documents, such provision of the DIP Order or DIP Documents shall control. The foregoing provisions are intended as an inducement to the holders of Lenders Debt, New Money DIP Notes, and Roll-Up Notes to extend credit and such holders are intended third party beneficiaries of such provisions and the provisions of the Intercreditor Agreement (as modified by the DIP Order), DIP Order and DIP Documents.

“Executive Order No. 13224” means the Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001.