Section # Authority of One Stop; Enforceability. One Stop has full corporate power and authority to enter into the Transaction Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by One Stop of the Transaction Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite entity action on the part of One Stop. The Transaction Agreements to which it is a party have been duly executed and delivered by One Stop, and (assuming due authorization, execution and delivery by any other parties thereto) constitute legal, valid and binding obligations of One Stop, enforceable against it in accordance with their respective terms, except as may be limited by any bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity.

Compliance with Law. Seller is in compliance with all laws, regulations and orders applicable to the Seller or relating to the Assets and the Assumed Contracts. Seller has not received any notification that it is in violation of such laws, regulations or orders and no such violation exists.

Permits and Licenses. Buyer holds no permits, licenses, orders, franchises or approvals from any federal, state, local or foreign governmental regulatory body. The Buyer has all permits, licenses, orders, franchises and approvals of all federal, state, local and foreign governmental or regulatory bodies, whose failure to be held would have an Buyer Material Adverse Effect and such permits, licenses, orders, franchises and approvals are in full force and effect, and no suspension or cancellation of any of such other permits, licenses, etc. is pending or to the knowledge of the Buyer threatened; and the Buyer is in compliance in all material respects with all requirements, standards and procedures of the federal, state, local and foreign governmental bodies which have issued such permits, licenses, orders, franchises and approvals.

A registration statement covering the sale of the Securities by the Buyer shall have been declared effective under the 1933 Act by the SEC and no stop order with respect to the registration statement shall be pending or threatened by the SEC.

The Registration Statement became effective under the Securities Act on May 31, 2016 and, to our knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act or proceedings therefor initiated or threatened by the Commission.

Certificates. All certificates for shares of Common Stock or Preferred Stock delivered under the Plan shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, or other securities commission having jurisdiction, any applicable Federal or state securities law, any stock exchange or interdealer quotation system upon which the Common Stock is then listed or traded and the Committee may cause a legend or legends to be placed on any such certificates to make appropriate reference to such restrictions.

General Compliance. In no event shall the Company be required to sell or issue Shares under any Award if the sale or issuance thereof would constitute a violation of applicable Federal or state securities laws or regulations or a violation of any other law or regulation of any governmental or regulatory agency or authority or any national securities exchange on which the Shares are listed or traded. As a condition to any sale or issuance of Shares, the Company may place legends on Shares, issue stop transfer orders and require such agreements or undertakings as the Company may deem necessary or advisable to ensure compliance with any such laws or regulations, including, if the Company or its counsel deems it appropriate, representations from the person to whom an Award is granted that he or she is acquiring the Shares solely for investment and not with a view to distribution and that no distribution of the Shares will be made unless registered pursuant to applicable Federal and state securities laws, or in the opinion of counsel of the Company, such registration is unnecessary.

any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registered

No judicial proceedings or governmental or administrative action is pending, or, to the knowledge of ​, threatened, under any Environmental Law to which ​ or any of ​ is or to the knowledge of a Responsible Officer of ​ will be named as a party or which will adversely affect the ability of ​ or any of ​ to conduct any part of their business nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any applicable Environmental Law with respect to ​ or any of ​.

For the avoidance of doubt, the parties agree and hereby acknowledge that the required purchase commitments set forth in [Sections 1(b) through 1(d)], insofar as they relate to Buyer’s obligation to place October Orders, to provide a Volume Guarantee Period, or to purchase a minimum number of Components equal to at least 50% of Planned Capacity, shall no longer be in effect for Components produced after production year 2012 and that the terms for 2013 Component Orders and, if applicable, the 2013 50 Set Option as set forth above shall govern any such Orders placed for Components produced in 2013.