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. The execution and delivery by SellerBuyer of this Agreement and the SellerBuyer Agreements, the performance by SellerBuyer of its obligations hereunder and thereunder and the consummation by Seller on the date hereof andBuyer 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 Seller,Buyer, # violate or contravene any law applicable to or binding on SellerBuyer 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 SellerBuyer is a party or by which SellerBuyer or any of its properties is or may be bound or affected;

No Violation. TheTo Seller’s Knowledge, neither the execution and delivery by Seller of this Agreement andAgreement, or the Seller Agreements,other documents or agreements contemplated hereby, 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 nothereby, nor the compliance by Seller with any of the provisions hereof will, as of the Closing Date, # violateconflict with or contraveneresult in any breach of any provision of the charter documentscertificate 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 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 documentobligation to which Seller is a party or by which Seller or any of its properties is or assets may be boundbound; # give rise to any lien, charge or affected;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. TheTo Purchaser’s Knowledge, neither the execution and delivery by Seller of this Agreement andAgreement, 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 nothereby, nor the compliance by Purchaser with any of the provisions hereof will, as of the Closing Date, # violateconflict with or contraveneresult in any breach of any provision of the charter documentscharter, 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 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 documentobligation to which SellerPurchaser is a party or by which SellerPurchaser or any of its properties is or assets may be boundbound, or affected;# violate any law, regulation, judgment, order, writ, injunction or decree applicable to Purchaser.

No Violation.Violations. The executionexecution, delivery and deliveryperformance by Seller of this Agreement and the Seller Agreements,other agreements and documents contemplated hereby, including the performance by SellerLetter of its obligations hereunder and thereunderAuthorization, and the consummation by Seller on the date hereof and on the Closing Date of the transactions contemplated hereby and thereby, do not andTransactions will not # violate any statute, rule, regulation, order or contravenedecree of any provision of the charter documents or other organizational agreements of Seller, # violate or contravene any law applicable to or binding ongovernmental authority by which Seller or Seller Stock is bound or # violate, contraveneresult in a violation or breach of, or constitute anya default under, or result in the creation of any lienLien upon, or create any rights of termination, cancellation or acceleration in any person or entity with respect to any agreement, contract, license, franchise, permit, indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract, lease, loanmortgage or other material agreement, instrumentinstrument, including without limitation any will or documenttrust agreement relating to Seller or his assets, to which Seller is a party or by which Seller or any of its propertiesStock is or may be bound or affected;bound.

No Violation. TheTo Buyer’s Knowledge, neither the execution and delivery by Seller of this Agreement andAgreement, or the Seller Agreements,other documents or agreements contemplated hereby, 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 nothereby, nor the compliance by Buyer with any of the provisions hereof will, as of the Closing Date, # violateconflict with or contraveneresult in any breach of any provision of the charter documentscertificate 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 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 documentobligation to which SellerBuyer is a party or by which SellerBuyer or any of its properties is or assets may be boundbound; # give rise to any lien, charge or affected;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.Violations. The execution and delivery by Seller of this Agreement and the Seller Agreements,other agreements and documents contemplated hereby by the performance by Seller of its obligations hereunder and thereunderCompany and the consummation by Seller on the date hereof and on the Closing DateCompany of the transactions contemplated hereby and thereby, do not andTransactions will not # violate or contravene any provision of the charter documentsCompany’s Certificate of Incorporation or other organizational agreements of Seller,Bylaws, # violate any statute, rule, regulation, order or contravenedecree of any law applicable togovernmental authority by which the Company or binding on Sellerits properties or assets are bound, or # violate, contraveneresult in a violation or breach of, or constitute anya default under,under or result in the creation of any lienencumbrance upon, or create any rights of termination, cancellation or acceleration in any person or entity with respect to any agreement, contract, indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract, lease, loanmortgage or other material agreement, instrument or document to which Sellerthe Company is a party or by which Seller or any of its properties or assets is or may be bound or affected;bound.

Consents and Approvals; No Violation.Violations. 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 any statute, rule, regulation, order or contravenedecree of any provisiongovernmental authority by which Seller is bound or by which any of Seller’s properties or assets are bound; # except as set forth herein, require any filing with, or permit, consent or approval of, or the charter documentsgiving of any notice to, any governmental authority or any other organizational agreements of Seller,person or entity; # violateresult in a violation or contravene any law applicable to or binding on Seller or # violate, contravenebreach of, or constitute anya default under, any license, franchise, permit, agreement 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 Seller’s 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 Seller under, any contract to which Seller is a party or by which any of Seller’s properties or assets are bound; or # result in the creation of, or imposition of any lien or encumbrance upon, the Shares or any of Seller’s other properties or assets under any debt, obligation, contract, commitment or other agreement to which Seller is a party or by which any of its properties is or may be bound or affected;assets are bound.