Non-Contravention. Except as set forth on [Schedule 3.6], neither the execution, delivery and performance of this Agreement or any Ancillary Documents by any Seller Party, nor the consummation of the transactions contemplated hereby or thereby, will # violate or conflict with, any provision of the Governing Documents of the Company, # violate or conflict with any applicable Law or Order to which the Company or any Seller, their respective assets or the Purchased Shares are bound or subject, # with or without giving notice or the lapse of time or both, breach or conflict with, constitute or create a default under, or give rise to any right of termination, cancellation or acceleration of any obligation or result in a loss of a material benefit under, or give rise to any obligation of the Company or any Seller to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, any of the terms, conditions or provisions of any Contract, agreement, or other commitment to which a Seller or the Company is a party or by which a Seller or the Company, their respective assets or the Purchased Shares may be bound, # result in the imposition of a Lien (other than a Permitted Lien) on any Purchased Shares or any assets of the Company or # require any filing with, or Permit, consent or approval of, or the giving of any notice to, any Governmental Authority or other Person.

Non-Contravention. Neither the execution and delivery of this Agreement or any Ancillary Document by a Buyer Party, nor the consummation of the transactions contemplated hereby or thereby, will violate or conflict with or (with or without notice or the passage of time or both) constitute a breach or default under # any provision of the Governing Documents of either Parent or Buyer, # any Law or Order to which the Buyer Parties or any of their business or assets are bound or subject or # any Contract or Permit to which any of the Buyer Parties is a party or by which the Buyer Parties or any of their properties may be bound or affected, other than, in the cases of [clauses (a) through (c)], such violations and conflicts which would not reasonably be expected to have a Buyer Party Material Adverse Effect.

. Neither the execution, delivery and performance of this Agreement or the Ancillary Documents nor the consummation by Seller of the transactions contemplated hereby or thereby will # conflict with, violate or result in any breach of the terms, conditions or provisions of Seller’s articles of incorporation or by-laws, as amended and as currently in place, # conflict with, violate or result in any breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any agreement, lease, instrument, obligation, understanding or arrangement to which Seller is a party or by which Seller or any of the Property may be bound or subject, except for such defaults (or rights of termination, cancellation or acceleration), as to which requisite waivers or consents have been obtained or are to be obtained as contemplated herein, # violate any statute, ordinance or law or any rule, regulation, order, judgment, writ, injunction or decree of any court or of any public, governmental or regulatory body, agency or authority applicable to Seller or by which any of its properties or assets may be bound or subject, or # require any filing, declaration or registration with, or permit, consent or approval of, or the giving of any notice to, any person or entity, including any public, governmental or regulatory body, agency or authority.

No Conflict. Except as set forth on [Schedule 4.1.1], neither the execution and delivery of this Agreement by the Sellers nor the execution and delivery of the Ancillary Agreements to which the Sellers are a party nor the consummation or performance of any of the transactions contemplated hereunder or thereunder by the Sellers will # contravene, conflict with, or result in a violation of or default under any provision of the Organizational Documents of the Company, # contravene, conflict with, or result in a violation of or default under any Legal Requirement or any Order to which the Company is subject, # assuming all Consents are obtained, violate or conflict with, in any material respect, or result in a material default under, or give any Person the right to exercise any material remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or materially modify any Material Contract, or # result in the imposition or creation of any Lien upon or with respect to any of the assets owned, leased or licensed by the Company. No action, consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Body is required to be obtained or made by the Company in connection with the execution and delivery of this Agreement and the Ancillary Agreements to which the Sellers are a party or the consummation by the Sellers of any of the transactions contemplated hereby or thereby.

Noncontravention. The execution, delivery and performance by the Seller of this Agreement and the consummation of the transactions contemplated hereby, do not and shall not # conflict with or violate any provision of its constitutional documents, any applicable Law or any Governmental Order to which the Seller is subject or # conflict with, result in any breach of or creation of an Encumbrance under, constitute a default (with or without notice or lapse of time, or both) under, require any notice or consent under, or give to others any rights of termination, acceleration or cancellation of, any Contract to which the Seller is a party or by which it is bound or to which any of its assets or properties are subject, other than, in the case of # above, any such conflicts, breaches, defaults, accelerations or rights that would not materially impair or delay the Seller’s ability to perform its obligations under this Agreement or to consummate the transactions contemplated hereby and thereby.

. Neither the execution, delivery or performance of this Agreement or the Ancillary Documents nor the consummation by Buyer of the transactions contemplated hereby or thereby will # conflict with, violate or result in any breach of the terms, conditions or provisions of Buyer’s governing documents, as amended and as currently in place, # conflict with, violate or result in any breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any agreement, lease, instrument, obligation, understanding or arrangement to which Buyer is a party or by which Buyer may be bound or subject, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained, # violate any statute, ordinance or law or any rule, regulation, order, judgment, writ, injunction or decree of any court or of any public, governmental or regulatory body, agency or authority applicable to Buyer or by which any of its properties or assets may be bound or subject, or # require any filing, declaration or registration with, or permit, consent or approval of, or the giving of any notice to, any person or entity, including any public, governmental or regulatory body, agency or authority.

No Conflict. Except as set forth on [Schedule 4.1.1], neither the execution and delivery of this Agreement or the Ancillary Agreements to which the Company is a party nor the consummation or performance of any of the transactions contemplated hereunder or thereunder by the Company will # contravene, conflict with, or result in a violation of or default under any provision of the Organizational Documents of the Company, # contravene, conflict with, or result in a violation of or default under any Legal Requirement or any Order to which the Company is subject, # assuming all Consents are obtained, violate or conflict with, or result in a default or require notice under, or give any Person the right to exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify any Material Contract, or # result in the imposition or creation of any Encumbrance upon or with respect to any of the material assets owned, leased or licensed by the Company. No action, consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Body is required to be obtained or made by the Company in connection with the execution and delivery of this Agreement and the Ancillary Agreements to which the Company is a party or the consummation by the Company of any of the transactions contemplated hereby or thereby except those that may be required solely by reason of Buyer’s (as opposed to any other third party’s) participation in the transactions contemplated hereby.

SECTION # Noncontravention. The execution, delivery and performance of this Agreement and the Ancillary Agreements by Seller does not, and, subject to Seller obtaining the Seller’s Required Consents, the consummation by Seller of the transactions contemplated hereby and thereby will not # contravene, violate or result in any breach of (with or without notice or lapse of time, or both) any provision of # the Organizational Documents of Seller, # except for matters set forth in Section 3.04 of the Seller Disclosure Letter, any Material Contract or Permit to which Seller is a party or by which any of the Acquired Assets are bound, or result in the termination or acceleration thereof, or entitle any party to terminate or cancel any such Material Contract or Permit, or entitle any party to accelerate any obligation or indebtedness thereunder, or give any party thereunder any increased, additional, accelerated or guaranteed rights or entitlements, or give any party the right to Consent thereunder, or # any Law or Order to which Seller is subject or by which any Acquired Asset is bound or affected, or # result in the imposition or creation of any Lien upon, or with respect to, any material Acquired Assets; except, in the case of clauses (a)(ii), (a)(iii) or (b), as would not, individually or in the aggregate, # be material to the ownership or operation of the Facility or # reasonably be expected to result in a material adverse effect on Seller’s ability to perform its obligations hereunder or thereunder or to consummate the transactions contemplated hereunder or thereunder.

Except as provided on [Schedule 5.5], the execution, delivery and performance of this Agreement and/or the Transaction Documents by the Company and the consummation of the transactions contemplated hereby and thereby will not: # violate, conflict with, or result in any breach of, or constitute a default under, any provision of the Company’s articles of incorporation or by-laws; # 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 Company is a party or by which it is bound or which relates to the Company’s business or assets; # result in the creation of any encumbrance, security interest, mortgage, lien, charge, option, license, adverse claim or restriction of any kind on any of the assets of the Company or upon any Shares or other securities of the Company; # violate any applicable law, statute, rule, ordinance or regulation of any governmental body; # give any party with rights under any contract, judgment or other restriction to which the Company is a party or by which it is bound, the right to terminate, modify or accelerate any rights, obligations or performance under such contract, judgment or restriction; # result in the creation of any lien or encumbrance upon the assets of the Company, or upon any Shares or other securities of the Company; or # invalidate or adversely affect any permit, license, authorization or status used in the conduct of the business of the Company.

Non-Contravention. Neither the execution and delivery of this Agreement nor its performance and the consummation of the transactions contemplated hereby will # violate or be in conflict with, or constitute a default (or an event which, with or without due notice or lapse of time, or both, would constitute a default) under, or result in the modification or termination of, or cause or permit the acceleration of the maturity of any debt, obligation, contract or commitment or other agreement to which Seller is a party or by which it or the Assets may be bound; # result in the creation or imposition of any mortgage, pledge, lien, security interest, encumbrance, restriction, charge or limitation of any kind, upon the Assets or Seller; or # violate any statute or law or any judgment, decree, order, regulation or rule of any court or governmental authority applicable to Seller.