None of the execution, delivery or performance of this Agreement by RBT or, to RBT’s actual knowledge, the Company (including the consummation of the transactions contemplated by this Agreement) will conflict with or result in a material breach or violation of any terms or provisions of, or constitute a default under, RBT’s or the Company’s organizational documents, RBT’s or the Company’s material contracts or law applicable to RBT.  RBT and, to RBT’s actual knowledge, the Company have obtained all consents and approvals from each governmental entity exercising, or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature or other third party (“ Governmental Entity ”), and made all governmental filings, that RBT and the Company are required to obtain or make in order for RBT and the Company to perform their respective obligations hereunder.