ASSET PURCHASE AND SALE AGREEMENT

Exhibit 10.1

ASSET PURCHASE AND SALE AGREEMENT

     This ASSET PURCHASE AND SALE AGREEMENT (hereinafter referred to as “this Agreement”) made and entered into this 22nd day of December, 2005, by and between PIONEER AMERICAS LLC, a Delaware limited liability company (hereinafter the “Seller”) and MARIANA PROPERTIES, INC., a Delaware corporation (hereinafter called “Purchaser”).

WITNESSETH:

     WHEREAS, Seller is the owner of a former chlor-alkali manufacturing facility located in Tacoma, WA, consisting of approximately 33 acres of land, improvements, fixtures and personal property (collectively, the “Facility”); and

     WHEREAS, Seller has agreed to sell and convey to Purchaser and Purchaser has agreed to purchase the Assets, as defined below, for the consideration and upon the terms and conditions hereinafter set forth.

     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Seller and Purchaser, Seller hereby agrees to sell and convey such property to Purchaser upon the terms and conditions hereinafter set forth.

ARTICLE I
DEFINITIONS

“Agreement” has the meaning specified in the Preamble.

“Assets” has the meaning specified in Section 2.01.

“Affiliate” means, with respect to any specified Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person.

“Agreed Order” shall mean that Administrative Order on Consent for Removal Activities Embankment and Area 5106, EPA Docket No. 10-97-0011 — CERCLA, as amended through and after the Closing Date.

“Assumed Liabilities” has the meaning specified in Section 8.01(a).

“Claim” means any claim, demand, investigation, action, suit, assessment, litigation or other proceeding, including arbitral proceedings and proceedings by a Third Party or by or before any Governmental Authority.

“Closing” has the meaning specified in Section 2.03(a).

“Closing Date” means the date on which the Closing occurs.

“Consent Decree” shall mean that RD-RA Consent Decree, Mouth of Hylebos Waterway Problem Area, Commencement Bay Nearshore Tideflats Superfund Site dated January 14, 2005, as amended through and after the Closing Date.

“Contracts” has the meaning specified in Section 3.08.

“Damages” means all losses, damages, penalties, fines, costs, amounts paid in settlement, expenses and fees, including reasonable attorneys’ fees and expenses.

“EOA Termination Agreement” shall have the meaning specified in Section 6.01(d).

“Employee Plans and Agreements” means all pension, thrift, savings, profit sharing, retirement, incentive bonus or other bonus, medical, dental, life, accident insurance, benefit, employee welfare, disability, group insurance, stock purchase, stock option, stock appreciation, stock bonus, executive or deferred compensation, loan, hospitalization, cafeteria plan and other similar fringe or employee benefit or compensation plans, programs and arrangements, and any employment or consulting contracts, “golden parachutes,” severance agreements or plans, vacation and sick leave plans, programs, arrangements and policies, in each case relating to the Seller’s employees or former employees, and including all related “employee benefit plans” (as defined in Section 3(3) of ERISA), all employee manuals, and all binding written, or, to the knowledge of Seller, oral statements of policies, practices or understanding relating to employment.

“Environmental Law” means the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9601, et seq.), the Hazardous Materials Transportation Act (49 U.S.C. § 1801, et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 7401, et seq.), the Federal Water Pollution Control Act (33 U.S.C. § 1251, et seq.), the Clean Air Act (42 U.S.C. § 7401, et seq.), the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. §§ 136, et seq.), the Emergency Planning and Community Right-to-Know Act of 1986 (42 U.S.C. §§ 11001, et seq.), the Safe Drinking Water Act (42 U.S.C. §§ 300f, et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601, et seq.), the Oil Pollution Act of 1990 (P.L. 101-380, 104 Stat. 486), the Occupational Safety and Health Act (29 U.S.C. § 651, et seq.) (with respect to exposure to Hazardous Materials only), the Washington Model Toxics Control Act, Chapter 70.105D RCW (“MTCA”), the Washington Hazardous Waste Management Act, Chapter 70.015D RCW, the Washington Water Pollution Control Act, Chapter 90.48 RCW, the Washington Clean Air Act, Chapter 70.94 RCW, the Shoreline Management Act of 1971, Chapter 90.58 RCW, and the Washington State Environmental Policy Act, Chapter 43.21C, et. seq., RCW, as such laws may be amended or otherwise modified from time to time, and any other present or future applicable Law pertaining to, relating to or in any way arising out of or concerning: (a) the environment, including pollution, contamination, clean-up, preservation, protection, or reclamation of the environment; (b) exposure of employees and other persons to any Hazardous Material; (c) any Release or threatened Release of any Hazardous Material, including investigation, monitoring, clean-up, removal, treatment, or any other action to address such Release or threatened Release; or (d) the management of any Hazardous Material, including the manufacture, production, generation, presence, formulation, processing, labelling, distribution, introduction into commerce, registration, use, treatment, handling, storage, disposal, discharge, transportation, re-use, recycling or reclamation of any Hazardous Material or the containment, removal or remediation thereof.

“Excluded Personal Property” has the meaning specified in Section 2.01.

“Facility” has the meaning specified in the Recitals.

“Governmental Approvals” means any authorization, consent, approval, license, franchise, lease, ruling, permit, certificate or exemption of, or filing or registration with, any Governmental Authority.

“Governmental Authority” means any United States federal, state or local governmental, regulatory or administrative authority agency or commission of any court, tribunal or judicial body.

“Hazardous Material” means any “hazardous substance” or “hazardous waste” as defined, identified or listed as of the Closing in any Environmental Laws in effect as of the Closing, and includes, solely for purposes of this Agreement, any radioactive substance, pesticide, petroleum product, crude oil or any fraction thereof, and asbestos in friable form (other than asbestos in the chlor-alkali cells).

“Indemnification Claim” means any Claim made by an Indemnified Party seeking indemnification for a Loss pursuant to Article VIII.

“Indemnified Group” has the meaning specified in Section 8.04(a).

“Indemnified Party” means any person entitled to indemnification under this Agreement, and shall refer to a Purchaser Indemnified Person or a Seller Indemnified Person as the context requires.

“Indemnifying Party” means any party obligated under this Agreement to indemnify an Indemnified Party, and shall refer to the Purchaser or Seller as the context requires.

“Joint Defense Agreement” shall have the meaning specified in Section 6.01(d).

“Law” means any federal, state, or local or foreign statute, law, ordinance, regulation, rule, code or other requirement or rule of law, including all Environmental Laws.

“Lien” means any mortgage, lien, charge, pledge, hypothecation, assignment, deposit arrangement, encumbrance, security interest, assessment, lease, adverse claim, levy, preference or priority or other security agreement of any kind or nature whatsoever (whether voluntary of involuntary, affirmative or negative, and whether imposed or created by operation of Law or otherwise) in, on or with respect to, or pledge of, any Assets whether now owned or hereafter acquired, or any other interest in Assets designed to secure the repayment of debt or any other obligation, whether arising by contract, operation of law or otherwise.

“Losses” means any and all damages, fines, penalties, judgments, deficiencies, losses, costs and expenses, including court costs, reasonable fees of attorneys, accountants and other experts and other reasonable expenses of any Claim.

“Material Adverse Effect” means, with respect to any Person, asset or operation, any set of circumstances or events which in the aggregate would constitute, or cause, a material adverse effect on such asset or operation and, in the case of any Person, its condition, financial or otherwise, or on the ability of such Person to perform its obligations under this Agreement or to consummate the transaction contemplated hereby.

“Ordinary Course of Business” of any Person, means any action taken by such Person that is consistent with the past practices of such Person or, in the case of Seller and its Affiliates, their past practices taken in the ordinary course of maintaining the Assets.

“Party” means Purchaser or Seller, as applicable; and “Parties” means Purchaser and Seller.

“Permit Assignments” has the meaning specified in Section 5.05.

“Permits” has the meaning specified in Section 2.01(iii).

“Permitted Encumbrances” means (i) Liens for current real and personal property taxes not yet due and payable, (ii) statutory Liens of warehousemen, mechanics and materialman and other like statutory Liens, which arose in the Ordinary Course of Business and are for obligations not yet due and payable, and (iii) those Encumbrances, imperfections of title, easements (including easements for power lines, telephone lines, and railways), rights-of way, servitudes, conditions, covenants and restrictions, if any, which (A) are not substantial in character, amount or extent and do not materially detract from the value of the Assets, (B) do not materially interfere with the ownership of the Assets and (C) have arisen only in the Ordinary Course of Business.

“Person” means an individual, corporation, partnership, limited liability company, joint venture, person trust, group, association, Government Authority or any other legal entity.

“Personal Property” has the meaning specified in 2.01.

“Pioneer Period” shall mean the period from June 17, 1997, until the Closing Date.

“Purchase Price” has the meaning specified in 2.02(a).

“Purchaser” has the meaning specified in the preface.

“Purchaser Indemnified Persons” has the meaning specified in Section 8.03.

“Real Property” has the meaning specified in Section 2.01.

“Records” has the meaning specified in Section 2.01.

“Related Agreements” means the EOA Termination Agreement, the Joint Defense Agreement, the special warranty deed to be delivered pursuant to Section 2.03(b)(i), the bill of sale to be delivered pursuant to Section 2.03(b)(ii) and the guaranty to be delivered pursuant to Section 2.03(c)(iii).

“Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, leaching, dumping or disposing of Hazardous Materials or other substances or materials into the atmosphere (excluding indoor air), onto or into the soil or sediment, or into groundwater or surface water, excluding mitigation.

“Remediation” has the meaning specified in Section 8.01(a)(i).

“Replacement Cost” of any Asset means the cost that would be incurred to repair or replace, as applicable, such Asset to substantially the same condition as immediately prior to any damage, destruction or condemnation of such Asset which amount shall be determined by the agreement of Seller and Purchaser or by appraisal .

“Representative” means any director, officer, employee, agent, accountant, legal counsel, contractor or other representative of a Person acting on such Person’s behalf (whether or not the actions exceed the scope of representation); provided, however, that one Party or its Affiliates shall not be considered or deemed to be a Representative of the other Party or its Affiliates.

“Retained Liabilities” has the meaning specified in Section 8.01(b).

“Seller” has the meaning specified in the preface.

“Seller Indemnified Persons” has the meaning specified in Section 8.02.

“Third Party” means any Person that is not (a) a Party; (b) a successor to or permitted assign of a Party; (c) an Affiliate of any of (a) or (b); (d) a Representative of any of (a), (b) or (c); or (e) a Governmental Authority.

ARTICLE II
PURCHASE AND SALE OF ASSETS

Section 2.01 Assets. Subject to and upon the terms and conditions set forth in this Agreement, Seller will sell, transfer, convey and deliver to Purchaser, and Purchaser will purchase, at the Closing, the following assets:

(the Real Property, Personal Property, Permits and Records are hereinafter referred to as the “Assets”).

Section 2.02 Consideration for the Assets. In consideration for the sale, transfer, conveyance, assignment, and delivery of the Assets by Seller to Purchaser, and in reliance upon the representations and warranties made herein by Seller to Purchaser, Purchaser shall at Closing, pay to Seller by wire transfer, in immediately available funds, the sum of Seven Hundred Fifty Thousand Dollars ($750,000.00) (the “Purchase Price”). The Purchase Price has been determined by the Parties on the basis of an arms’-length negotiation, taking into consideration the inactive nature of the Facility and the potential Remediation and demolition activities associated with ownership of the Assets.

Section 2.03 Closing.

     (a) Time and Place. Upon the terms and subject to the conditions of this Agreement, the closing of the purchase and sale of the Assets contemplated hereby (the “Closing”) shall take place at such time and date and at such place as the Seller and the Purchaser may mutually agree upon in writing; provided, however, that the Closing shall take place no later than December 31, 2005.

     (b) Actions to be Taken by Seller. At the Closing, Seller shall:

     (c) Actions to be Taken by Purchasers. At Closing, Purchaser shall:

     (d) Further Assurances. At any time and from time to time after the Closing, at Purchaser’s reasonable request and without further consideration, Seller covenants to and shall execute and deliver such other reasonable instruments of sale, transfer, conveyance, assignment, consent, release and confirmation and take such reasonable action as Purchaser may reasonably deem necessary or desirable in order to more effectively transfer, convey and assign to Purchaser, and to confirm Purchaser’s ownership and title to, all of the Assets, to put Purchaser in actual possession and operating control of the Assets and to assist Purchaser in exercising all rights and privileges with respect thereto.

ARTICLE III
REPRESENTATIONS AND WARRANTIES
OF SELLER

     Subject to all of the terms, conditions and provisions of this Agreement, Seller hereby represents and warrants to Purchaser, as of the date hereof and as of the Closing Date, as follows:

     Section 3.01 Organization and Qualification. Seller is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware. Seller has all requisite power and authority to own the Assets, as applicable. Seller is duly qualified or licensed to do business and in good standing or authorized to do business in the State of Washington.

     Section 3.02 Authority. Seller has all requisite power and authority to execute and deliver this Agreement and to consummate the transaction contemplated hereby. The execution and delivery by Seller of this Agreement and the consummation of the transaction contemplated hereby, have been duly and validly authorized by all necessary company (including any member action) on the part of Seller, and

no other company proceedings on the part of Seller are necessary to authorize the execution and delivery by Seller of this Agreement or to consummate the transaction contemplated hereby. Assuming the due authorization, execution and delivery of this Agreement by the parties hereto, this Agreement constitutes, and when executed and delivered by Seller, will constitute, a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and general equitable principles (whether applied in a court of law or equity).

     Section 3.03 No Conflict. The execution and delivery by Seller of this Agreement and the consummation of the transaction contemplated hereby, do not and will not: (i) assuming the receipt of any required Governmental Approvals and the completion of the notifications, filings and registrations set forth on Schedule 3.04, violate any provision of any Law, or of any Governmental Approval or any writ, injunction, order, judgment or decree of any Governmental Authority, in each case presently in effect and applicable to Seller or any Affiliate of Seller or to the Assets, including, but not limited to, any order or decree arising out of that Bankruptcy Proceeding styled In re: Pioneer Companies, Inc., et al., U.S. Bankruptcy Court, Southern District of Texas (Case No. 01-38259-H3-11, July 31, 2001), (ii) result in a breach of or constitute (with or without the giving of notice or the passage of time or both) a default under (x) the Articles of Organization of Seller, or (y) any resolution adopted by the members of Seller, (iii) result in a breach of or constitute (with or without the giving of notice or the passage of time or both) a default under any Contract to which Seller is a party or by which Seller or any of the Assets is bound or affected, or (iv) result in, or require, the imposition or creation of any Lien upon the Assets.

     Section 3.04 Consents and Approvals. Except as set forth in Schedule 3.04, no Governmental Approvals, and no consents, licenses, authorizations, approvals, permits, notifications, filings or registrations to or with any Person, are required to be obtained or made by Seller, or any of its Affiliates, in connection with the execution and delivery by Seller of this Agreement or the consummation of the transaction contemplated hereby, other than (i) such Governmental Approvals, consents, licenses, authorizations, approvals, permits, notifications, filings and registrations which have been obtained or made and are in full force and effect, (ii) other filings with Governmental Authorities in the Ordinary Course of Business of Seller that are not required to be made prior to the consummation of the transaction contemplated by this Agreement, and (iii) consents, notices, authorizations and approvals of parties to Contracts not required to be listed on Schedule 3.08.

     Section 3.05 Litigation. Except as set forth in Schedule 3.05, there is no action, suit, proceeding, arbitration, assessment or investigation served or pending of which Seller or any of its Affiliates has received notice, or, to the knowledge of Seller, threatened, relating to any of the Assets before or by any Governmental Authority or any other Person which is reasonably expected to result in Liabilities of more than $25,000 with respect to any of the Assets. There is no such action, suit, proceeding, arbitration, assessment or investigation pending or, to the knowledge of Seller, threatened which seeks to restrain or enjoin the execution and delivery of this Agreement or the consummation of any of the transactions contemplated hereby or thereby. Except as set forth in Schedule 3.05, there are no outstanding judgments, orders, injunctions, decrees, stipulations or awards (whether rendered by a Governmental Authority or by an arbitrator) against Seller, any of its Affiliates or any of the Assets: (i) that are

reasonably expected to result in Liabilities of more than $25,000 with respect to the Assets; or (ii) which prohibit or restrict, or could reasonably be expected to result in any delay of, the consummation of the transaction contemplated by this Agreement.

     Section 3.06 Assets. Except as set forth in Schedule 3.06, Seller has good and indefeasible title to the Real Property and the Personal Property, free and clear of Liens (other than Permitted Encumbrances).

     Section 3.07 Condemnation. Except as set forth in Schedule 3.07, there are no pending condemnation or eminent domain proceedings, or contemplated sales in lieu thereof of which Seller or any of its Affiliates has received notice or, to the knowledge of Seller, threatened proceedings, in each case involving a partial or total taking of any of the Assets other than any such condemnation or eminent domain proceeding or any such sale which may become pending, threatened or contemplated after the date hereof and which is subject to Section 5.07.

     Section 3.08 Contracts. Schedule 3.08 sets forth a complete and accurate list of all agreements or contracts (the “Contracts”) relating to the Assets (including all amendments thereto) and which are intended to survive the Closing and transfer of the Assets. Seller is not, and to the knowledge of Seller, no other party to any Contract is, in breach or violation of any Contract or in default thereunder, and, except as so set forth, there does not exist any event that, with the giving of notice or the lapse of time, or both, would become a breach, violation or default by Seller or, to the knowledge of Seller, any other party thereto, except for such breaches, violations, defaults and events as to which requisite waivers or consents have been or will, on or prior to the Closing Date, be obtained. Except as set forth on Schedule 3.08, no consents or other authorizations are required for the assignment to Purchaser of any of Contracts included in the Assets.

     Section 3.09 Permits. Except as set forth in Schedule 3.09; (i) Seller has all Permits required for the ownership of the Assets and the conduct of the operation of the Facility, as presently conducted, (ii) all of such Permits are in full force and effect, except for any such Permit with respect to which applications for renewal shall have been filed; (iii) Seller is in compliance in all material respects with all of such Permits; and (iv) Seller has not received any notice of violation of any of the terms of any such Permits, which violation is outstanding and unresolved or unsatisfied. No revocation, termination, limitation or withdrawal of any such Permit is pending of which Seller or any of its Affiliates has received notice or, to the knowledge of Seller, threatened.

Section 3.10 Compliance with Laws. Except as set forth in Schedule 3.10,

          (a) (i) Seller is in compliance with all Laws applicable to the Assets, and (ii) has not received any notice alleging or charging any lack of compliance or violation of any material requirement of any such Law which remains pending and unresolved, except, in the case of each of clauses (i) and (ii), where such lack of compliance or violation will not result in a Material Adverse Effect on the Assets. Except as set forth in Schedule 3.10, no investigation or review by any Governmental Authority with respect to the Assets is pending of which Seller or any of its Affiliates has received notice or, to the knowledge of Seller, threatened.

          (b) During the Pioneer Period, Seller or its Affiliates operated the Facility and maintained the Assets in compliance with all applicable Environmental Laws, including, but not limited to, the proper and timely reporting to Governmental Authorities of all Releases to the environment.

     Section 3.11 Real Property. Except as set forth on Schedule 3.11:

          (a) The Real Property does not violate in any material respect any provisions of any applicable building code, fire, health or safety regulation, or any other governmental ordinance, order or regulation including all Environmental Laws.

          (b) There are utility services, including water, sewer, and electricity lines, to the Real Property, and neither Seller nor any of its Affiliates has received notice from any applicable Governmental Authority or any other Person that any such utilities will be terminated.

          (c) The Real Property has full and free access to and from public highways, streets or roads and, neither Seller nor any of its Affiliates has received written notice of any pending or threatened proceeding by any Governmental Authority which would impair or result in the termination of such access.

          (d) Schedule 3.11(d) is a list of any easements, right-of-ways, licenses or similar property rights that it has granted, conveyed, acquired or obtained during the Pioneer Period that affects, burdens or benefits the Real Property.

     Section 3.12 Brokers’ Fees. Seller does not have any liability to pay any fees or commissions to any broker, finder or agent with respect to the transaction contemplated by this Agreement for which Purchaser or any of its Affiliates could become liable or obligated.

     Section 3.13 Limitation on Representation and Warranties.

          (a) Except as and to the extent expressly set forth in this Article III, included on any Schedule hereto or included in any Related Agreement or other writing delivered by Seller to Purchaser concurrently herewith or subsequent hereto expressly pursuant to this Agreement, Seller makes no other representation or warranty and disclaims all liability and responsibility for any representation, warranty, statement or information (financial or otherwise) made or communicated (orally or in writing) to Purchaser or any of its Affiliates, employees, agents, consultants or representatives (including, without limitation, any opinion, information, projection, financial statement or advice that may have been provided to Purchaser by any officer, director, employee, agent, consultant or representative of Seller or of any Affiliate thereof).

          (b) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AND WITHOUT DIMINISHING IN ANY MANNER THE SCOPE OF THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE III, EXCEPT TO THE EXTENT EXPRESSLY SET FORTH IN THIS ARTICLE III, SELLER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE FOLLOWING MATTERS: THE MAINTENANCE, REPAIR,

CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF ANY OF THE ASSETS, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY OF THE ASSETS, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES THAT PURCHASER IS OBTAINING RIGHTS IN THE ASSETS “AS IS”, “WHERE IS” AND “WITH ALL FAULTS”. THE PROVISIONS OF THIS SECTION 3.13(b) HAVE BEEN SPECIFICALLY NEGOTIATED IN THIS AGREEMENT.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF PURCHASER

     Subject to all of the terms, conditions and provisions of this Agreement, Purchaser hereby represents and warrants to Seller, as of the date hereof, and as of the Closing Date, as follows:

     Section 4.01 Organization and Qualification. Purchaser is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Purchaser has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Purchaser is duly qualified or licensed to do business and in good standing as a foreign corporation authorized to do business in each other jurisdiction where, because of the nature of its properties or the nature of its business, such qualification or licensing is required, except for such jurisdictions where the failure to be so qualified or licensed will not have a Material Adverse Effect with respect to Purchaser.

     Section 4.02 Authority. Purchaser has all requisite corporate power and authority to execute and deliver this Agreement to which Purchaser is a party, and to consummate the transaction contemplated hereby. The execution and delivery by Purchaser of this Agreement and the consummation of the transaction contemplated hereby have been duly and validly authorized by all necessary corporate action (including any stockholder action) on the part of Purchaser, and no other corporate proceedings on the part of Purchaser are necessary to authorize the execution and delivery by Purchaser of this Agreement or to consummate the transaction contemplated hereby or thereby. Assuming the due authorization, execution and delivery of this Agreement by the parties hereto, this Agreement constitutes, and when executed and delivered by Purchaser, will constitute, a valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and general equitable principles (whether applied in a court of law or equity).

     Section 4.03 No Conflict. The execution and delivery by Purchaser of this Agreement and the consummation of the transaction contemplated hereby, do not and will not: (i) assuming the receipt of the Governmental Approvals and the completion of the notifications, filings and registrations set forth on Schedule 4.04, violate any provision of any Law, or of any Governmental Approval or any writ, injunction, order, judgment or decree of any Governmental Authority, in each case presently in effect and applicable to Purchaser or any Affiliate of Purchaser or the Properties of Purchaser, (ii) result in a breach of or constitute (with or without the giving of notice or the passage of time or both) a default under the charter or by-laws of Purchaser, or any resolution adopted by the Board of Directors or stockholders of

Purchaser, (iii) r