Except for the approvals of or notices or filings with Governmental Authorities set forth on Schedule 3.1(b) , the execution, delivery and performance of this Agreement and the Ancillary Agreements to which Buyer is a party and the consummation of the transactions contemplated hereby and thereby will not: (i) conflict with, result in a breach of any provision of, constitute a default under, result in the modification or cancellation of, or give rise to any right of termination or acceleration in respect of, any contract, agreement, commitment, understanding, arrangement or restriction of any kind to which Buyer is a party or to which Buyer or any of its property is subject; (ii) violate or conflict with any Law, decree, order or ruling of any Governmental Authority, to which Buyer or any of its property is subject; (iii) require any authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any Governmental Authority; or (iv) conflict with or result in any breach of any of the provisions of Buyer’s applicable organizational documents, except in the case of clauses (i), (ii) and (iii) for matters which would not prevent or materially delay the consummation of the transactions contemplated by this Agreement.