The execution and delivery by Seller of this Agreement does not, and the execution and delivery by Seller of the Transaction Documents to which it is a party, the performance by Seller of its obligations hereby and thereby will not: (a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the certificate of formation or limited liability company operating agreement (if any) of Seller; (b) conflict with or result in a violation or breach of any term or provision of any Law or Order applicable to Seller or any of the Purchased Assets; or (c) except as disclosed in Section 2.3 of the Disclosure Schedule, (i) conflict with or result in a violation or breach of, (ii) constitute (with or without notice or lapse of time or both) a default under, (iii) require Seller to obtain any consent, approval or action of, make any filing with or give any notice to any Person as a result or under the terms of, or (iv) result in the creation or imposition of any Lien upon Seller or any of the Purchased Assets under, any Contract or License to which Seller is a party or by which any of the Purchased Assets are bound.