The execution, delivery and performance by the Purchaser of this Agreement does not, and the consummation of the transactions contemplated hereby will not, constitute or result in (a) a breach or violation of, or a default under or otherwise conflict with, its Organizational Documents, (b) a violation or breach of, or a default under, any Contract to which the Purchaser is a party, or (c) assuming the receipt of the Parent Approvals, a violation of any Law or any Order applicable to the Purchaser or its properties or assets, except, in the case of clauses (b) and (c) above, for any breach, violation, default or other matter that would not reasonably be expected to prevent, restrict or impair or otherwise adversely affect the ability of the Purchaser to perform its obligations under and consummate the transactions contemplated by this Agreement.