The execution, delivery and performance by West Side of this Agreement and the consummation by West Side of the transactions contemplated hereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the Governing Documents of West Side; (b) conflict with or result in a violation or breach of any provision of any Law applicable to West Side; (c) require the consent of, notice to or other action by any Person under any Contract to which West Side is a party; or (d) result in the creation or imposition of any Encumbrance on West Side’s State Street Shares. No consent, approval, permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to West Side in connection with the execution and delivery of this Agreement and each other Transaction Document to which West Side is a party and the consummation of the transactions contemplated hereby and thereby.