The execution and delivery of this Agreement, the other documents and agreements to be executed by the Holding Corporation as contemplated hereunder, the consummation of the transactions contemplated hereby and thereby, and the compliance with the terms and conditions hereof or thereof will not (i) materially contravene any provision of law to which the Holding Corporation is subject or any statute, decree, rule, regulation, injunction, judgment, order, decree, ruling, charge, or other restriction binding upon the Holding Corporation or contravene any order or permit applicable to the Holding Corporation, (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of any obligation under, create in any party the right to accelerate, terminate, modify or cancel, or require any notice under, any material agreement, contract, lease, license, instrument, or other arrangement to which the Holding Corporation is a party, or by which the Holding Corporation is bound, or to which the Holding Corporation’s assets are subject, or (iii) result in the attachment, creation or imposition of any Security Interest upon any of the Acquired Assets and/or Assumed Liabilities.