Except as set forth on Schedule 4.1.1 , neither the execution and delivery of this Agreement by the Sellers nor the execution and delivery of the Ancillary Agreements to which the Sellers are a party nor the consummation or performance of any of the transactions contemplated hereunder or thereunder by the Sellers will (a) contravene, conflict with, or result in a violation of or default under any provision of the Organizational Documents of the Company, (b) contravene, conflict with, or result in a violation of or default under any Legal Requirement or any Order to which the Company is subject, (c) assuming all Consents are obtained, violate or conflict with, in any material respect, or result in a material default under, or give any Person the right to exercise any material remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or materially modify any Material Contract, or (d) result in the imposition or creation of any Lien upon or with respect to any of the assets owned, leased or licensed by the Company.  No action, consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Body is required to be obtained or made by the Company in connection with the execution and delivery of this Agreement and the Ancillary Agreements to which the Sellers are a party or the consummation by the Sellers of any of the transactions contemplated hereby or thereby.