Except as set forth on the attached Schedule 5(b) , neither the execution and delivery of this Agreement or the Ancillary Agreements, nor the performance or consummation of any obligations or transactions under this Agreement or the Ancillary Agreements, will (with or without notice or lapse of time or both): (i) conflict with or violate any organizational documents of Seller or any law or regulation applicable to Seller, (ii) conflict with or violate any contract to which Seller is a party or by which Seller or any Assets is bound; or (iii) result in any Encumbrance on the Assets. Seller is not required to give any notice to, obtain any consent or license from or make any filing with any person or entity (including any governmental authority) in connection with, or in order to prevent a breach of, default under, termination or modification of, or right to exercise any right under any Asset as a result of, this Agreement or the Ancillary Agreements or any transactions or obligations under this Agreement or the Ancillary Agreements.