The execution and delivery of this Agreement, the performance of its obligations under this Agreement, and the consummation of the transactions contemplated by this Agreement, in each case by the Seller, do not and will not conflict with, contravene or result in a violation or breach of or default under (with or without notice, lapse of time or both) any applicable law to which the Seller or any of his assets is subject, or any agreement, contract, indenture, commitment, instrument or other arrangement or understanding to which the Seller is a party or by which any of its assets is bound.