Assuming all Consents and other actions described in Section 4.3 have been obtained or made and any applicable waiting period under the HSR Act has expired or been terminated and, except as may result from any facts or circumstances relating solely to Seller or its Affiliates, the execution, delivery, and performance by Buyer of this Agreement and the other Transaction Documents to which it is a party (including the consummation of the Transactions) does not and will not: (a) violate, conflict with, or result in the breach of any provision of the Governing Documents of Buyer, (b) conflict with or violate any Law applicable to Buyer, and (c) conflict with, result in any breach of, constitute a default (or an event which, with the giving of notice or lapse of time, or both, would become a default) under, require any Consent under, or give to others any right to exercise any remedy under, or rights of termination, acceleration, cancellation, modification or cancellation of any material Contract to which Buyer is a party, except with respect to the foregoing clauses (b) and (c) as would not, individually or in the aggregate, reasonably be expected to have a Buyer Material Adverse Effect.