The execution, delivery and performance by Celadon of this Agreement and the Transaction Documents to which Celadon is a party and the consummation by Celadon of the transactions contemplated hereby and thereby do not and will not, with or without the giving of notice or the passage of time or both, (i) violate the provisions of any law applicable to Celadon or any of its properties or assets; (ii) violate any Order of any governmental entity having jurisdiction over Celadon or arbitrator applicable to Celadon or any of its properties or assets; or (iii) result in any breach of or conflict with any terms or conditions, or constitute a default under, any contract, agreement or instrument to which Celadon is a party or by which Celadon or its properties or assets are bound.