The execution, delivery and performance by Buyer of this Agreement and each of the Transaction Documents to which it is a party do not and will not with the passing of time or the giving of notice or both (i) violate or conflict with any provision of the organizational documents of Buyer, (ii) violate or conflict with any Legal Requirements applicable to, binding upon or enforceable against Buyer, (iii) result in the breach of or constitute a default under any indenture or loan or credit agreement or any other written agreement or instrument to which Buyer is presently a party or by which Buyer or its property or assets is presently bound or affected, (iv) result in the creation or imposition of any mortgage, lien, pledge, security interest, charge or other encumbrance in, upon or on any of the properties or assets of Buyer, or (v) require the approval of or any exemption from any governmental authority or third party not heretofore obtained.