The execution and delivery of this Agreement by Seller, the performance of Seller’s obligations hereunder, the consummation of the transactions contemplated hereby and the compliance with the terms hereof (a) do not conflict with or contravene any judgment, order, decree, rule, regulation, statute or other law or restriction of any court, government or governmental agency to which Seller is, or its properties or assets are, subject or by which Seller is, or its properties or assets are, bound; (b) do not conflict with, contravene, result in a breach of any terms of, or constitute a default under, any provision of any material contract to which Seller is a party or by which any of her properties or assets are bound; and (c) do not violate any law, judgment, order, decree, statute, ordinance, rule or regulation applicable to Seller, or any permit, license, or approval of any governmental authority.