The execution and delivery of this Agreement by each Seller and the consummation by each Seller of the transactions contemplated by this Agreement does not and will not constitute or result in a breach, violation or default under (i) any agreement or instrument, whether written or oral, express or implied, to which any of the Sellers is a party, (ii) the organizational documents of any Seller or (iii) any statute, law, ordinance, decree, order, injunction, rule, directive, judgment or regulation of any court, administrative or regulatory body, governmental authority, arbitrator, mediator or similar body on the part of any Seller, except, in each case, as would not reasonably be expected to (x) affect the validity of the Repurchase Shares or (y) materially impact any Seller’s ability to perform its obligations under this Agreement.