The execution, delivery and performance of this Agreement by Seller does not, and the consummation of the transactions contemplated hereby by Seller will not, violate, conflict with or result in a breach of or constitute a default (with or without notice or lapse of time, or both) under: (a) any provision of the charter documents (or similar governing documents) of Seller, (b) any agreement, instrument, permit, franchise, license, judgment or order applicable to Seller or the Purchased Shares, other than such conflicts, breaches or defaults that, individually or in the aggregate, do not affect Seller’s ability to perform its obligations hereunder and do not result in, and would not reasonably be expected to result in, the creation of any Lien on the Purchased Shares or any liability or obligation for which Purchaser or the Company may be responsible, or (c) any statute, law, ordinance, rule, regulation or order of any Governmental Authority or any judgment, order or decree (U.S. federal, state or local or foreign) applicable to Seller.