The execution, delivery, and performance by the Company of this Agreement and the Transaction Documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in a violation or breach of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ii) conflict with or result in any violation or breach of the provisions of the Certificate of Incorporation or Bylaws; or (iii) conflict with or result in the Company’s violation or breach of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business constituted as of the date hereof that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.