Neither the execution, delivery nor performance of any of the Transaction Documents, nor the consummation by Purchaser of the transactions contemplated by the Transaction Documents will result in any violation of, be in conflict with, cause any acceleration or any increased payments under, or constitute a default under, with or without the passage of time or the giving of notice: (a) any provision of Purchaser's Amended and Restated Certificate of Incorporation or Purchaser's Bylaws, each as in effect on the date hereof or at the Closing; (b) any provision of any judgment, decree or order to which Purchaser is a party or by which it is bound; or (c) any note, mortgage, material contract, material agreement, license, waiver, exemption, order or permit, except in the case of subsections (b) and (c) as would not have had, or reasonably would be expected to have, a material adverse effect on the on the business, assets, liabilities, financial condition or results of operations of Purchaser and its subsidiaries, taken as a whole.