The execution, delivery and performance by each of the Buyer Parties of this Agreement and the other Buyer Transaction Agreements to which such Buyer Party is a party, consummation of the Buyer Transactions and compliance with the terms of this Agreement and the other Buyer Transaction Agreements to which such Buyer Party is a party will not (a) conflict with or violate any provision of the certificate of incorporation, bylaws or similar organizational documents of such Buyer Party, or (b) assuming that all consents, approvals and authorizations contemplated by Section 5.03 have been obtained and all filings described therein have been made, conflict with or violate in any material respect any Law applicable to such Buyer Party or by which its respective properties are bound or affected.