Subject to the dissolution of Seller immediately after the Closing, the execution, delivery and performance by Seller of this Agreement does not or, in the case of the Assignment, will not, and the consummation of the transactions contemplated to be consummated by Seller hereby will not, constitute or result in (a) the creation of, or imposition on Seller of any obligation to create or enforce, any Lien upon the Oncor Management Interests, (b) a violation or breach of, or a default under any Contract to which Seller is a party or any of Seller’s assets are bound or (c) a violation of any Law or any Order applicable to Seller, except, in the case of clauses (b) and (c) above, for any breach, violation, default or other matter that would not reasonably be expected to prevent, restrict or impair or otherwise adversely affect the ability of Seller to perform its obligations under and consummate the transactions contemplated by this Agreement or that would not result in any liability to Seller.