The execution, delivery and performance of this Agreement and the Ancillary Agreements to which Buyer or Buyer Guarantor is a party and the consummation of the Transactions do not (a) result in a violation of any Law or Order to which Buyer or Buyer Guarantor is subject, (b) conflict with or result in a violation of any provision of the certificate of incorporation, bylaws or other charter or organizational documents of Buyer or Buyer Guarantor or (c) conflict with, result in a material breach of, constitute a material default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or consent under, any Contract to which Buyer or Buyer Guarantor is a party, or (d) result in the imposition of any Lien (other than Permitted Liens) upon any of the properties, rights or assets of Buyer or Buyer Guarantor, except, in the case of the immediately preceding clauses (c) and (d), to the extent that any such violation would not reasonably be expected to have an adverse effect on the ability of Buyer or Buyer Guarantor to consummate the Transactions.