None of the execution, delivery or performance of this Agreement will: (a) violate any provision of the certificate of incorporation or by-laws of Number Holdings or any organizational documents of any of its Subsidiaries; (b) violate any provision of law, rule, regulation, injunction, judgment, order, decree, ruling, charge or other restriction of any Governmental Authority to which Number Holdings or any of its Subsidiaries is subject; or (c) violate, be in conflict with, constitute a default (upon notice, lapse of time or both) under, give rise to a right of termination or renegotiation under any material contract of Number Holdings or any of its Subsidiaries.