The execution, delivery and performance by Element of this Agreement and the Transaction Documents to which Element is or will be a party and the consummation by Element of the transactions contemplated hereby and thereby do not and will not, with or without the giving of notice or the passage of time or both, (i) violate the provisions of any law applicable to Element or any of its properties or assets; (ii) violate any judgment, decree, order or award (collectively, the “ Order ”) of any governmental entity having jurisdiction over Element or arbitrator applicable to Element or any of its properties or assets; or (iii) result in any breach of or conflict with any terms or conditions, or constitute a default under, any contract, agreement or instrument to which Element is a party or by which Element or its properties or assets are bound.