(a) Neither the execution and delivery of this Agreement by any Seller or of the Transaction Documents to which it is or will be a party, nor the performance of their respective obligations hereunder or thereunder, will (i) violate, conflict with or result in a breach of the organizational documents of HVFH or PFFC or resolutions of any managers, board of directors, members or stockholders of HVFH or PFFC, (ii) violate and Law, or (iii) result in the creation or imposition of any Liens with respect to, or otherwise have an adverse effect upon, the Assets or the Business.  Except for those consents, approvals, authorizations or filings set forth on Schedule 3.3 , no Consent is required to be obtained, satisfied or made pursuant to any Laws, Permits or other agreements by which any Seller, or any of their properties or assets, including, without limitation, the Assets, is bound.