Provided that all consents, approvals, authorizations and other actions described in Section 4.03 have been obtained or taken, except as may result from any facts or circumstances solely relating to Buyer or its Affiliates (as opposed to any other third party), the execution, delivery and performance by Seller, and the consummation by Seller of the transactions contemplated by this Agreement do not and will not (a) violate or conflict with the organizational documents of Seller or the Company, (b) violate or conflict with any Law or other Governmental Order applicable to Seller or the Company or by which any of them or any of their respective properties or assets is bound or subject or (c) result in any breach of, or constitute a default (or event which, with the giving of notice or lapse of time, or both, would become a default) under, or give to any Person any rights of termination, acceleration or cancellation of, or result in the creation of any Lien (other than a Permitted Lien) on any of the assets or properties of Seller or the Company pursuant to, any Material Contract, other than, in the case of clauses (b) and (c), any such conflicts, violations, breaches, defaults, rights or Liens that, individually or in the aggregate, do not have, and would not reasonably be expected to have, a material impairment or delay of the ability of any of Seller or the Seller Parties to perform their material obligations under this Agreement, including consummation of the transactions contemplated hereby.