(a) The execution and delivery by each of Primary Seller and Luxembourg Seller of this Agreement does not, the execution and delivery by each of Primary Seller and Luxembourg Seller of each Ancillary Agreement to which it will be a party will not, and the consummation by each of Primary Seller and Luxembourg Seller of the Acquisition and the other transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements will not, (i) conflict with or violate its organizational documents, (ii) except as set forth on Section 3.03(a) of the Seller Disclosure Schedule, result in any breach of, constitute a default under, require a notice or consent under or give any third party a termination right or a right to accelerate the obligations of either of the Sellers, the Company or any Company Subsidiary under any Business Contract, (iii) conflict with or violate any judgment, order or decree (“Judgment”) or statute, law, ordinance, rule or regulation (“Law”) applicable to Primary Seller, Luxembourg Seller, the Company, any Company Subsidiary or any Sellers Business Asset, (iv) result in any breach of or constitute a default under any material Permit of the Company or any Company Subsidiary, or (v) result in the creation of any Lien (other than Permitted Liens or Liens arising from acts of Purchaser or its affiliates) on any of the Sellers Business Assets or the properties or assets of the Company or any Company Subsidiary, in each of (ii), (iii) and (v) other than any such items that would not reasonably be expected to have a Business Material Adverse Effect.