Agreement Not in Contravention. Neither the execution and delivery of this Agreement, nor the consummation of the transactions provided for herein will # result in the material breach of or constitute a material default or give rise to any right of termination, cancellation or acceleration under any of the terms, conditions, or provisions of any lease, license, promissory note, contract, agreement, mortgage, deed of trust or other instrument or document to which each of the parties is a party, or # violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to any of the parties.

Non-Contravention. Neither the execution and delivery of this Agreement nor its performance and the consummation of the transactions contemplated hereby will # violate or be in conflict with, or constitute a default (or an event which, with or without due notice or lapse of time, or both, would constitute a default) under, or result in the modification or termination of, or cause or permit the acceleration of the maturity of any debt, obligation, contract or commitment or other agreement to which Seller is a party or by which it or the Assets may be bound; # result in the creation or imposition of any mortgage, pledge, lien, security interest, encumbrance, restriction, charge or limitation of any kind, upon the Assets or Seller; or # violate any statute or law or any judgment, decree, order, regulation or rule of any court or governmental authority applicable to Seller.