No Violation. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will # violate any provision of any obligation of Seller, # result in the creation or imposition of any lien, charge, pledge, security interest or other encumbrance upon the Transferred Assets, or # violate or result in a breach of, or constitute a default under, any judgment, statute, order, decree, rule or regulation of any court or governmental agency to which Seller or the Transferred Assets are subject.

No Violation. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will # violate any provision of any obligation of Seller, # result in the creation or imposition of any lien, charge, pledge, security interest or other encumbrance upon the Transferred Assets,Purchaser, or # violate or result in a breach of, or constitute a default under, any judgment, statute, order, decree, rule or regulation of any court or governmental agency to which Seller or the Transferred Assets arePurchaser is subject.

No Violation.Non-Contravention. Neither the execution and delivery of this Agreement,Agreement nor its performance and the consummation of the transactions contemplated hereby,hereby will # violate any provisionor 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 obligation of Seller,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, charge, pledge, security interestinterest, encumbrance, restriction, charge or other encumbrancelimitation of any kind, upon the Transferred Assets,Assets or Seller; or # violate any statute or result in a breach of,law or constitute a default under, any judgment, statute,decree, order, decree,regulation or rule or regulation of any court or governmental agencyauthority applicable to which Seller or the Transferred Assets are subject.Seller.

No Violation. Neither the executionViolations. The execution, delivery and deliveryperformance by Seller of this Agreement, norAgreement and the other agreements and documents contemplated hereby, including the Letter of Authorization, and the consummation by Seller of the transactions contemplated hereby,Transactions will not # violate any provisionstatute, rule, regulation, order or decree of any obligation of Seller,governmental authority by which Seller or Seller Stock is bound or # result in the creationa violation or imposition of any lien, charge, pledge, security interest or other encumbrance upon the Transferred Assets, or # violate or result in a breach of, or constitute a default under, any judgment, statute, order, decree, rule or regulationresult in the creation of any courtLien upon, or governmental agencycreate any rights of termination, cancellation or acceleration in any person or entity with respect to any agreement, contract, license, franchise, permit, indenture, mortgage or instrument, including without limitation any will or trust agreement relating to Seller or his assets, to which Seller is a party or the Transferred Assets are subject.by which Seller Stock is bound.

No Violation. NeitherConflict. None of the execution and deliveryexecution, delivery, or performance of this Agreement, norand the consummation of the transactions contemplated hereby, conflicts or will # violate any provisionconflict with, or (with or without notice or lapse of any obligation of Seller, # result in the creationtime, or imposition of any lien, charge, pledge, security interest or other encumbrance upon the Transferred Assets, or # violate orboth) result in a termination, breach of, or constituteviolation of # any instrument, contract or agreement to which the Seller is a default under,party or by which he is bound, or to which the assets are subject; or # any federal, state, local or foreign law, ordinance, judgment, decree, order, statute, order, decree, rule or regulationregulation, or that of any courtother governmental body or governmental agencyauthority, applicable to whichthe Seller or the Transferred Assets are subject.assets.