with, require a consent, waiver or approval under, or result in a breach of or default under, any of the terms of any material contract or agreement to which such party is a party or by which such party is bound, or any office such party holds, (ii) violate any order, writ, injunction, decree or statute, or any rule or regulation, applicable to such party or any of its properties and assets or (iii) result in the creation of, or impose any obligation on such party to create, any lien, charge or other encumbrance of any nature whatsoever upon such partys properties or assets; and (e) no broker, finder or investment banker is entitled to any brokerage, finders or other fee or commission in connection with the Transaction based upon arrangements made by or on behalf of such party.
3.2 Support Agreement Representations. The Additional Rollover Shareholder hereby represents and warrants to the Existing Parties that all the representations and warranties contained in Section 3.1 of the Support Agreement are true and correct with respect to the Additional Rollover Shareholder.
3.3 Reliance. The Additional Rollover Shareholder acknowledges that the Existing Parties have entered into this Agreement on the basis of and reliance upon (among other things) the representations, warranties and covenants of the Additional Rollover Shareholder in Sections 3.1 and 3.2 of the Support Agreement and have been induced by them to enter into this Agreement.
4. Governing Law
This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of the laws of any jurisdiction other than the State of New York.
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