The execution, delivery and performance of this Agreement and the Ancillary Documents by each of the Sellers will not (a) violate any provision of the organizational documents of any Seller or Acquired Company; (b) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, acceleration or cancellation of, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which any Seller or Acquired Company is a party or which affects in any material respect any of the Mesteña Assets; or (c) conflict with or violate in any material respect any Law or Governmental Order applicable to any Seller or Acquired Company or any of the Mesteña Assets.