The execution, delivery and performance by the Subscriber of this Agreement and each of the Rights Agreements (a) has been duly authorized by all necessary corporate, partnership, limited liability company or other organizational action, and (b) do not and will not (i) contravene the terms of any of the Subscriber’s organization documents, or (ii) conflict with or result in any breach or contravention of any contractual obligation to which the Subscriber is a party, any Applicable Law, or any order, injunction, writ or decree of any governmental authority or any arbitral award to which the Subscriber or their respective property is subject, except in the case of this clause (ii) any such conflict, breach or contravention that would not reasonably be expected to have, individually or in the aggregate, a material adverse effect.