The execution, delivery and performance by each Loan Party of each Loan Document, the Strategic Alliance Agreement and the Stock Purchase Agreement to which such Person is party and the consummation of the Transaction (x) have been duly authorized by all necessary corporate, limited liability company or other organizational action and, if required, by all actions by shareholders, members or equity holders and (y) do not and will not (i) violate or conflict with the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien (other than Permitted Liens) under, any Contractual Obligation to which such Person is a party or any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject except, in the case of this clause (ii) , any such conflict, breach or contravention could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect or (iii) violate or conflict with any Law, except, in the case of this clause (iii) as it relates to the Tender Offer and the Stock Purchase, as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.