The execution, delivery and performance by Seller of this Agreement and the transactions contemplated hereby and thereby (a) have been duly authorized by all necessary officers or managers of Seller, (b) do not contravene the terms of Seller’s organizational documents, or any amendment thereof, (c) do not materially violate, conflict with or result in any material breach or contravention of, or the creation of any Lien under, any contractual obligation of Seller or any Requirement of Law applicable to Seller, and (d) to the knowledge of Seller, do not materially violate any Orders of any Governmental Authority against, or binding upon, Seller.