Neither the execution and delivery of this Agreement nor the performance of the Transactions will, directly or indirectly, with or without notice or lapse of time: (a) violate any Law to which GPD, 851 or any of the MVP Shares , CSA Shares and ATM Shares are subject; (b)  if applicable, violate any Organizational Document of GPD or 851 ; (c) violate, conflict with, result in a breach of, constitute a default under, result in the acceleration of or give any Person the right to accelerate the maturity or performance of, or to cancel, terminate, modify or exercise any remedy under, any Contract to which GPD or 851 is a party or by which GPD or 851 is bound or to which any of the MVP Shares , CSA Shares and ATM Shares are subject or the performance of which is guaranteed by GPD or 851 ; or (d) result in the imposition of any Encumbrance on any of the MVP Shares , CSA Shares or ATM Shares .  GPD and 851 are not required to notify, make any filing with, or obtain any Consent of, any Person in order to perform the Transactions.