Neither the execution and delivery by Seller of Seller Documents, nor the performance by Seller of any of its obligations under any of Seller Documents, nor the consummation by Seller of the transactions described in this Agreement will (a) violate any provision of Seller’s organizational or governing documents, (b) to Seller’s Knowledge, result in a violation or breach, or constitute a default under, any Material Contract, or (c)  result in the creation or imposition of any lien or encumbrance on the Property or any portion thereof.