The execution, delivery, and performance by the Seller of this Agreement and each other agreement, document, instrument, certificate or obligation contemplated by this Agreement or in connection with the consummation of the transactions contemplated hereby, including the Ancillary Documents, (a) are within the Seller’s corporate powers and (b) have been duly authorized by all necessary corporate action on the part of the Seller and does not (or would not with the giving of notice, the passage of time or the happening of any other event or circumstance) result in a breach or a violation of, or conflict with, any of the Seller’s Organizational Documents or the Organizational Documents of the Company.