The execution, delivery and performance by the Company of each of this Agreement and the Rights Agreements (a) has been duly authorized by all necessary corporate, partnership, limited liability company or other organizational action, and (b) do not and will not (i) contravene the terms of any of the Company’s or any of its Subsidiaries’ organization documents or (ii) conflict with or result in any breach or contravention of any contractual obligation to which the Company or any of its Subsidiaries is a party or any order, injunction, writ or decree of any governmental authority or any arbitral award to which the Company or any of its Subsidiaries or their property is subject or (iii) violate any law.