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SECTION 4: REPRESENTATIONS AND WARRANTIES OF SE Subject to any provisions of this Agreement Smiting, qualifying or excluding any of the representations or warranties made herein, and to the disclosures set forth in Falcon's Disclosure Schedules, as such Schedules are referenced herein, each Seller severally represents and warrants to Buyer (with respect to such Seller and not with respect to my other Seller, and only FHGLP makes the representations and warranties in Sections 4.4(b) and 4.7) as set forth in this Section 4. 4.1 Oaanization. Such Seller is a corporation, partnership or limited liability company (as the case maybe) dulyorgamzcx, validly existing and in good standing under the laws ofthe state ofits organization or formation. 4.2 A.thQriwtiQn and Bindine Obligatim. Such Seller has the requisite partnership, limited liability company or corporate (as the case may be) power and authority to execute, deliver and perform this Agreement and the other Transaction Documents to which it is a party according to their respective terms. The execution, delivery, and performance by such Seller of this Agreement and the other Transaction Documents to which such Seller is a party have been duly authorized by all necessary action on the pm of such Seller. This Agreement and the other Transaction Documents to which such Seller is a party have been duly executed and delivered by such Seller (or, in the case ofTimeacdon Documents to be executed and delivered at Closing, when executed and delivered will be duly executed and delivered) and constitute (or, in the case of Transaction Documents to be executed and delivered at Closing, when executed and delivered will constitute) the legal, valid, and binding obligation ofsuch Seller enforceable against such Seller in accordance with their terms, except as the enforceability of this Agreement and such other Transaction Documents may be limited by Enforceability Exceptions. 4.3 Absence of Conflici nt✓Aueements• Consents. Except for the expiration or termination ofmy applicable waiting period under the HSR Act, or as set forth in Schedule 4.3 or as would not impairthe ability of such Seller to perform its obligations under this Agreement and the Transaction Documents to which it is a party, the execution, delivery and performance by Seller of this Agreement and the other Transaction Documents to which it is a party (with or without the giving ofnotiee, the lapse oftime, or both): (a) do not require my consent of, decimation to, notice to, or filing with my Governmental Authority or my other person under my material agreement or instrument to which such Seller is bound; (b) will not conflict with my prevision of the Organizational Documents ofsuch Seller as currently in effect; (c) assuming receipt of all Consents, will not conflict in my material way with, result in my material breach of, or constitute a default in my material respect under my Legal Requirement to which such Seller is bound; (d) assorting receipt of all Consents, will not conflict with, constitute grounds for termination of, result in a breach of, constitute a default under, or accelerate or permit the acceleration of my performance required by the terms of my material agreement or instrument to which such Seller is bound; and (e) assuming receipt of all Consents, will not result in the creation ofmy, Encumbrance, but subject to the Legal Restrictions, upon the Pachased Interests held by such Seller. Notwithstanding the foregoing no Seller makes any representation or warranty regarding my of the foregoing that may result from the specific legal or regulatory status of Buyer or is Affiliates or as a result of my other umnn mcurtou 36