definiens: , unless otherwise specifically defined, shall include any specified item, event or matter which, in the aggregate, results in, or may have as a result, an impact which exceeds or may exceed $ 25,000 ( a ) . Seller has furnished to Buyer complete and accurate copies of its Certificate of Formation and Operating Agreement, each as amended to date and in effect ( the ) . Seller has at all times complied with all provisions of the Seller Governing Documents and is not in default under, or in violation of, any such provision . 4.2 Authorization ; Enforceability . The execution, delivery and performance by Seller of this Agreement and the other Seller Transaction Documents, and the consummation by Seller of the transactions contemplated hereby and thereby, have been duly authorized by all necessary company actions . This Agreement and the other Seller Transaction Documents have been duly and validly executed and delivered by Seller and constitute valid and binding obligations of Seller, enforceable in accordance with their respective terms . 4.3 No Conflict . The execution and delivery of this Agreement and the other Seller Transaction Documents, the consummation of the transactions contemplated hereby and thereby and the compliance with their respective provisions by Seller will not ( i ) conflict with or violate any provision of the Seller Governing Documents, ( ii ) conflict with, result in a breach of, constitute ( with or without due 8 7772925exhibit21purchaseagrmtfo https://www.sec.gov/Archives/edgar/data/1038133/00010381331800007 ..