Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of the state of Delaware. The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the state of New York. Buyer and the Company have full limited liability company power and authority to enter into this Agreement and the documents to be delivered hereunder, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Buyer and the Company of this Agreement and the documents to be delivered hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Buyer and the Company. This Agreement and the documents to be delivered hereunder have been duly executed and delivered by Buyer and the Company, and (assuming due authorization, execution and delivery by Seller) this Agreement and the documents to be delivered hereunder constitute legal, valid and binding obligations of Buyer and the Company enforceable against Buyer and the Company in accordance with their respective terms.