Seller is duly organized, validly existing and in good standing under the laws of the State of its formation and is qualified to do business in the State in which the Land is located. Seller has the right, power and authority to (i) execute, deliver and perform this Agreement and all agreements and documents contemplated hereby and (ii) to convey the Property in accordance with the terms and conditions of this Agreement. This Agreement and all documents to be executed by Seller and delivered to Purchaser hereunder constitutes the legal, valid and binding obligation of Seller enforceable in accordance with its terms and do not or will not contravene any provision of Seller’s organizational documents or any existing laws and regulations applicable to Seller or the Property and do not and will not conflict with or result in a violation of any agreements, instrument, order, writ, judgment or decree to which Seller is a party or is subject or which governs or impacts the Property. To Seller’s knowledge, no order, permission, consent, approval, license, authorization, registration or validation of, or filing with, or exemption by, any governmental agency, commission, board or public authority is required to authorize, or is required in connection with, the execution, delivery and performance of this Agreement by Seller. The individual(s) executing this Agreement on behalf of Seller is/are duly authorized to execute, deliver and perform this Agreement on behalf of Seller and to bind Seller.