The Target has the requisite corporate power, authority and capacity to enter into this Agreement and all other agreements and instruments to be executed by the Target as contemplated by this Agreement and to perform its obligations hereunder and under such other agreements and instruments. The execution and delivery of this Agreement by the Target and the performance by the Target and of its obligations under this Agreement have been duly authorized by the Target Board and no other corporate proceedings on the part of the Target or any of the Target Subsidiaries is necessary to authorize the execution and delivery of this Agreement or the performance by the Target and its obligations under this Agreement or the Arrangement pursuant to the Plan of Arrangement. This Agreement has been duly executed and delivered by the Target and constitutes a legal, valid and binding obligation of the Target, enforceable against the Target in accordance with its terms, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors and that equitable remedies, including specific performance, are discretionary and may not be ordered.