The Buyer has the requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by the Buyer has been duly authorized by all necessary action on the part of the Buyer. This Agreement, and each of the other agreements being delivered by the Buyer in connection herewith, has been duly executed and delivered by the Buyer and, assuming this Agreement constitutes the valid and binding obligation of the other Parties, constitutes the valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms.