Each of Parent and Merger Sub has the requisite corporate power and authority to execute, deliver and enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery by each of Parent and Merger Sub of this Agreement, the consummation by each of Parent and Merger Sub of the transactions contemplated by this Agreement, and the performance by Parent and Merger Sub of its obligations hereunder, have been duly authorized by all necessary corporate action on the part of each of Parent and Merger Sub, and no other corporate action is or proceeding on the part of Parent or Merger Sub is necessary to authorize the execution and delivery of this Agreement or the other transactions contemplated by this Agreement. Each of Parent and Merger Sub has duly executed and delivered this Agreement, and this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application relating to creditors’ rights generally or by principles of equity.