Ricketts has all requisite authority and power, authorizations, consents and approvals to enter into and deliver this Agreement and any other certificate, agreement, document or instrument to be executed and delivered by Ricketts in connection with the transactions contemplated hereby and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Ricketts and the performance by such Ricketts of its obligations hereunder and the consummation by Ricketts of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Ricketts. Ricketts does not need to give any notice to, make any filing with, or obtain any authorization, consent or approval of any person or governmental authority in order for the Parties to execute, deliver or perform this Agreement or the transactions contemplated hereby.