The Purchaser has the requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and any Ancillary Agreement to which it is a party by the Purchaser and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized and approved by all necessary board and stockholder action on the part of the Purchaser and to the extent required, any Affiliate of the Purchaser. This Agreement has been duly executed and delivered by the Purchaser and, assuming that this Agreement constitutes the valid and binding obligations of the other parties thereto, constitutes the valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as such enforcement may be limited by the Enforceability Exceptions. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement will not, (a) conflict with any of the provisions of the certificate of incorporation, bylaws or any other organizational document of the Purchaser, as amended, (b) require any consent, approval or authorization of, declaration or filing with, notice to, or action by, any Person under, conflict with, result in a breach of or default under (with or without due notice or lapse of time or both) or cause or permit termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit under, any written Contract or plans to which the Purchaser is a party or by which the Purchaser or any of its assets is bound or subject or (c) contravene any domestic or foreign Law or any order, writ, judgment, injunction, decree, determination or award currently in effect, which, in the case of clauses (b)  and (c)  above, would have, individually or in the aggregate, a Purchaser Material Adverse Effect.