(a) each Seller has full power and authority to execute and deliver this Agreement and all other documents to be executed and delivered by such Seller pursuant to this Agreement (the “ Sellers’ Documents ”), and to perform all obligations required of it under this Agreement and each of the Sellers’ Documents; (b) the execution and delivery by each Seller of this Agreement and, when executed and delivered, each of the Sellers’ Documents, and the performance by each Seller of its obligations under this Agreement and, when executed and delivered, each of the Sellers’ Documents, have been, or will have been, duly and validly authorized by all necessary action by such Seller; and (c) this Agreement and, when executed and delivered, the Sellers’ Documents constitute, or will constitute, legal, valid, and binding obligations of each Seller enforceable against such Seller in accordance with its and their terms.