The Licensor has sufficient corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which each is (or will be) a party, and to perform its obligations hereunder and thereunder. The execution, delivery and performance by the Licensor of this Agreement and each of the Ancillary Agreements to which each is (or will be) a party has been duly and validly authorized by the Licensor and no additional limited liability company or corporate (as applicable) authorization or consent by the Licensor is required in connection therewith.