The Seller has the requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by the Seller has been duly authorized by all necessary action on the part of the Seller. This Agreement, and each of the other agreements being delivered by the Seller in connection herewith, have been duly executed and delivered by the Seller and, assuming this Agreement constitutes the valid and binding obligation of the all Parties, constitutes the valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms.