Purchaser is a limited liability company, duly organized, validly existing and in good standing under the laws of Delaware. This Agreement and all documents executed by Purchaser which are to be delivered to Seller at Closing (the " Purchaser Closing Documents " ) have been or will be on the Closing Date duly authorized, executed and delivered by Purchaser, are the legal, valid and binding obligation of Purchaser enforceable against Purchaser in accordance with their respective terms, and do not violate any provision of any agreement or judicial order to which Purchaser is a party or to which Purchaser is subject. All documents to be executed by Purchaser which are to be delivered at Closing will, at the time of Closing, be duly authorized, executed and delivered by Purchaser, be legal, valid and binding obligations of Purchaser, and will not violate any provision of any agreement or judicial order to which Purchaser is a party or to which Purchaser is subject. Neither the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated hereby is prohibited by, or requires Purchaser to obtain any consent, authorization, approval or registration from any other person or entity or under any law, statute, rule, regulation, judgment, order, writ, injunction or decree which is binding upon Purchaser.