Each Seller is a limited liability company validly existing and in good standing under the laws of the State of Delaware and is registered to do business in Arizona, and Seller has all requisite limited liability company power and authority to enter into this Agreement and all documents now or hereafter to be executed and delivered by Seller pursuant to this Agreement and to perform its obligations under this Agreement and under such documents. Seller has obtained any consents necessary for it to enter into and perform its obligations under this Agreement.