Each Company has full corporate power and authority to execute and deliver the Transaction Documents to which it is a party and to perform its obligations thereunder.  The execution, delivery and performance of the Transaction Documents by each Company ha s been approved by the ir respective board of directors.  This Agreement constitutes a valid and legally binding obligation of each Company, enforceable against each Company in accordance with the terms of this Agreement, and upon the execution and delivery by each Company of each Transaction Document (other than this Agreement), such Transaction Document will constitute a valid and legally binding obligation of each Company, enforceable against each Company in accordance with the terms of such Transaction Document.