The Purchaser and the Parent Company haveall requisite power and authority to execute and deliver this Agreement and the Purchaser Ancillary Documents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Purchaser of this Agreement and the Purchaser Ancillary Documents, the performance by the Purchaser of its obligations hereunder and thereunder, and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action on the part of the Purchaser. This Agreement has been and, as of the Closing Date, each Purchaser Ancillary Document shall be, duly executed and delivered by the Purchaser and, assuming the due authorization, execution and delivery of this Agreement and the Seller Ancillary Documents by the Company and the Seller, as applicable, this Agreement does, and the Purchaser Ancillary Documents shall as of the Closing Date, constitute legally valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, except as such enforceability may be limited by the Enforceability Exceptions.