The Buyer has the right, requisite corporate power and authority, and has taken all actions
necessary, to execute, deliver and exercise its rights, and perform its obligations, under this
Agreement to be executed at or before Closing.

The execution and delivery of, and the performance by the Seller of its obligations under,
this Agreement and each document to be executed at or before Closing in connection with
this Agreement to which it is expressed to be a Party will not require Seller to obtain any
consent or approval of any governmental or other authority.