Each respective party and its nominees, officers, directors and shareholders necessary for the authorization, execution, and delivery of this Agreement and the performance of all obligations of the respective party hereunder has been taken. Accordingly, each respective party has all requisite right, power, and authority to: (i) execute and deliver this Agreement and its related documents and perform its/their obligations hereunder and thereunder; and (ii) consummate the transactions contemplated in this Agreement. There are no agreements, contracts, or commitments to which each respective party is a party that would prohibit or restrict the transactions contemplated under this Agreement. No consent, approval, order or other authorization of any governmental or regulatory authority is required with respect to each respective party’s execution and delivery of this Agreement or any related document, or consummation of the transactions contemplated herein or therein. When executed and deliver, this Agreement constitutes the valid and binding obligations of each respective party enforceable in accordance with its terms.