Seller and each Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation.  Seller has all necessary right, power and authority to make, execute and deliver this Agreement and to enter into and perform all of the obligations to be entered into and performed by Seller hereunder.  The making, execution, delivery and performance by Seller of this Agreement and the consummation by Seller of the Transactions have been duly and validly authorized by all necessary action on the part of Seller.  This Agreement has been duly and validly executed and delivered by Seller, and this Agreement will, assuming the due authorization, execution and delivery by Buyer, constitute the valid, legal and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, or other similar Law, now or hereafter in effect, relating to or affecting the rights of creditors generally and the availability of specific remedies may be limited by legal and equitable principles of general applicability.