Buyer is a corporation duly organized and formed and existing and in good standing under the laws of the State of California. Buyer has the power to enter into and perform its obligations pursuant to this Agreement. Buyer’s execution, delivery and performance of this Agreement and all other agreements and instruments executed or to be executed by Buyer in connection with or pursuant to this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all requisite action on the part of Buyer. This Agreement and all other agreements and instruments executed or to be executed by Buyer in connection with or pursuant to this Agreement and the consummation of the transactions contemplated by this Agreement constitute or will, when executed and delivered, constitute the legal, valid and binding obligations of Buyer and are enforceable against Buyer in accordance with their respective terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization or similar laws affecting creditors’ rights and to equitable principles.