Buyer is a limited liability company formed, validly existing and in good standing under the laws of the State of Delaware. Subject to Buyer obtaining Buyer Board Approval pursuant to Section 7.1(h) above and Buyer Shareholder Approval pursuant to Section 7.1(i) above, Buyer has the legal right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, and, subject to Buyer obtaining Buyer Board Approval pursuant to Section 7.1(h) above and Buyer Shareholder Approval pursuant to Section 7.1(i) above, the execution, delivery and performance of this Agreement have been duly authorized and no other action by Buyer is requisite to the valid and binding execution, delivery and performance of this Agreement, except as otherwise expressly set forth herein. There is no agreement to which Buyer is a party or to Buyer’s knowledge binding on Buyer which is in conflict with this Agreement.