Authority, Power and Binding Effect. The execution and delivery of, and the performance of all obligations under, this Agreement and all other agreements, documents and instruments contemplated in connection with this Agreement to be executed and delivered by Buyer and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Buyer. Buyer has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and all other agreements, documents and instruments contemplated in connection with this Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby. Buyer has duly executed and delivered this Agreement. This Agreement will be, and the other agreements, documents and instruments executed in connection herewith when executed and delivered will be, the legal, valid and binding obligations of Buyer, enforceable in accordance with their respective terms.
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