Common use of Authority and Binding Obligation Clause in Contracts

Authority and Binding Obligation. (i) The Company has all corporate requisite power and authority to execute and deliver this Agreement and all other agreements contemplated hereby to which the Company is a party and to consummate the transactions contemplated hereby and thereby. No other actions or proceedings (corporate or otherwise) on the part of the Company are necessary to approve and authorize the execution and delivery of this Agreement and all other agreements contemplated hereby to which the Company is a party or the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding agreement of the Company, enforceable against each of them in accordance with its terms, except as enforceability hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws and Regulations affecting creditors’ rights generally and limitations on the availability of equitable remedies. (ii) Each Seller, individually and not severally, represents and warrants that such Seller has all corporate requisite power and authority to execute and deliver this Agreement and all other agreements contemplated hereby to which such Seller is a party and to consummate the transactions contemplated hereby and thereby. No other actions or proceedings (corporate or otherwise) on the part of such Seller are necessary to approve and authorize the execution and delivery of this Agreement and all other agreements contemplated hereby to which such Seller is a party or the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by such Seller and constitutes the valid and binding agreement of such Seller, enforceable against each of them in accordance with its terms, except as enforceability hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws and Regulations affecting creditors’ rights generally and limitations on the availability of equitable remedies.

Authority and Binding Obligation. (i) The Each of the Company and its Subsidiaries has all corporate requisite power and authority to execute and deliver this Agreement and all other agreements contemplated hereby to which each of the Company and its Subsidiaries is a party and to consummate the transactions contemplated hereby and thereby. No other actions or proceedings (corporate or otherwise) on the part of each of the Company and its Subsidiaries are necessary to approve and authorize the execution and delivery of this Agreement and all other agreements contemplated hereby to which each of the Company and its Subsidiaries is a party or the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by each of the Company and its Subsidiaries and constitutes the valid and binding agreement of each of the CompanyCompany and its Subsidiaries , enforceable against each of them in accordance with its terms, except as enforceability hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws and Regulations affecting creditors’ rights generally and limitations on the availability of equitable remedies. (ii) Each Seller, individually and not severally, represents and warrants that such Seller has all corporate requisite power and authority to execute and deliver this Agreement and all other agreements contemplated hereby to which such Seller is a party and to consummate the transactions contemplated hereby and thereby. No other actions or proceedings (corporate or otherwise) on the part of such Seller are necessary to approve and authorize the execution and delivery of this Agreement and all other agreements contemplated hereby to which such Seller is a party or the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by such Seller and constitutes the valid and binding agreement of such Seller, enforceable against each of them in accordance with its terms, except as enforceability hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws and Regulations affecting creditors’ rights generally and limitations on the availability of equitable remedies.

Authority and Binding Obligation. (ia) The Company execution and delivery by Acquirer of this Agreement and each of the Ancillary Documents to which Acquirer is a party and the performance of its obligations thereunder have been duly and validly authorized by all necessary corporate actions on the part of Acquirer, including approval of the board of directors and shareholders (to the extent necessary) of Acquirer, and no other corporate action on the part of Acquirer is necessary. Upon the execution and delivery by Acquirer of this Agreement and the Ancillary Documents to which it is a party and assuming due authorization, execution and delivery by the other parties thereto, this Agreement and such Ancillary Documents will constitute legal, valid and binding obligations of Acquirer, enforceable against Acquirer in accordance with their terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity. (b) Acquirer has all full corporate requisite capacity, power and authority to execute and deliver this Agreement and all other agreements contemplated hereby the Ancillary Documents to which the Company it is a party and to consummate the transactions contemplated hereby perform its obligations hereunder and thereby. No other actions or proceedings (corporate or otherwise) on the part of the Company are necessary to approve and authorize the execution and delivery of this Agreement and all other agreements contemplated hereby to which the Company is a party or the consummation of the transactions contemplated hereby and therebythereunder. This Agreement has been duly and validly executed and delivered by Acquirer and constitutes, and upon the Company execution and constitutes delivery by Acquirer of the Ancillary Documents to which it is a party and assuming due authorization, execution and delivery by the other parties thereto, such Ancillary Documents will constitute, the legal, valid and binding agreement obligations of the CompanyAcquirer, enforceable against each of them Acquirer in accordance with its their respective terms, except as enforceability hereof enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Laws and Regulations similar laws affecting creditors’ rights generally and limitations on the availability by general principles of equitable remediesequity. (ii) Each Seller, individually and not severally, represents and warrants that such Seller has all corporate requisite power and authority to execute and deliver this Agreement and all other agreements contemplated hereby to which such Seller is a party and to consummate the transactions contemplated hereby and thereby. No other actions or proceedings (corporate or otherwise) on the part of such Seller are necessary to approve and authorize the execution and delivery of this Agreement and all other agreements contemplated hereby to which such Seller is a party or the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by such Seller and constitutes the valid and binding agreement of such Seller, enforceable against each of them in accordance with its terms, except as enforceability hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws and Regulations affecting creditors’ rights generally and limitations on the availability of equitable remedies.

Authority and Binding Obligation. (ia) The execution and delivery by the Company of each of the Escrow Agreement and Investor Questionnaire and Representation Letter (collectively, the “Ancillary Documents”) to which the Company is a party and the performance of its obligations thereunder have been duly and validly authorized by all necessary corporate actions on the part of the Company, including approval of the board of directors and shareholder of the Company, and no other corporate action on the part of the Company is necessary. Upon the execution and delivery by the Company of the Ancillary Documents to which it is a party and assuming due authorization, execution and delivery by the other parties thereto, such Ancillary Documents will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, enforceable against Seller in accordance with their terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principals of equity. (b) Seller has all full corporate requisite capacity, power and authority to execute and deliver this Agreement and all other agreements contemplated hereby the Ancillary Documents to which the Company it is a party and to consummate the transactions contemplated hereby perform its obligations hereunder and thereby. No other actions or proceedings (corporate or otherwise) on the part of the Company are necessary to approve and authorize the execution and delivery of this Agreement and all other agreements contemplated hereby to which the Company is a party or the consummation of the transactions contemplated hereby and therebythereunder. This Agreement has been duly and validly executed and delivered by Seller and constitutes, and upon the Company execution and constitutes delivery by Seller of the Ancillary Documents to which it is a party and assuming due authorization, execution and delivery by the other parties thereto, such Ancillary Documents will constitute, legal, valid and binding agreement obligations of the CompanySeller, enforceable against each of them Seller in accordance with its their terms, except as enforceability hereof enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Laws and Regulations similar laws affecting creditors’ rights generally and limitations on the availability by general principals of equitable remediesequity. (ii) Each Seller, individually and not severally, represents and warrants that such Seller has all corporate requisite power and authority to execute and deliver this Agreement and all other agreements contemplated hereby to which such Seller is a party and to consummate the transactions contemplated hereby and thereby. No other actions or proceedings (corporate or otherwise) on the part of such Seller are necessary to approve and authorize the execution and delivery of this Agreement and all other agreements contemplated hereby to which such Seller is a party or the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by such Seller and constitutes the valid and binding agreement of such Seller, enforceable against each of them in accordance with its terms, except as enforceability hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws and Regulations affecting creditors’ rights generally and limitations on the availability of equitable remedies.

Authority and Binding Obligation. (ia) The Company Seller has all corporate requisite power and authority to execute and deliver this Agreement and all other agreements contemplated hereby documents to which be executed and delivered by Seller pursuant to this Agreement (collectively, the Company is a party “Seller’s Documents”), and to perform its obligations under this Agreement and the Seller’s Documents and to consummate the transactions contemplated hereby under this Agreement and therebythe Seller’s Documents. The execution, delivery and performance of this Agreement and each of the Seller’s Documents by Seller and the consummation by Seller of the transactions contemplated under this Agreement or the Seller’s Documents have been duly authorized by Seller. No other actions or proceedings (corporate or otherwise) on the part of the Company Seller are necessary to approve authorize this Agreement and authorize the other Seller’s Documents to which Seller is a party, to perform Seller’s obligations under this Agreement and the Seller’s Documents or for it to consummate the transactions contemplated under this Agreement and the Seller’s Documents. This Agreement and each of the other Seller’s Documents to which Seller is or will be a party has been, or upon execution and delivery of this Agreement thereof will be, duly and all other agreements contemplated hereby to which the Company is a party or the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly validly executed and delivered by Seller and, assuming that this Agreement and the Company and constitutes other Seller’s Documents to which Seller is a party constitute the valid and binding agreement of the Companyother parties hereto and thereto, constitute, or upon execution and delivery will constitute, the valid and binding agreement of Seller, enforceable against each of them Seller in accordance with its termstheir respective terms and conditions, except as enforceability that enforcement hereof and thereof may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance or other Laws and Regulations affecting similar laws now or hereafter in effect relating to creditors’ rights generally and limitations on the availability (ii) general principles of equitable remediesequity (regardless of whether enforceability is considered in a proceeding at law or in equity). (iib) Each Seller, individually and not severally, represents and warrants that such Seller Operating Tenant has all corporate requisite the power and authority to execute and deliver this the Leases, the Pooling Agreement and all other agreements contemplated hereby documents to which such Seller is a party be executed and delivered by Operating Tenant pursuant to this Agreement (the “Operating Tenant’s Documents”) and to perform its obligations thereunder and to consummate the transactions contemplated hereby therein. The execution, delivery and therebyperformance of the Leases, Pooling Agreement and Operating Tenant’s Documents by Operating Tenant and the consummation by Operating Tenant of the transactions contemplated therein have been duly authorized by Operating Tenant. No other actions or proceedings (corporate or otherwise) on the part of such Seller Operating Tenant are necessary to approve and authorize the Leases, the Pooling Agreement and the Operating Tenant’s Documents or to perform Operating Tenant’s obligations thereunder or for it to consummate the transactions contemplated therein. The Leases, Pooling Agreement and Operating Tenant’s Documents have been, or upon execution and delivery of this Agreement thereof will be, duly and all other agreements contemplated hereby to which such Seller is a party or the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly validly executed and delivered by such Seller Operating Tenant and, assuming that the Leases, Pooling Agreement and constitutes Operating Tenant’s Documents to which Operating Tenant is a party constitute the valid and binding agreement of such Sellerthe other parties thereto, constitute, or upon execution and delivery will constitute, the valid and binding agreement of Operating Tenant, enforceable against each of them Operating Tenant in accordance with its termstheir respective terms and conditions, except as enforceability hereof that enforcement thereof may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance or other Laws and Regulations affecting similar laws now or hereafter in effect relating to creditors’ rights generally and limitations on (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity); it being expressly understood and agreed that the availability representation and warranty set forth in this Section 5.1.2(b) is made with the understanding and assumption that the Operating Tenant shall be PARC 7-F. In the event that the Operating Tenant shall be an Affiliate(s) of equitable remediesPARC 7-F, as permitted under this Agreement, a condition to the same shall be that such Affiliate(s) provide Purchaser with a certificate upon which Purchaser may rely confirming the representations and warranties in this Section 5.1.2(b) are true and correct as to such Affiliate(s).

Authority and Binding Obligation. (i) The Company Purchaser has all corporate requisite power and authority to execute and deliver this Agreement and all other agreements contemplated hereby documents to which be executed and delivered by Purchaser pursuant to this Agreement (collectively, the Company is a party “Purchaser’s Documents”), and to perform its obligations under this Agreement and the Purchaser’s Documents and to consummate the transactions contemplated hereby by this Agreement and therebythe Purchaser’s Documents. The execution, delivery and performance of this Agreement and each of the Purchaser’s Documents by Purchaser and the consummation by Purchaser of the transactions contemplated herein or therein have been duly authorized by Purchaser. No other actions or proceedings (corporate or otherwise) on the part of the Company Purchaser are necessary to approve authorize this Agreement and authorize the other Purchaser’s Documents to which Purchaser is a party, to perform Purchaser’s obligations under this Agreement and the Purchaser’s Documents or for it to consummate the transactions contemplated herein and therein. This Agreement and each of the other Purchaser’s Documents to which Purchaser is or will be a party have been, or upon execution and delivery of this Agreement thereof will be, duly and all other agreements contemplated hereby to which the Company is a party or the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly validly executed and delivered by Purchaser and, assuming that this Agreement and the Company and constitutes other Purchaser’s Documents to which Purchaser is a party constitute the valid and binding agreement of the Companyother parties hereto and thereto, constitute, or upon execution and delivery will constitute, the valid and binding agreement of Purchaser, enforceable against each of them Purchaser in accordance with its termstheir respective terms and conditions, except as enforceability that enforcement hereof and thereof may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance or other Laws and Regulations affecting similar laws now or hereafter in effect relating to creditors’ rights generally and limitations on the availability of equitable remedies. (ii) Each Seller, individually and not severally, represents and warrants that such Seller has all corporate requisite power and authority to execute and deliver this Agreement and all other agreements contemplated hereby to which such Seller general principles of equity (regardless of whether enforceability is considered in a party and to consummate the transactions contemplated hereby and thereby. No other actions proceeding at law or proceedings (corporate or otherwise) on the part of such Seller are necessary to approve and authorize the execution and delivery of this Agreement and all other agreements contemplated hereby to which such Seller is a party or the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by such Seller and constitutes the valid and binding agreement of such Seller, enforceable against each of them in accordance with its terms, except as enforceability hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws and Regulations affecting creditors’ rights generally and limitations on the availability of equitable remediesequity).

Authority and Binding Obligation. The Vendor (iand, with respect to any Trust Vendors, together with the Trustees, to the extent applicable) The Company has all corporate requisite good right, full power and absolute authority to execute own the Purchased Shares owned by it and deliver to enter into this Agreement and all other agreements any document or certificate given in order to carry out the transactions contemplated hereby to which it is a party, and to sell, assign and transfer the Company Vendor’s Shares to the Purchaser in the manner contemplated herein and to perform all of the Vendor’s obligations under this Agreement and any document or certificate given in order to carry out the transactions contemplated hereby to which it is a party. If the Vendor is a corporation, it and its shareholders and board of directors have taken all necessary or desirable actions, steps and corporate and other proceedings to approve or authorize, validly and effectively, the entering into, and the execution, delivery and performance of, this Agreement and any document or certificate given in order to carry out the transactions contemplated hereby to which it is a party and the sale, assignment and transfer of the Vendor’s Shares by the Vendor to consummate the Purchaser. If the Vendor is a limited partnership, it and its general partner(s) and, if required by the applicable limited partnership agreement governing such Vendor, its limited partners, have taken all necessary or desirable actions, steps and corporate and other proceedings to approve or authorize, validly and effectively, the entering into, and the execution, delivery and performance of, this Agreement and any document or certificate given in order to carry out the transactions contemplated hereby to which it is a party and thereby. No other actions or proceedings (corporate or otherwise) on the part sale, assignment and transfer of the Company are Vendor’s Shares by the Vendor to the Purchaser. With respect to the Trust, the Trustees in accordance with the Voting Trust Agreement and otherwise as required by Applicable Law have taken all necessary or desirable actions, steps and proceedings to approve or authorize, validly and authorize effectively, the execution entering into, and the execution, delivery of and performance of, this Agreement and all other agreements any document or certificate given in order to carry out the transactions contemplated hereby to which the Company it is a party and the sale, assignment and transfer of the Vendor’s Shares by each of the Trust Vendors (together with the Trustees) to the Purchaser. This Agreement has been, and each document or the consummation of certificate given in order to carry out the transactions contemplated hereby and thereby. This Agreement has been to which it is a party will be, duly executed and delivered by the Company it and constitutes the is (and will on Closing be) a legal, valid and binding agreement obligation of the CompanyVendor (and with respect to any Trust Vendors, together with the Trustees) enforceable against each of them the Vendor (and with respect to any Trust Vendors, together with the Trustees) in accordance with its terms, except as enforceability hereof may be limited by terms subject to: (i) bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization and other Applicable Law relating to or other Laws and Regulations affecting the enforcement of creditors’ ' rights generally and limitations on the availability of equitable remedies.generally; (ii) Each Sellerthe fact that equitable remedies, individually including the remedies of specific performance and not severallyinjunction, represents may only be granted in the discretion of a court; (iii) the statutory and warrants that such Seller has all corporate requisite power and authority inherent powers of a court to execute and deliver this Agreement and all other agreements contemplated hereby grant relief from forfeiture, to which such Seller is a party stay execution of proceedings before it and to consummate the transactions contemplated hereby and thereby. No other actions or proceedings stay executions on judgments; and (corporate or otherwiseiv) on the part Applicable Law regarding limitations of such Seller are necessary to approve and authorize the execution and delivery of this Agreement and all other agreements contemplated hereby to which such Seller is a party or the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by such Seller and constitutes the valid and binding agreement of such Seller, enforceable against each of them in accordance with its terms, except as enforceability hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws and Regulations affecting creditors’ rights generally and limitations on the availability of equitable remediesactions.

Authority and Binding Obligation. (i) The Company has all corporate requisite power and authority to execute and deliver this Agreement and all other agreements contemplated hereby to which the Company is a party and to consummate the transactions contemplated hereby and thereby. No other actions or proceedings (corporate or otherwise) on the part of the Company are necessary to approve and authorize the execution and delivery of this Agreement and all other agreements contemplated hereby to which the Company is a party or the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding agreement of the Company, enforceable against each of them in accordance with its terms, except as enforceability hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws and Regulations affecting creditors’ rights generally and limitations on the availability of equitable remedies. (ii) Each Seller, individually and not severally, represents and warrants that such Seller has all corporate requisite power and authority to execute and deliver this Agreement and all other agreements contemplated hereby to which such Seller is a party and to consummate the transactions contemplated hereby and thereby. No other actions or proceedings (corporate or otherwise) on the part of such Seller are is necessary to approve and authorize the execution and delivery of this Agreement and all other agreements contemplated hereby to which such Seller is a party or the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by such Seller and constitutes the valid and binding agreement of such Seller, enforceable against each of them in accordance with its terms, except as enforceability hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws and Regulations affecting creditors’ rights generally and limitations on the availability of equitable remedies.

Authority and Binding Obligation. (i) The Company Except for the Stockholder Consent, Seller has all corporate requisite the full legal right, limited liability company power and authority to execute and deliver this Agreement and all other agreements contemplated hereby each agreement, certificate, document and instrument to which be executed and delivered by Seller pursuant to this Agreement (collectively, the Company is a party “Seller Documents”), and to consummate the transactions contemplated hereby and therebythereby and to perform each of its obligations hereunder and thereunder. No Except for the Stockholder Consent, the execution, delivery and performance by Seller of this Agreement and the other Seller Documents have been duly authorized by all necessary corporate or limited liability company action of Seller and its Affiliates. The Seller Guarantor Board, at a meeting duly called and held, has unanimously adopted resolutions (i) determining that this Agreement and the transactions contemplated hereby are advisable and fair to, and in the best interests of, Seller Guarantor and its stockholders, (ii) approving this Agreement and the transactions contemplated hereby, (iii) directing that this Agreement be submitted to the stockholders of Seller Guarantor for their adoption and (iv) recommending that the stockholders of Seller Guarantor adopt this Agreement (collectively, the “Seller Guarantor Board Recommendation”). Except for the Stockholder Consent, no other actions or proceedings (corporate or otherwise) on the part of the Company Seller or any of its Affiliates are necessary to approve and authorize adopt the execution and delivery of this Agreement and all other agreements contemplated hereby Seller Documents or to which the Company is a party or approve the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly executed Assuming due authorization, execution and delivered delivery by the Company and constitutes the valid and binding agreement of the CompanyXxxxx, enforceable against each of them in accordance with its terms, except as enforceability hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws and Regulations affecting creditors’ rights generally and limitations on the availability of equitable remedies. (ii) Each Seller, individually and not severally, represents and warrants that such Seller has all corporate requisite power and authority to execute and deliver this Agreement and all the other agreements contemplated hereby Seller Documents to which such Seller is a party constitute the valid and legally binding obligations of Seller, enforceable in accordance with their terms. The only vote of holders of any class or series of capital stock of Seller Guarantor or of Seller necessary to approve this Agreement and to consummate the transactions contemplated hereby and therebyis the vote or written consent of the holders of a majority of the outstanding common stock, par value $0.01 per share, of Seller Guarantor (the “Required Stockholder Approval”). No other actions or proceedings (corporate or otherwise) on the part of such Seller are necessary to approve and authorize the The execution and delivery by Sun Capital (as defined below) of this Agreement and all other agreements contemplated hereby to which such Seller is a party or written consent substantially in the consummation of form attached hereto as Exhibit I (the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by such Seller and constitutes “Stockholder Consent”) shall satisfy the valid and binding agreement of such Seller, enforceable against each of them in accordance with its terms, except as enforceability hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws and Regulations affecting creditors’ rights generally and limitations on the availability of equitable remediesRequired Stockholder Approval.

Authority and Binding Obligation. (i) The Company has all corporate requisite power and authority to execute and deliver this Agreement and all other agreements contemplated hereby to which the Company is a party and to consummate the transactions contemplated hereby and thereby. No other actions or proceedings (corporate or otherwise) on the part of each of the Company are necessary to approve and authorize the execution and delivery of this Agreement and all other agreements contemplated hereby to which the Company is a party or the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding agreement of the Company, enforceable against each of them in accordance with its terms, except as enforceability hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws and Regulations affecting creditors’ rights generally and limitations on the availability of equitable remedies. (ii) Each Seller, individually and not severally, represents and warrants that such Seller has all corporate requisite power and authority to execute and deliver this Agreement and all other agreements contemplated hereby to which such Seller is a party and to consummate the transactions contemplated hereby and thereby. No other actions or proceedings (corporate or otherwise) on the part of such Seller are necessary to approve and authorize the execution and delivery of this Agreement and all other agreements contemplated hereby to which such Seller is a party or the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by such Seller and constitutes the valid and binding agreement of such Seller, enforceable against each of them in accordance with its terms, except as enforceability hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws and Regulations affecting creditors’ rights generally and limitations on the availability of equitable remedies.