Buyer has adequate power, authority and legal right to enter into, execute, deliver and perform this Agreement and the Assignment and each other agreement, instrument, or document executed or to be executed by Buyer in connection with the transactions contemplated hereunder and to consummate such transactions and Buyer has taken all necessary action to authorize the execution, delivery and performance of this Agreement and the Assignment. This Agreement and the Assignment are legal, valid and binding with respect to Buyer and enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally.