Seller has all requisite power and authority to execute and deliver this APA, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution and delivery of this APA by Seller and the consummation by Seller of the transactions contemplated hereby have been duly authorized by all necessary action, and no other proceedings on the part of Seller are necessary to authorize this APA or to consummate the transactions contemplated hereby. This APA has been duly executed and delivered by Seller and, assuming the due authorization, execution, and delivery thereof by Purchaser, constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms, except that: (a) such enforcement may be subject to applicable bankruptcy, insolvency, or other similar laws, now or hereafter in effect, affecting creditors' rights generally; and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.