This Agreement has been duly executed and delivered by the Seller and, assuming that this Agreement is a valid and binding obligation of the Buyer, constitutes a valid and legally binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws affecting creditors’ rights generally and except insofar as the availability of equitable remedies may be limited by applicable Law.