All corporate actions on the part of Purchaser, its officers, directors and stockholders necessary for the authorization, execution and delivery of the Transaction Documents have been taken. Purchaser has the requisite corporate power to enter into the Transaction Documents and to carry out and perform its obligations thereunder. The Transaction Documents, when executed and delivered by Purchaser, shall be duly authorized, executed and delivered and, upon due execution and delivery by the Company. Each Transaction Document will be a valid and binding agreement of Purchaser, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally or by equitable principles.