The performance of this Agreement and of each of the Transaction Documents to which Purchaser or Purchaser’s Subsidiaries is a party, and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action on the part of Purchaser and its Subsidiaries (as applicable) and this Agreement and of each of the Transaction Documents to which Purchaser or any of Purchaser’s Subsidiaries is a party has been duly and validly authorized, executed and delivered on behalf of Purchaser or such Subsidiary (as applicable). At the Closing and at the Subsequent Subscription Date, this Agreement and each Transaction Document to which Purchaser is a party will be a legal, valid and binding obligation of Purchaser under Applicable Laws, including the laws of the International Jurisdiction, enforceable against Purchaser in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability and except as rights of indemnity or contribution may be limited by federal or state securities or other laws or the public policy underlying such laws. At the Closing and at the Subsequent Subscription Date, the Transaction Documents to which each Subsidiary of Purchaser is a party will be duly executed and delivered by each such Subsidiary, and shall constitute the legal, valid and binding obligations of each such Subsidiary, enforceable against each such Subsidiary in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law.