The Company and the Seller are fully able, authorized and empowered to execute and deliver this Agreement, the Debt Assumption Agreement and any other agreement or instrument contemplated by this Agreement and the Debt Assumption Agreement and to perform their respective covenants and agreements hereunder and thereunder. This Agreement and the Debt Assumption Agreement and any such other agreement or instrument, upon execution and delivery by the Seller and the Company (and assuming due execution and delivery hereof and thereof by the other Parties hereto and thereto), will constitute a valid and legally binding obligation of the Seller and the Company, in each case enforceable against each of them in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws from time to time in effect which affect creditors' rights generally and by legal and equitable limitations on the availability of specific performance and other equitable remedies against the Company and the Seller under or by virtue of this Agreement or such other agreement or instrument.