Each of the Jaguar Parties represents to the Giants Parties that: (a) it and each of its Subsidiaries has all necessary organizational power and authority to execute and deliver this Agreement (or that the Jaguar Representative has all necessary corporate power and authority to execute and deliver this Agreement on its behalf ) and to perform its obligations hereunder; (b) the execution, delivery and performance of this Agreement and the actions contemplated hereby have been duly and validly authorized by all necessary corporate or other organizational formalities, and no other organizational action is necessary to authorize the execution and delivery by it or on its behalf or that of any of its Subsidiaries; (c) this Agreement has been duly executed and delivered by it and its Subsidiaries (as applicable) and, assuming due and valid authorization, execution and delivery hereof by each of the Giants Parties, is a valid and binding obligation of such Jaguar Party or each such Subsidiary, enforceable against such Jaguar Party or its Subsidiaries in accordance with its terms, except as the enforcement hereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law); (d) neither such Jaguar Party nor any of its Affiliates is party to any agreement, commitment or other arrangement or understanding that imposes any ongoing obligations that would prevent or restrict any Person from entering into or consummating any transaction with Giants or any Giants Subsidiary or any of their respective properties; and (e) the Jaguar Parties have delivered to the Giants Parties a true, correct and complete itemization, in reasonable detail, of all expenses of the Jaguar Parties being reimbursed hereunder pursuant to Section 2.3(a) .