All action on the part of the Seller, its officers, directors, and shareholders necessary for the authorization, execution and delivery of this Agreement, the performance of all obligations of the Seller hereunder, and the sale of the Transferred Units being sold hereunder has been taken, and this Agreement constitutes a valid and legally binding obligation of the Seller, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.