The execution and delivery by each Seller of this Agreement and any other Transaction Document to which such Seller is a party, the performance by such Seller of its obligations hereunder and thereunder and the consummation by such Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate or organizational action on the part of such Seller . This Agreement and each other Transaction Document to which any Seller is or will be a party has been duly executed and delivered by such Seller , and (assuming due authorization, execution and delivery by Buyers (as applicable)) this Agreement and each of the Transaction Documents will constitute a legal and binding obligation of such Seller enforceable against such Seller in accordance with their respective terms, except insofar as enforceability may be limited by bankruptcy, insolvency, moratorium or other Laws which may affect creditors’ rights and remedies generally and by principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) .