Each of the Giants Parties represents and warrants to the Jaguar Parties that: (a) it has all necessary corporate or limited partnership power and authority, as applicable, to execute and deliver this Agreement 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 and limited partnership action, and no other corporate or limited partnership proceedings on the part of the Giants Parties, as applicable, are necessary to authorize the execution and delivery by the Giants Party of this Agreement, including approval of the Giants Board; and (c) this Agreement has been duly executed and delivered by each Giants Party and, assuming due and valid authorization, execution and delivery hereof by each of the Jaguar Parties, is a valid and binding obligation of such Giants Party, enforceable against such Giants Party 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).