GMS hereby represents and warrants to the Stockholder as follows: (a) it has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder, (b) the execution, delivery and performance of this Agreement by GMS have been duly and validly authorized by all necessary corporate action on the part of GMS, and (c) this Agreement has been duly and validly executed and delivered by GMS and, assuming the due authorization, execution and delivery by the Stockholder, constitutes a legal, valid and binding obligation of GMS enforceable against GMS in accordance with its terms , subject to the effect of any applicable bankruptcy, insolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium or similar Laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity) .