The execution, delivery and performance of this Agreement and of all documents contemplated hereunder and the consummation of the transactions contemplated hereby by such Seller (i) is within such Seller’s corporate, partnership, limited liability company or other applicable powers and (ii) have been duly authorized by all necessary corporate, partnership, limited liability company or other applicable action. This Agreement has been duly executed and delivered by such Seller constitutes the legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except as enforcement may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance, fraudulent transfer or similar laws relating to or affecting creditors’ rights and remedies generally, and (ii) general principles of equity (regardless of whether considered in a proceeding in equity or at law).