The execution and delivery by Buyer of this Agreement and the execution and delivery of any other Transaction Documents to which Buyer or any of its Affiliates is or will be a party, and the consummation by Buyer or any such Affiliate of Buyer of the transactions contemplated hereby and thereby have been duly authorized and approved by all necessary corporate and other action on the part of Buyer and such Affiliate of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes the valid and legally binding obligation of Buyer, enforceable against it in accordance with its terms, except as such enforceability may be (a) limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and (b) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law). At the Closing, each other Transaction Document to which Buyer or any of its Affiliates is a party shall be a valid and legally binding obligation of Buyer or such Affiliate, in each case enforceable against Buyer or such Affiliates of Buyer in accordance with its terms, except as such enforceability may be (i) limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law).