Each Party hereby represents and warrants to each other Party that (1) such Party has the legal power and right to execute, deliver and perform its obligations under this Agreement, (2) the execution, delivery and performance of this Agreement by such Party have been duly and validly authorized by all requisite authorizing action, corporate, membership, partnership or otherwise, on the part of such Party, and (3) this Agreement and the transactions contemplated by this Agreement constitute legal, valid and binding obligations of such Party, enforceable against each such Party in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general principals of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).