This Agreement and each of the agreements executed in connection with this Agreement to which Parent or Company is a party has been duly executed and delivered by Parent or Company, as applicable. This Agreement and each of the agreements executed in connection with this Agreement to which Parent or Company is a party constitutes the valid and binding obligation of Parent or Company, as applicable, enforceable against Parent or Company, as applicable, in accordance with its terms, except to the extent that enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other similar Laws relating to or affecting the rights and remedies of creditors generally and (b) general principles of equity.