This Agreement has been, and each of the Rights Agreements, when delivered hereunder, will have been, duly executed and delivered by the Company. This Agreement constitutes, and each of the Rights Agreements when so delivered will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, examinership, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally.