The execution, delivery and performance of the Acquisition Documents by Sellers and RedEarth have been duly authorized by all necessary corporate or other entity action. The Acquisition Documents to be executed and delivered by the Sellers and RedEarth have been or will be at Closing, as the case may be, duly executed and delivered by the Sellers and RedEarth, and constitute or will constitute at Closing the legal, valid and binding obligations of the Sellers and RedEarth, enforceable in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, or other laws affecting creditors’ rights generally, or as may be modified by a court of equity.