The execution, delivery and performance by Purchaser of this Agreement has been duly authorized by all necessary action. Purchaser has full power, authority, and legal capacity to execute and deliver this Agreement and to perform all of its respective obligations under the terms hereof. This Agreement constitutes a legally valid and binding obligation of Purchaser, enforceable against it according to its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the enforceability of contractual obligations and creditor’s rights generally and by the application of equitable principles by courts of competent jurisdiction, sitting at law or in equity.