This Agreement has been duly executed and delivered by Seller and constitutes, and the Ancillary Documents executed and delivered by Seller when executed and delivered will each constitute, a valid and legally binding obligation of Seller, enforceable against Seller in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws affecting creditors’ rights generally and except insofar as the availability of equitable remedies may be limited by applicable Law.