All corporate actions required to be taken by the Buyer in order to authorize the Buyer to enter into this Agreement have been taken, and all corporate actions required to authorize the Buyer to purchase the Purchased Shares at the Closing have been taken or will be taken prior to the Closing. All corporate action on the part of the officers of the Buyer necessary for the execution and delivery of this Agreement, the performance of all obligations of the Buyer under this Agreement to be performed as of the Closing has been taken or will be taken prior to the Closing. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms except as limited by the Bankruptcy and Equity Exception.