Each Seller and each of the Company Entities has all necessary power, authority and legal capacity to execute and deliver this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement to be executed by such Seller, as applicable, in connection with the consummation of the transactions contemplated by this Agreement (collectively, the “ Seller Documents ”), and to perform its obligations hereunder to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each of the Seller Documents, the performance by each of the Company Entities and each Seller of its obligations hereunder and thereunder, and the consummation by each of the Company Entities and each Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of each Seller and each of the Company Entities. This Agreement and each of the Seller Documents have been duly and validly executed and delivered by each of the Company Entities and each Seller and (assuming the valid execution and delivery by each other party thereto) constitute legal, valid and binding obligations of each of the Company Entities and each Seller, each enforceable against each of the Company Entities and each Seller in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.