The Seller hereby makes the following representations and warranties to and covenants with the Company, which shall be true and correct as of the date:
2.1. Organization and Authority. The Seller is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder. The execution, delivery and performance by the Seller of the transactions contemplated by this Agreement has been duly authorized by all necessary corporate or, if the Seller is not a corporation, such partnership, limited liability company or other applicable like action, on the part of the Seller. This Agreement has been duly executed by the Seller, and when delivered by the Seller in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Seller, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors rights and remedies or by other equitable principles of general application.