Common use of Binding Obligation; Enforceability Clause in Contracts

Binding Obligation; Enforceability. This Agreement and the transactions contemplated hereby have been duly authorized by, an executed on behalf of the Representative and constitute the valid and binding obligations of the Representative, enforceable in accordance with its terms, except (i) such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, marshaling and/or similar laws, now or hereafter in effect affecting creditors rights and remedies and (including such as made deny giving effect to waivers of debtors' rights, (ii) as enforceability of any indemnification provision may be limited under Federal and State laws, (iii) that the remedy of specific performance and injunction and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the courts before which any proceeding therefor may be brought (regardless of whether such enforceability is considered a proceeding in equity or in law).