Representations and Warranties of Company Y. Company Y represents and warrants to each Company T Shareholder that Company Y has all corporate power and authority to execute, deliver and perform this Agreement. The execution and delivery by Company Y of this Agreement, the performance by Company Y of its obligations hereunder and the consummation by Company Y of the transactions contemplated by this Agreement have been duly and validly authorized by Company Y and no other actions or proceedings on the part of Company Y are necessary to authorize the execution and delivery by it of this Agreement, the performance by it of its obligations hereunder or the consummation by it of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Company Y and, assuming this Agreement constitutes a valid and binding obligation of each Company T Shareholder, constitutes a legal, valid and binding agreement of Company Y enforceable against Company Y in accordance with its terms, subject to the Bankruptcy and Equity Exception.
