Common use of Authority and Approval of Agreement; Binding Effect Clause in Contracts

Authority and Approval of Agreement; Binding Effect. The execution and delivery by the Borrower and the Guarantor of this Note and the issuance of the Warrants, and the performance by the Borrower and the Guarantor of all of its Obligations hereunder, have been duly and validly authorized and approved by the Borrower and the Guarantor, pursuant to all applicable Laws and no other action or Consent on the part of its board, shareholders or any other Person is necessary or required by the Borrower and the Guarantor to execute this Note, consummate the transactions contemplated herein, and perform all of its respective Obligations hereunder. This Note has been duly and validly executed by the Borrower and the Guarantor and constitutes the valid and legally binding agreement of the Borrower and the Guarantor, enforceable against the Borrower and the Guarantor in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Authority and Approval of Agreement; Binding Effect. The execution and delivery by the Borrower and the Guarantor of this Note and the issuance of the Warrants, and the performance by the Borrower and the Guarantor of all of its Obligations hereunder, have has been duly and validly authorized and approved by the Borrower and, its members and the Guarantor, managers pursuant to all applicable Laws and no other action or Consent on the part of its board, shareholders or any other Person is necessary or required by the Borrower and the Guarantor to execute this Note, consummate the transactions contemplated herein, and perform all of its respective Obligations hereunder. This Note has been duly and validly executed by the Borrower (and the Guarantor officer executing this Note is duly authorized to act and execute same on behalf of the Borrower) and constitutes the valid and legally binding agreement of the Borrower and the GuarantorBorrower, enforceable against the Borrower and the Guarantor in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.