Common use of Authorization and Enforceability of Agreement Clause in Contracts

Authorization and Enforceability of Agreement. The Corporation has the corporate power and authority to execute and deliver this Agreement to which it is a party and to carry out its obligations hereunder and thereunder (which includes the issuance of the Purchased Securities). The execution, delivery and performance by the Corporation of this Agreement to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Corporation and its shareholders, and no further approval or authorization is required on the part of the Corporation or its shareholders. This Agreement will be valid and binding obligations of the Corporation enforceable against the Corporation in accordance with their respective terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and general equitable principles, regardless of whether such enforceability is considered in a proceeding at law or in equity.