Common use of Authorization; Enforceable Agreement Clause in Contracts

Authorization; Enforceable Agreement. All corporate action on the part of any Warrantors, necessary for the authorization, execution, and delivery of each of the Transaction Documents, the performance of the respective obligations of the Warrantors under each of the Transaction Documents, and the authorization, issuance (or reservation for issuance), sale, and delivery of (a) the Notes and the Warrants being sold hereunder, and (b) the ADSs issuable upon conversion of the Notes or exercise of the Warrants in accordance with their respective Conditions, and each of the Transaction Documents, when executed and delivered, assuming due authorization, execution and delivery by the Investor or any other party thereto other than the Warrantors, constitutes and will constitute valid and legally binding obligations of the Warrantors, enforceable in accordance with their respective terms, except (i) as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles, and (ii) to the extent the indemnification provisions contained in Section 8.18 of this Agreement may be limited by applicable securities Laws.