Common use of Authorization of Transaction Clause in Contracts

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally, or by the exercise of judicial discretion in accordance with general equitable principles.

Authorization of Transaction. The Buyer Purchaser has full power and authority (including full corporate power and authority) authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the BuyerPurchaser, enforceable in accordance with its terms and conditions, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally, or by the exercise of judicial discretion in accordance with general equitable principlesterms.

Authorization of Transaction. The Buyer has full power and authority (including full corporate or other entity power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by Buyer and constitutes the valid and legally binding obligation of the Buyer, enforceable against Buyer in accordance with its terms and conditions. The execution, except as enforceability may delivery, and performance of this Agreement by Buyer and all other agreements contemplated hereby to be limited executed and delivered by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally, or Buyer have been duly authorized by the exercise of judicial discretion in accordance with general equitable principlesBuyer.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) authority to execute and deliver this Purchase Agreement and to perform its obligations hereunder. This Purchase Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or and other laws of general application affecting enforcement of creditors' rights generally, or by the exercise of judicial discretion in accordance with general equitable principles.

Authorization of Transaction. The Buyer has full power and authority (including full authority, corporate power or otherwise, to enter into and authority) to execute perform its obligations under this Agreement. The Buyer has duly authorized the execution and deliver performance of this Agreement and the ancillary documents to perform its obligations hereunderwhich the Buyer is a party. This Agreement constitutes and the ancillary documents to which the Buyer is a party constitute the valid and legally binding obligation obligations of the Buyer, enforceable in accordance with its their respective terms and conditions, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally, or by the exercise of judicial discretion in accordance with general equitable principles.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunderhereunder and this Agreement has been duly executed and delivered by the Buyer. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditionsconditions except for the Equitable Exceptions. The Buyer need not give any notice to, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generallymake any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by the exercise of judicial discretion in accordance with general equitable principlesthis Agreement.

Authorization of Transaction. The Buyer Each of the Buyers has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of each of the BuyerBuyers, enforceable against each in accordance with its terms and conditions. Except as set out in Annex II attached hereto, except as enforceability may be limited by bankruptcyneither Buyer need give any notice to, insolvency, reorganization, moratorium or other laws affecting creditors' rights generallymake any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by the exercise of judicial discretion in accordance with general equitable principlesthis Agreement.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions. The Buyer does not need to give any notice to, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generallymake any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by the exercise of judicial discretion in accordance with general equitable principlesthis Agreement.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions, except as enforceability to the extent that enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium the laws of bankruptcy or other insolvency or laws affecting relating to creditors' rights and remedies generally, or by the exercise of judicial discretion in accordance with general equitable principles.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions. The execution, except as enforceability may be limited delivery and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally, or by the exercise of judicial discretion in accordance with general equitable principlesBuyer.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute enter into and deliver perform its obligations under this Agreement and the Transaction Documents to perform its obligations hereunderwhich it is a party. This Agreement constitutes and the Transaction Documents to which it is a party constitute valid and legally binding obligation obligations of the Buyer, enforceable in accordance with its their respective terms and conditions, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally, or by the exercise of judicial discretion in accordance with general equitable principles.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and each other Transaction Document to which it is a party and to perform its obligations hereunderhereunder and thereunder. This Agreement constitutes and, when executed, the other Transaction Documents to be executed by Buyer will constitute, the valid and legally binding obligation obligations of the Buyer, enforceable in accordance with its their terms and conditions. The execution, except as enforceability may be limited delivery and performance of this Agreement and the other Transaction Documents to which Buyer is a party have been duly authorized by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally, or by the exercise of judicial discretion in accordance with general equitable principlesBuyer.

Authorization of Transaction. The Buyer has full power and --- ------------------------------ authority (including full corporate power and authority) to execute and deliver this Agreement Agreement, and the other agreements, documents and instruments contemplated hereby, and to perform its their respective obligations hereunder and hereunder. This Agreement agreement constitutes the valid and legally binding obligation obligations of the Buyer, as the case may be, enforceable in accordance with its their terms and conditions, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally, or by the exercise of judicial discretion in accordance with general equitable principles.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions. Assuming the truth and accuracy of the Seller's representation and warranty in Section 2.1(d) above, except as enforceability may be limited by bankruptcythe Buyer does not need to give any notice to, insolvency, reorganization, moratorium or other laws affecting creditors' rights generallymake any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by the exercise of judicial discretion in accordance with general equitable principlesthis Agreement.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement and the consummation by the Buyer of the transactions contemplated hereby have been duly authorized by all requisite corporate actions on the part of the Buyer. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally, or by the exercise of judicial discretion in accordance with general equitable principles.

Authorization of Transaction. The Buyer has the full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement and the performance of this Agreement and the consummation by the Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action. This Agreement has been duly and validly executed and delivered by the Buyer and constitutes the a valid and legally binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms and conditions, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally, or by the exercise of judicial discretion in accordance with general equitable principlesterms.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and the Other Agreements and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors and shareholders of Buyer has duly authorized the execution, delivery and performance of this Agreement by Buyer. This Agreement constitutes and the Other Agreements constitute the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally, or by the exercise of judicial discretion in accordance with general equitable principles.

Authorization of Transaction. The Buyer Each of the Sellers has full power and authority (including full corporate power and authority) authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the BuyerSellers, enforceable in accordance with its terms and conditions, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally, or by the exercise of judicial discretion in accordance with general equitable principles.

Authorization of Transaction. The Each Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the each Buyer, enforceable in accordance with its terms and conditionsterms. Neither Buyer needs to give any notice to, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generallymake any filing with, or obtain any authorization, consent or approval of any government or governmental agency in order to consummate the transactions contemplated by the exercise of judicial discretion in accordance with general equitable principlesthis Agreement.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or fraudulent conveyance and other laws affecting creditors' rights generally, or by the exercise of judicial discretion in accordance with general equitable principles.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally, or by the exercise terms. The person who has executed this Agreement on behalf of judicial discretion in accordance with general equitable principlesBuyer has been duly authorized to do so.

Authorization of Transaction. The Buyer has full power and authority (including full corporate legal power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally, or by the exercise of judicial discretion in accordance with general equitable principles.

Authorization of Transaction. The Buyer has full all requisite corporate power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This The execution, delivery and performance of this Agreement has been duly authorized by Buyer and constitutes the a valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally, or by the exercise of judicial discretion in accordance with general equitable principlesterms.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This The execution, delivery and performance of this Agreement constitutes and the valid and legally binding obligation transactions contemplated hereby have been duly authorized by all necessary action on the part of the Buyer, enforceable in accordance with its terms and conditions, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally, or by the exercise of judicial discretion in accordance with general equitable principles.Board of

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and the Pledge Agreement and to perform its obligations hereunderhereunder and thereunder. This Agreement constitutes and the Pledge Agreement constitute the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions. The Buyer need not give any notice to, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generallymake any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by the exercise of judicial discretion in accordance with general equitable principlesthis Agreement.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and all other agreements to be delivered by it pursuant to Section 2.6 above, and to perform its obligations hereunderhereunder and thereunder. This Agreement constitutes and each Related Agreement to which it is a party have been, duly executed and delivered by a duly authorized officer or representative on behalf of the Buyer and constitute the valid and legally binding obligation obligations of the Buyer, enforceable against the Buyer in accordance with its their respective terms and conditions, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally, or by the exercise of judicial discretion in accordance with general equitable principles.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions. The Buyer need not give any notice to, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generallymake any filing with, or obtain any authorization, consent or approval of any government or governmental agency in order to consummate the transactions contemplated by the exercise of judicial discretion in accordance with general equitable principlesthis Agreement.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally, or by the exercise of judicial discretion in accordance with general equitable principlesterms.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions. The Buyer need not give any notice to, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generallymake any filing with, or obtain any authorization, consent, or approval of any other party or any Governmental Authority in order to consummate the transactions contemplated by the exercise of judicial discretion in accordance with general equitable principlesthis Agreement.

Authorization of Transaction. The Buyer has full all requisite power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by the Buyer of this Agreement and the consummation by the Buyer of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Buyer. This Agreement has been duly and validly executed and delivered by the Buyer and constitutes the a valid and legally binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms and conditions, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally, or by the exercise of judicial discretion in accordance with general equitable principlesterms.

Authorization of Transaction. The Buyer has the full power and authority (including full corporate power to execute, deliver and authority) to execute and deliver perform this Agreement and to perform its obligations hereundercarry out the transactions contemplated hereby. This All necessary action, corporate or otherwise, has been taken by Buyer to authorize the execution, delivery and performance of this Agreement constitutes and the agreements contemplated hereby and the same is the valid and legally binding obligation of the Buyer, Buyer enforceable in accordance with its terms and conditions, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally, or by the exercise of judicial discretion in accordance with general equitable principlesterms.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, by Buyer have been duly and validly authorized by all requisite corporate action. This Agreement constitutes the valid and legally binding obligation of the Buyer, Buyer enforceable against it in accordance with its terms and conditions, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally, or by the exercise of judicial discretion in accordance with general equitable principles.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunderobligations. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions. The Buyer need not give any notice to, except as enforceability may be limited make any filing with or obtain any authorization, consent or approval of any government or governmental agency in order to consummate the transactions contemplated by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally, or by the exercise of judicial discretion in accordance with general equitable principlesthis Agreement.

Authorization of Transaction. The Buyer Purchaser has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the BuyerPurchaser, enforceable in accordance with its terms and conditions, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally, or by the exercise of judicial discretion in accordance with general equitable principles.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions. The Buyer need not give any notice to, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generallymake any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement which has not been obtained at the exercise time of judicial discretion in accordance with general equitable principlesexecution of this Agreement.

Authorization of Transaction. The Buyer has full power and authority (including full corporate limited liability company power and authority) to execute and deliver this Agreement and each of the Buyer's Transaction Documents to which it is a party and to perform its obligations hereunderhereunder and thereunder. This Each of this Agreement and the Buyer's Transaction Documents to which it is a party constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally, or by the exercise of judicial discretion in accordance with general equitable principles.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated thereby, including the issuance of the shares of Buyer, will have been approved by the board of directors of Buyer as of the Closing Date. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally, or by the exercise of judicial discretion in accordance with general equitable principles.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and the Subordinated Notes and to perform its obligations hereunderhereunder and thereunder. This Agreement and the Subordinated Note each constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions. Buyer need not give any notice to, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generallymake any filing with, or obtain any authorization, consent, or approval of any Governmental Authority in order to consummate the transactions contemplated by the exercise of judicial discretion in accordance with general equitable principles.this Agreement;

Authorization of Transaction. The Buyer has full corporate power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Buyer has duly authorized the execution, delivery and performance of this Agreement by the Buyer. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally, or by for the exercise of judicial discretion in accordance with general equitable principlesEnforceability Exceptions.

Authorization of Transaction. The Each of the Buyer and the Buyer Sub has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of each of the BuyerBuyer and the Buyer Sub, enforceable in accordance with its terms and conditions, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally, or by the exercise of judicial discretion in accordance with general equitable principles.

Authorization of Transaction. The Buyer Purchaser has full power and authority (including full corporate power and authority) authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the BuyerPurchaser, enforceable in accordance with its terms and conditions, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally, or by the exercise of judicial discretion in accordance with general equitable principles.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunderconsummate the Contemplated Transactions. The execution and delivery of this Agreement and the consummation of the Contemplated Transactions have been duly authorized by all necessary corporate action on the part of Buyer. This Agreement constitutes constitutes, and the Related Agreements when executed and delivered will constitute, valid and legally binding obligation obligations of the Buyer, enforceable in accordance with its their terms and conditions, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally, or by the exercise of judicial discretion in accordance with general equitable principles.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly authorized, executed and delivered by the Buyer and constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions. The Buyer need not give any notice to, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generallymake any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by the exercise of judicial discretion in accordance with general equitable principlesthis Agreement.

Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions, except as enforceability may be limited by subject to applicable bankruptcy, insolvencymoratorium, reorganization, moratorium or insolvency and other laws affecting creditors' the rights generally, or by the exercise of judicial discretion in accordance with creditors and general equitable equity principles.

Authorization of Transaction. The Buyer has Sellers have full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its their obligations hereunder. Without limiting the generality of the foregoing, all individuals who are signatories to this Agreement have been duly authorized to execute, deliver, and cause the Sellers to perform this Agreement. This Agreement constitutes the valid and legally binding obligation of the BuyerSellers, enforceable in accordance with its terms and conditions, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally, or by the exercise of judicial discretion in accordance with general equitable principles.

Authorization of Transaction. The Buyer has full power and authority (including full corporate limited liability company power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions. The execution, except as enforceability may be limited delivery and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally, or by the exercise of judicial discretion in accordance with general equitable principlesBuyer.