Common use of Authorization; Validity of Agreement Clause in Contracts

Authorization; Validity of Agreement. The Issuer has the requisite corporate power and authority to execute and deliver this Agreement and the Registration Rights Agreement and to consummate the transactions contemplated hereby and thereby and by the other documents and agreements attached hereto as exhibits (this Agreement, the Registration Rights Agreement and such other agreements, the "Transaction Documents"). The execution and delivery by the Issuer of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of the Issuer, and no other corporate proceedings on the part of the Issuer are necessary to authorize the execution and delivery of the Transaction Documents by the Issuer and the consummation of the transactions contemplated hereby and thereby. The Transaction Documents have been duly executed and delivered by the Issuer and, assuming due authorization, execution and delivery of this Agreement and the Transaction Documents to which it is a party by the Subscriber, are valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their respective terms, except to the extent such enforcement may be subject to or limited by (i) bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authorization; Validity of Agreement. (a) The Issuer Subscriber has the requisite corporate power and authority to execute and deliver this Agreement and the Registration Rights Agreement and the other documents to which the Subscriber is a party being delivered in connection with this Agreement (the "Subscriber Documents") and to consummate the transactions contemplated hereby and thereby and by the other documents and agreements attached hereto as exhibits (this Agreement, the Registration Rights Agreement and such other agreements, the "Transaction Documents")thereby. The execution and delivery by the Issuer Subscriber of the Transaction Subscriber Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of the Issuer, Subscriber and no other corporate proceedings on the part of the Issuer Subscriber are necessary to authorize the execution and delivery of the Transaction Subscriber Documents by the Issuer Subscriber and the consummation of the transactions contemplated hereby and thereby. The Transaction Subscriber Documents have been duly executed and delivered by the Issuer Subscriber and, assuming due authorization, execution and delivery of this Agreement (and the Transaction Documents to which it is a party Subscriber Documents, if applicable) by the Subscriber, Issuer are the valid and binding obligations of the IssuerSubscriber, enforceable against the Issuer Subscriber in accordance with their respective terms, except to the extent such enforcement may be subject to or limited by (i) bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Authorization; Validity of Agreement. The Issuer Each Purchaser Party has the requisite corporate power and authority to execute and deliver this Agreement and the Registration Rights Agreement Transaction Documents, and to consummate the transactions contemplated hereby and thereby and by the other documents and agreements attached hereto as exhibits (this Agreement, the Registration Rights Agreement and such other agreements, the "Transaction Documents")thereby. The execution and delivery by the Issuer each Purchaser Party of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors (or equivalent governing body) of the Issuereach Purchaser Party, and no other corporate proceedings on the part of the Issuer such Purchaser Party are necessary to authorize the execution and delivery of this Agreement and the other Transaction Documents by the Issuer such Purchaser Party and the consummation of the transactions contemplated hereby and thereby. The This Agreement and the other Transaction Documents have been duly executed and delivered by the Issuer each Purchaser Party and, assuming due authorization, execution and delivery of this Agreement and the Transaction Documents to which it is a party by the SubscriberSeller, are valid legal, valid, binding and binding enforceable obligations of the Issuersuch Purchaser Party, enforceable against the Issuer such Purchaser Party in accordance with their respective terms, except to the extent such enforcement may be subject to or limited by (i) bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' ’ rights generally and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).