Common use of Authorization Clause in Contracts

Authorization. The Investor has all requisite power, authority, and capacity to enter into this Agreement and to perform its obligations under this Agreement. This Agreement has been duly authorized, executed, and delivered by the Investor. This Agreement, when executed and delivered by the Investor, will constitute valid and legally binding obligations of such Investor enforceable in accordance with its terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization, and similar laws affecting creditors’ rights generally and to general equitable principles.

Authorization. The Investor has all requisite powerfull capacity, authority, power and capacity authority to enter into and perform this Agreement, and all actions necessary to authorize the execution, delivery and performance of this Agreement and have been taken prior to perform its obligations under this Agreementthe Closing. This Agreement has been duly authorized, executed, and delivered by the Investor. This Agreement, when executed and delivered by the Investor, will constitute constitutes a valid and legally binding obligations obligation of such Investor the Investor, enforceable in accordance with its terms, subject, except as to enforcement of remedies, to applicable the same may be limited by bankruptcy, insolvency, moratorium, reorganization, and similar other laws of general application affecting the enforcement of creditors’ ' rights generally and to general equitable principlesgenerally.

Authorization. The Investor has all requisite power, authority, power and capacity authority to enter into this Agreement and to perform this Agreement constitutes its obligations under this Agreement. This Agreement has been duly authorized, executed, and delivered by the Investor. This Agreement, when executed and delivered by the Investor, will constitute valid and legally binding obligations of such Investor obligations, enforceable in accordance with its terms, subject, terms except (a) as to enforcement of remedies, to limited by applicable bankruptcy, insolvency, reorganization, moratorium, reorganization, and similar other laws of general application affecting enforcement of creditors’ rights generally generally, and (b) as limited by laws relating to general the availability of specific performance, injunctive relief, or other equitable principlesremedies.

Authorization. The Investor has all requisite power, authority, full power and capacity authority to enter into this Agreement and to perform its obligations under this Agreement. This Agreement has been duly authorized, executed, and delivered by the Investor. This Agreement, when executed and delivered by the Investor, assuming due execution and delivery by the other parties hereto, will constitute a valid and legally binding obligations obligation of such Investor the Investor, enforceable in accordance with its terms, subject, except as to enforcement of remedies, to limited by applicable bankruptcy, insolvency, reorganization, moratorium, reorganizationfraudulent conveyance, and similar any other laws of general application affecting enforcement of creditors’ rights generally generally, and as limited by laws relating to general the availability of a specific performance, injunctive relief, or other equitable principlesremedies.

Authorization. The Investor has all requisite power, authority, full power and capacity authority to enter into this Agreement and to perform its obligations under this Agreement. This Agreement has been duly authorized, executed, and delivered by the Investor. This Agreement, when executed and delivered by the Investor, will constitute constitutes a valid and legally binding obligations obligation of such Investor the Investor, enforceable in accordance with its terms, subject, terms except (i) as to enforcement of remedies, to limited by applicable bankruptcy, insolvency, moratorium, reorganization, moratorium and similar other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to general the availability of specific performance, injunctive relief, or other equitable principlesremedies.

Authorization. The Investor has all requisite power, authority, full power and capacity authority to enter into this Agreement and to perform its obligations under this Agreement. This Agreement has been duly authorized, executed, and delivered by the Investor. This Agreement, when executed and delivered by the Investor, will constitute such agreement constitutes a valid and legally binding obligations obligation of such Investor the Investor, enforceable in accordance with its terms, subject, terms except (i) as to enforcement of remedies, to limited by applicable bankruptcy, insolvency, moratorium, reorganization, moratorium and similar other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to general the availability of specific performance, injunctive relief, or other equitable principlesremedies.

Authorization. The Investor has all requisite power, authority, full power and capacity authority to enter into this Agreement and to perform its obligations under this Agreement. This Agreement has been duly authorized, executed, and delivered by constitutes the Investor. This Agreement, when executed and delivered by the Investor, will constitute ’s valid and legally binding obligations of such Investor obligation, enforceable in accordance with its terms, subject, terms except (i) as to enforcement of remedies, to may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, and similar or other laws of general application relating to or affecting the enforcement of creditors’ rights generally generally, and to general (ii) as may be limited by the effect of rules of law governing the availability of equitable principlesremedies.

Authorization. The Investor has all requisite power, authority, full power and capacity authority to enter into this Agreement and to perform its obligations under this Agreement. This Agreement has been duly authorized, executed, and delivered by constitutes the Investor. This Agreement, when executed and delivered by the Investor, will constitute 's valid and legally binding obligations of such Investor obligation, enforceable in accordance with its terms, subject, terms except (i) as to enforcement of remedies, to may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, or other laws of general application relating to or affecting the enforcement of creditors' rights generally, and similar laws affecting creditors’ rights generally and to general (ii) as may be limited by the effect of rules of law governing the availability of equitable principlesremedies.

Authorization. The Such Investor has all requisite power, authority, full power and capacity authority to enter into execute and deliver this Agreement and to perform its obligations under this Agreementhereunder in accordance with the terms hereof. This Agreement has been duly authorized, executedbeen, and delivered by at or prior to the Investor. This AgreementClosing will have been, when duly executed and delivered by the such Investor, will constitute and constitutes the legal, valid and legally binding obligations obligation of such Investor, enforceable against such Investor enforceable in accordance with its terms, subject, except as to enforcement of remedies, to enforceability may be limited by applicable bankruptcy, insolvency, moratoriumfraudulent transfer, reorganization, moratorium and similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equitable principles.

Authorization. The Investor has all requisite power, authority, authority and capacity to enter into this Agreement and the Shareholders Agreement, and to perform its obligations under this Agreement and the Shareholders Agreement. This Agreement has been duly authorized, executed, executed and delivered by the Investor. This Agreement and the Shareholders Agreement, when executed and delivered by the Investor, will constitute valid and legally binding obligations of such Investor enforceable in accordance with its termsthe Investor, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization, reorganization and similar laws affecting creditors’ rights generally and to general equitable principles.

Authorization. The Investor has all requisite power, authority, and capacity to enter into this Agreement and to perform its obligations under this Agreement. This Agreement has been duly authorized, executed, and delivered by the constitutes such Investor. This Agreement, when executed and delivered by the Investor, will constitute 's valid and legally binding obligations of such Investor obligation, enforceable in accordance with its terms, subject, terms except as to enforcement of remedies, to may be limited by (i) applicable bankruptcy, insolvency, moratorium, reorganization, and similar reorganization or other laws of general application relating to or affecting the enforcement of creditors’ ' rights generally and (ii) the effect of rules of law governing the availability of equitable remedies. Each Investor represents that such Investor has full power and authority to general equitable principlesenter into this Agreement.

Authorization. The Investor has all requisite power, authority, and capacity to enter into this Agreement and to perform its obligations under this Agreement. This Agreement has been duly authorizedauthorized by all necessary corporate or partnership action, executedas applicable, and delivered by on the part of the Investor. This Agreement, when executed and delivered by Agreement constitutes the Investor's legal, will constitute valid and legally binding obligations of such Investor obligation, enforceable in accordance with its terms, subject, except as to enforcement of remedies, to may be limited by (i) applicable bankruptcy, insolvency, moratorium, reorganization, and similar reorganization or other laws of general application relating to or affecting the enforcement of creditors’ ' rights generally and (ii) the effect of rules of law governing the availability of equitable remedies. Each Investor has, as applicable, full corporate or partnership power and authority to general equitable principlesenter into this Agreement.

Authorization. The Investor has taken all requisite poweraction necessary to authorize its execution and delivery of this Agreement, authorityits performance of its obligations hereunder, and capacity to enter into its consummation of the transactions contemplated hereby and this Agreement and to perform its obligations under this Agreement. This Agreement has been duly authorized, executed, and delivered by the Investor. This Agreement, when executed and delivered by an officer or other authorized representative of the Investor in accordance with such authorization. This Agreement constitutes a valid and binding obligation of the Investor, will constitute valid and legally binding obligations of such Investor enforceable in accordance with its terms, subjectsubject to bankruptcy, as to enforcement of remedies, to applicable bankruptcyreorganization, insolvency, moratorium, reorganization, and similar laws affecting creditors’ ' rights generally and to general equitable principlesprinciples of equity.

Authorization. The Investor has all requisite power, authority, power and capacity authority to enter into this Agreement and to perform its obligations under this Agreement. This Agreement has been duly authorized, executed, and delivered by the Investor. This Agreement, when executed and delivered by and constitutes the Investor, will constitute 's valid and legally binding obligations of such Investor obligation, enforceable in accordance with its terms, subject, except (i) as to enforcement of remedies, to enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, moratorium and similar other laws of general application affecting enforcement of creditors’ ' rights generally and (ii) as enforceability may be limited by laws relating to general the availability of specific performance, injunctive relief or other equitable principlesremedies.

Authorization. The Investor represents that he has all requisite powerthe full ------------- right, authority, power and capacity authority to enter into this Agreement and to perform its obligations under this Agreement. This Agreement has been duly authorized, executed, and delivered by the Investor. This Agreement, that this Agreement when executed and delivered by the Investor will constitute a valid and binding obligation of the Investor, will constitute valid and legally binding obligations of such Investor enforceable in accordance with its terms, subject, as subject to enforcement the laws of remedies, general application relating to applicable bankruptcy, insolvencyinsolvency and the relief of debtors, moratoriumrules of law governing specific performance, reorganization, and similar laws affecting creditors’ rights generally and to general injunctive relief or other equitable principlesremedies.

Authorization. The Investor has all requisite power, authority, full power and capacity authority to enter into and perform under this Agreement and to perform in accordance with its obligations under this Agreementterms. This Agreement has been duly authorized, executed, and delivered authorized by all necessary action on the part of the Investor. This Agreement, when has been duly executed and delivered by each the Investor, will constitute and is the valid and legally binding obligations agreement of such each the Investor and is enforceable against each the Investor in accordance with its terms, subject, except as to enforcement of remedies, to applicable enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization, and reorganization or other similar laws affecting the enforcement of creditors’ rights generally and to general judicial limitations on the remedy of specific enforcement and other equitable principlesremedies.

Authorization. The Investor has all requisite power, authority, full power and capacity authority to enter into this Agreement and to perform its obligations under this Agreement. This Agreement has been duly authorized, executed, and delivered by the Investor. This Agreement, when executed and delivered by the Investor, will constitute a valid and legally binding obligations obligation of such Investor the Investor, enforceable in accordance with its terms, subject, except as to enforcement of remedies, to limited by applicable bankruptcy, insolvency, reorganization, moratorium, reorganizationfraudulent conveyance, and similar any other laws of general application affecting enforcement of creditors’ rights generally generally, and as limited by laws relating to general the availability of a specific performance, injunctive relief, or other equitable principlesremedies.

Authorization. The Such Investor has all requisite power, authority, power and capacity authority to enter into this Agreement and to perform its obligations under this Agreement. This Agreement has been duly authorized, executed, and delivered by the Investor. This Agreement, when executed and delivered by the Investor, will constitute such agreement constitutes its valid and legally binding obligations of such Investor obligation, enforceable in accordance with its terms, subject, terms except (a) as to enforcement of remedies, to limited by applicable bankruptcy, insolvency, reorganization, moratorium, reorganization, and similar other laws of general application affecting enforcement of creditors’ rights generally generally, and (b) as limited by laws relating to general the availability of specific performance, injunctive relief, or other equitable principlesremedies.

Authorization. The Investor has all the requisite power, authority, legal power and capacity authority to enter into this Agreement and to perform its obligations under this Agreement. This Agreement has been duly authorized, executed, and delivered by the Investor. This Agreement, when executed and delivered by the Investor, will shall constitute a valid and legally binding obligations obligation of such Investor enforceable in accordance with its termsthe Investor, subject, except as to enforcement of remedies, to applicable the same may be limited by bankruptcy, insolvency, moratorium, reorganization, and similar moratorium or other laws of general application affecting the enforcement of creditors’ rights generally and to general equitable principlesrights.

Authorization. This Agreement has been duly executed and delivered by the Investor and constitutes the valid and binding agreement of the Investor enforceable in accordance with its terms, and each other agreement required to be entered into by the Investor pursuant to the terms and conditions hereof, when executed and delivered by the Investor will constitute the valid and binding agreement of the Investor enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' right generally. The Investor has all requisite power, authority, power and capacity authority to enter into this Agreement and to perform its obligations under this Agreement. This Agreement has been duly authorized, executed, and delivered by the Investor. This Agreement, when executed and delivered by the Investor, will constitute valid and legally binding obligations of such Investor enforceable in accordance with its terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization, and similar laws affecting creditors’ rights generally and to general equitable principleshereunder.

Authorization. The Such Investor has all requisite power, authority, full power and capacity authority to enter into this Agreement and to perform its obligations under this Agreement. This Agreement has been duly authorized, executed, and delivered by the Investor. This Agreement, when executed and delivered by the such Investor, will constitute the valid and legally binding obligations obligation of such Investor the Investor, enforceable in accordance with its terms, subject, except (a) as to enforcement of remedies, to limited by applicable bankruptcy, insolvency, reorganization, moratorium, reorganization, fraudulent conveyance and similar any other laws of general application affecting enforcement of creditors’ rights generally and or (b) as limited by laws relating to general the availability of specific performance, injunctive relief or other equitable principlesremedies.

Authorization. The Investor has all requisite power, authority, full power and capacity authority to enter into this Agreement and to perform its obligations under this Agreement. This Agreement has been duly authorized, executed, and delivered by the Investor. This Agreement, when executed and delivered by the Investor, will constitute constitutes a valid and legally binding obligations obligation of such the Investor enforceable against the Investor in accordance with its terms, subject, except (i) as to enforcement of remedies, to limited by applicable bankruptcy, insolvency, reorganization, moratorium, reorganization, and similar other laws of general application affecting enforcement of creditors’ ' rights generally and (ii) as limited by laws relating to general the availability of specific performance, injunctive relief, or other equitable principlesremedies.

Authorization. The Investor has all requisite power, authority, authority and capacity to enter into this Agreement the Transaction Agreements, and to perform its obligations under this Agreementthe Transaction Agreements. This Agreement has been duly authorized, executed, executed and delivered by the Investor. This AgreementThe Transaction Agreements, when executed and delivered by the InvestorInvestor and subject to the execution and delivery by other parties thereto, will constitute valid and legally binding obligations of such Investor enforceable in accordance with its termsthe Investor, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization, reorganization and similar laws affecting creditors’ rights generally and to general equitable principles.

Authorization. The Such Investor has all requisite power, authority, full power and capacity authority to enter into this Agreement and to perform its obligations under this Agreement. This Agreement has been duly authorized, executed, and delivered by the Investor. This this Agreement, when executed and delivered by the such Investor, will constitute its valid and legally binding obligations of such Investor obligation, enforceable in accordance with its terms, subject, terms except (i) as to enforcement of remedies, to limited by applicable bankruptcy, insolvency, reorganization, moratorium, reorganizationand other laws of general application affecting enforcement of creditors' rights generally, and similar (ii) as limited by laws affecting creditors’ rights generally and relating to general the availability of specific performance, injunctive relief, or other equitable principlesremedies.

Authorization. The Investor has all requisite power, authority, full power and capacity authority to enter into execute and deliver this Agreement and to perform its obligations under this Agreementhereunder in accordance with the terms hereof. This Agreement has been duly authorized, executedbeen, and delivered by at or prior to the Investor. This AgreementClosing will have been, when duly executed and delivered by the Investor, will constitute and constitutes the legal, valid and legally binding obligations obligation of such the Investor, enforceable against the Investor enforceable in accordance with its terms, subject, except as to enforcement of remedies, to enforceability may be limited by applicable bankruptcy, insolvency, moratoriumfraudulent transfer, reorganization, moratorium and similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equitable principles.

Authorization. The Investor has all requisite power, authority, legal and capacity other power and authority to enter into execute and deliver this Agreement and to carry out and perform its obligations under the terms of this Agreement. This Agreement has been duly authorized, executed, and delivered by the Investor. This Agreement, when executed and delivered by the Investor, will constitute constitutes a valid and legally binding obligations obligation of such Investor enforceable in accordance with its terms, subject, subject as to enforcement of remediesenforcement, to applicable bankruptcy, insolvency, moratorium, reorganization, reorganization and similar other laws of general applicability relating to or affecting creditors’ rights generally and to general equitable equity principles.

Authorization. The Each Investor has all requisite power, authority, full power and capacity authority to enter into this Agreement, and each of the Agreement and to perform its obligations under this Agreement. This the Rights Agreement has been duly authorizedconstitutes, executedor will constitute, and delivered by the Investor. This Agreement, when executed and delivered by the Investor, will constitute valid and legally binding obligations obligation of such each Investor, enforceable against each Investor enforceable in accordance with its respective terms, subject, except (i) as to enforcement of remedies, to limited by applicable bankruptcy, insolvency, reorganization, moratorium, reorganizationand other laws of general application affecting enforcement of creditors' rights generally, and similar (ii) as limited by laws affecting creditors’ rights generally and relating to general the availability of specific performance, injunctive relief, or other equitable principlesremedies.

Authorization. The Investor has all requisite power, authority, authority and capacity to enter into and perform this Agreement and the Shareholders Agreement, and to perform its obligations under this Agreement and the Shareholders Agreement. This Agreement has been duly authorized, executed, executed and delivered by the Investor. This Agreement and the Shareholders Agreement, when executed and delivered by the Investor, will constitute valid and legally binding obligations of such Investor enforceable in accordance with its termsthe Investor, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization, reorganization and similar laws Laws affecting creditors’ rights generally and to general equitable principles.

Authorization. The Investor has all requisite power, authority, full power and capacity authority to enter into this Agreement and to perform its obligations under this Agreement. This Agreement has been duly authorized, executed, and delivered by the Investor. This Agreement, when executed and delivered by the Investor, will constitute a valid and legally binding obligations obligation of such Investor the Investor, enforceable in accordance with its their terms, subject, except as to enforcement of remedies, to limited by applicable bankruptcy, insolvency, reorganization, moratorium, reorganizationfraudulent conveyance, and similar any other laws of general application affecting enforcement of creditors’ rights generally generally, and as limited by laws relating to general the availability of specific performance, injunctive relief, or other equitable principlesremedies.

Authorization. The Investor has all requisite power, authority, full power and capacity authority to enter into this Agreement and to perform its obligations under this the Investor's Rights Agreement. This Agreement has been duly authorized, executed, and delivered by the Investor. This Agreement, when executed and delivered by the Investor, will constitute each such Agreement constitutes its valid and legally binding obligations of such Investor obligation, enforceable in accordance with its terms, subject, terms except (i) as to enforcement of remedies, to limited by applicable bankruptcy, insolvency, reorganization, moratorium, reorganizationand other laws of general application affecting enforcement of creditors' rights generally, and similar (ii) as limited by laws affecting creditors’ rights generally and relating to general the availability of specific performance, injunctive relief, or other equitable principlesremedies.

Authorization. The Investor has all requisite power, authority, and capacity to enter into this Agreement and to perform its obligations under this Agreement. This Agreement has been duly authorized, executed, and delivered by the Investor. This Agreement, when executed and delivered by the Investor, will constitute such Investor and constitutes a valid and legally binding obligations obligation of such Investor, enforceable against such Investor enforceable in accordance with its termsterms subject to: (i) judicial principles limiting the availability of specific performance, subjectinjunctive relief, as to enforcement of and other equitable remedies, to applicable ; (ii) bankruptcy, insolvency, moratorium, reorganization, and moratorium or other similar laws now or hereafter in effect generally relating to or affecting creditors’ rights generally ' rights; and to general equitable principles(iii) limitations on the enforceability of any indemnification provisions.

Authorization. The Such Investor has all requisite power, authority, authority and capacity to enter into this Agreement and to perform its obligations under this Agreement. This Agreement has been duly authorized, executed, executed and delivered by the such Investor. This Agreement, when executed and delivered by the such Investor, will constitute valid and legally binding obligations of such Investor enforceable in accordance with its termsthe Investor, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization, reorganization and similar laws affecting creditors’ rights generally and to general equitable principles.

Authorization. The Investor has all requisite power, authority, power and capacity authority to enter into this Agreement and to perform its obligations under this Agreement. This Agreement has been duly authorized, executed, and delivered by the Investor. This Agreement, when executed and delivered by the Investor, will constitute such agreement constitutes its valid and legally binding obligations of such Investor obligation, enforceable in accordance with its terms, subject, terms except (a) as to enforcement of remedies, to limited by applicable bankruptcy, insolvency, reorganization, moratorium, reorganization, and similar other laws of general application affecting enforcement of creditors’ rights generally generally, and (b) as limited by laws relating to general the availability of specific performance, injunctive relief, or other equitable principlesremedies.

Authorization. The Investor has all requisite power, authority, full power and capacity authority to enter into this Agreement and to perform its obligations under this Agreement. This Agreement has been duly authorized, executed, and delivered by the Investor. This Agreement, when executed and delivered by the Investor, will constitute this Agreement constitutes a valid and legally binding obligations obligation of such Investor the Investor, enforceable in accordance with its terms, subject, terms except (a) as to enforcement of remedies, to limited by applicable bankruptcy, insolvency, moratorium, reorganization, moratorium and similar other laws of general application affecting enforcement of creditors’ rights generally generally, and (b) as limited by laws relating to general the availability of specific performance, injunctive relief, or other equitable principlesremedies.

Authorization. The Investor has all requisite power, authority, power and capacity authority to enter into this Agreement and to perform its obligations under this Agreement. This Agreement has been duly authorized, executed, and delivered by the Investor. This Agreement, when executed and delivered by the Investor, will constitute this Agreement constitutes its valid and legally binding obligations of such Investor obligations, enforceable in accordance with its terms, subject, terms except (a) as to enforcement of remedies, to limited by applicable bankruptcy, insolvency, reorganization, moratorium, reorganization, and similar other laws of general application affecting enforcement of creditors’ rights generally generally, and (b) as limited by laws relating to general the availability of specific performance, injunctive relief, or other equitable principlesremedies.

Authorization. The Investor investor has all requisite power, authority, power and capacity authority to enter into this Agreement and to perform its obligations under this Agreement. This Agreement has been duly authorized, executed, and delivered by the Investor. This Agreement, when executed and delivered by the Investor, will constitute this Agreement constitutes its valid and legally binding obligations of such Investor obligation, enforceable in accordance with its terms, subject, except (a) as to enforcement of remedies, to limited by applicable bankruptcy, insolvency, reorganization, moratorium, reorganization, and similar other laws of general application affecting enforcement of creditors’ rights generally generally, and (b) as limited by laws relating to general the availability of specific performance, injunctive relief, or other equitable principlesremedies.

Authorization. The Such Investor has all requisite power, authority, full power and capacity authority to enter into execute and deliver this Agreement and to perform its obligations under this Agreementhereunder in accordance with the terms hereof. This Agreement has been duly authorized, executedbeen, and delivered by at or prior to the Investor. This AgreementSigning Date will have been, when duly executed and delivered by the such Investor, will constitute and constitutes the legal, valid and legally binding obligations obligation of such Investor, enforceable against such Investor enforceable in accordance with its terms, subject, except as to enforcement of remedies, to enforceability may be limited by applicable bankruptcy, insolvency, moratoriumfraudulent transfer, reorganization, moratorium and similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equitable principles.

Authorization. The Investor has all requisite power, authority, and capacity to enter into this Agreement and to perform its obligations under this Agreement. This Agreement has been duly authorized, executed, and delivered by the constitutes such Investor. This Agreement, when executed and delivered by the Investor, will constitute ’s valid and legally binding obligations of such Investor obligation, enforceable in accordance with its terms, subject, terms except as to enforcement of remedies, to may be limited by (i) applicable bankruptcy, insolvency, moratorium, reorganization, and similar reorganization or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and (ii) the effect of rules of law governing the availability of equitable remedies. The Investor represents that such Investor has full power and authority to general equitable principlesenter into this Agreement.

Authorization. The execution, delivery and performance by the Investor has all requisite power, authority, and capacity to enter into of this Agreement and to perform its obligations under this Agreement. This Agreement has been duly authorized, executed, authorized and delivered by the Investor. This Agreement, when executed and delivered by the Investor, this Agreement will constitute the valid and legally binding obligations obligation of such the Investor, enforceable against the Investor enforceable in accordance with its terms, subject, as subject to enforcement of remedies, to applicable bankruptcy, insolvency, moratoriumfraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ ' rights generally and to general equitable principlesgenerally.

Authorization. The Investor has all requisite power, authority, power and capacity authority to enter into execute and deliver this Agreement and the Shareholders’ Agreement, to consummate the transactions contemplated hereby and thereby and to perform its obligations under this Agreementhereunder and thereunder. This Agreement has and the Shareholders’ Agreement have each been duly authorized, executed, and delivered by the Investor. This Agreement, when validly executed and delivered by Investor. This Agreement and the InvestorShareholders’ Agreement each constitute a legal, will constitute valid and legally binding obligations obligation of such Investor enforceable against Investor in accordance with its their respective terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization, and similar laws affecting creditors’ rights generally and to general equitable principles.

Authorization. The Such Investor has all requisite power, authority, authority and capacity to enter into this Agreement Agreement, and the Shareholders Agreement, and to perform its obligations under this Agreement, and the Shareholders Agreement. This Agreement has been duly authorized, executed, executed and delivered by the such Investor. This Agreement and the Shareholders Agreement, when executed and delivered by the such Investor, will constitute valid and legally binding obligations of such Investor enforceable in accordance with its termsInvestor, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization, reorganization and similar laws affecting creditors’ rights generally and to general equitable principles.

Authorization. The execution, delivery and performance by such Investor has all requisite power, authority, and capacity to enter into of this Agreement and to perform its obligations under this Agreementhave been duly authorized. This Agreement has been duly authorized, executedexecuted by such Investor, and when delivered by such Investor in accordance with the Investor. This Agreement, when executed and delivered by the Investorterms hereof, will constitute the valid and legally binding obligations obligation of such Investor, enforceable against such Investor enforceable in accordance with its terms, subject, as subject to enforcement of remedies, to applicable bankruptcy, insolvency, moratoriumfraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ ' rights generally and to general equitable principlesgenerally.

Authorization. The Investor has all requisite powerfull capacity, authority, power and capacity authority to enter into and perform this Agreement, and all actions necessary to authorize the execution, delivery and performance of this Agreement and have been taken prior to perform its obligations under this Agreementthe Closing. This Agreement has been duly authorized, executed, and delivered by the Investor. This Agreement, when executed and delivered by the Investor, will constitute constitutes a valid and legally binding obligations obligation of such Investor the Investor, enforceable in accordance with its terms, subject, except as to enforcement of remedies, to applicable the same may be limited by bankruptcy, insolvency, moratorium, reorganization, and similar other laws of general application affecting the enforcement of creditors’ rights generally and to general equitable principlesgenerally.

Authorization. The Investor has all requisite power, authority, and capacity to enter into this Agreement and to perform its obligations under this Agreement. This Agreement has been duly authorizedauthorized (including as approved by the board of directors of the Investor), executed, and delivered by the Investor. This Agreement, when executed and delivered by the Investor, will constitute valid and legally binding obligations of such Investor enforceable in accordance with its terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization, and similar laws affecting creditors’ rights generally and to general equitable principles.

Authorization. The Investor has all requisite power, authority, authority and capacity to enter into this Agreement Agreement, and to perform its obligations under this Agreement. This Agreement has been duly authorized, executed, executed and delivered by the Investor. This Agreement, when executed and delivered by the Investor, will constitute valid and legally binding obligations of such Investor enforceable in accordance with its termsthe Investor, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization, reorganization and similar laws affecting creditors’ rights generally and to general equitable principles.

Authorization. The Investor has all requisite power, authority, legal power and capacity authority to enter into execute and deliver this Agreement and to carry out and perform its obligations under the terms of this Agreement. This Agreement has been duly authorized, executed, and delivered by the Investortransactions and documents contemplated hereby. This Agreement, when executed and delivered by the Investor, will constitute a valid and legally binding obligations obligation of such Investor the Investor, enforceable in accordance with its terms, subject, as subject to enforcement laws of remedies, general application relating to applicable bankruptcy, insolvencyinsolvency and the relief of debtors and rules of law governing specific performance, moratorium, reorganization, and similar laws affecting creditors’ rights generally and to general injunctive relief or other equitable principlesremedies.

Authorization. The Investor has all requisite power, authority, authority and capacity to enter into this Agreement and the Shareholders Agreement, and to perform its obligations under this Agreement and the Shareholders Agreement. This Agreement has been duly authorized, executed, executed and delivered by the such Investor. This Agreement and the Shareholders Agreement, when executed and delivered by the such Investor, will constitute valid and legally binding obligations of such Investor enforceable in accordance with its termsInvestor, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization, reorganization and similar laws affecting creditors’ rights generally and to general equitable principles.

Authorization. The Each Investor has all requisite power, authority, authority and capacity to enter into this Agreement and to perform its obligations under this AgreementAgreement on behalf of itself and each Nominating Investor. This Agreement has been duly authorized, executed, executed and delivered by the each Investor. This Agreement, Agreement when executed and delivered by the each Investor, will constitute valid and legally binding obligations of such Investor enforceable in accordance with its termsand each Nominating Investor, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization, reorganization and similar laws affecting creditors’ rights generally and to general equitable principles.,

Authorization. The Investor has all requisite power, authority, and full capacity to enter into execute and deliver this Agreement and to perform its obligations under this Agreementhereunder in accordance with the terms hereof. This Agreement has been duly authorized, executedbeen, and delivered by at or prior to the Investor. This AgreementClosing will have been, when duly executed and delivered by the Investor, will constitute and constitutes the legal, valid and legally binding obligations obligation of such the Investor, enforceable against the Investor enforceable in accordance with its terms, subject, except as to enforcement of remedies, to enforceability may be limited by applicable bankruptcy, insolvency, moratoriumfraudulent transfer, reorganization, moratorium and similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equitable principles.

Authorization. The Investor has all requisite power, authority, and capacity to enter into this Agreement and to perform its obligations under this Agreement. This Agreement has been duly authorized, executed, and delivered authorized by all necessary corporate action on the part of the Investor. This Agreement, when executed and delivered by The Agreement constitutes the Investor, will constitute 's valid and legally binding obligations of such Investor obligation, enforceable against it in accordance with its terms, subject, except as to enforcement of remedies, to may be limited by (a) applicable bankruptcy, insolvency, moratorium, reorganization, and similar reorganization or other laws of general application relating to or affecting the enforcement of creditors’ ' rights generally and (b) the effect of rules of law governing the availability of equitable remedies. The Investor has full corporate power and authority to general equitable principlesenter into this Agreement.

Authorization. The Such Investor has all requisite power, authority, authority and capacity to enter into this Agreement and the other Agreements, and to perform its obligations under this AgreementAgreement and such other Agreements. This Agreement has been duly authorized, executed, executed and delivered by the such Investor. This AgreementThe Agreements, when executed and delivered by the such Investor, will constitute valid and legally binding obligations of such Investor enforceable in accordance with its termsInvestor, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization, reorganization and similar laws affecting creditors’ rights generally and to general equitable principles.

Authorization. The execution, delivery and performance by such Investor has all requisite power, authority, and capacity to enter into of this Agreement and to perform its obligations under this Agreement. This Agreement has been duly authorized, executed, authorized and delivered by the Investor. This Agreement, when executed and delivered by the Investor, will constitute the valid and legally binding obligations obligation of such Investor, enforceable against such Investor enforceable in accordance with its terms, subject, as subject to enforcement of remedies, to applicable bankruptcy, insolvency, moratoriumfraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally and to general equitable principlesgenerally.

Authorization. The Investor has all requisite power, authority, full power and capacity authority to enter into this Agreement and to perform its obligations under this Agreement. This Agreement has been duly authorized, executed, and delivered by the Investor. This Agreement, when executed and delivered by the Investor, will constitute a valid and legally binding obligations obligation of such Investor the Investor, enforceable in accordance with its their terms, subject, except as to enforcement of remedies, to limited by applicable bankruptcy, insolvency, reorganization, moratorium, reorganization, fraudulent conveyance and similar any other laws of general application affecting enforcement of creditors’ rights generally generally, and as limited by laws relating to general the availability of specific performance, injunctive relief or other equitable principlesremedies.

Authorization. The Investor has all requisite power, authority, authority and capacity to enter into this Agreement the Transaction Agreements, and to perform its obligations under this Agreementthe Transaction Agreements. This Agreement has been duly authorized, executed, executed and delivered by the Investor. This AgreementThe Transaction Agreements, when executed and delivered by the Investor, will constitute valid and legally binding obligations of such Investor enforceable in accordance with its termsthe Investor, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization, reorganization and similar laws affecting creditors’ rights generally and to general equitable principles.

Authorization. The Such Investor has all requisite power, authority, authority and capacity to enter into this Agreement and the Shareholders Agreement, and to perform its obligations under this Agreement and the Shareholders Agreement. This Agreement has been duly authorized, executed, executed and delivered by the such Investor. This Agreement and the Shareholders Agreement, when executed and delivered by the such Investor, will constitute valid and legally binding obligations of such Investor enforceable in accordance with its termsthe Investor, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization, reorganization and similar laws affecting creditors’ rights generally and to general equitable principles.

Authorization. The Investor has all requisite power, authority, full power and capacity authority to enter into this Agreement and to perform its obligations under this Agreement. This Agreement has been duly authorizedAgreement, executed, and delivered by to which the Investor. This AgreementInvestor is a party, when executed and delivered by the Investor, will constitute valid and legally binding obligations of such Investor the Investor, enforceable in accordance with its terms, subject, except as to enforcement of remedies, to limited by applicable bankruptcy, insolvency, reorganization, moratorium, reorganizationfraudulent conveyance, and similar any other laws of general application affecting enforcement of creditors’ rights generally generally, and as limited by laws relating to general the availability of specific performance, injunctive relief, or other equitable principlesremedies.

Authorization. The Investor has all requisite power, authority, authority and capacity to enter into this Agreement Agreement, and the Shareholders Agreement, and to perform its obligations under this Agreementhereunder and thereunder. This Agreement has been duly authorized, executed, executed and delivered by the Investor. This Agreement and the Shareholders Agreement, when executed and delivered by the Investor, will constitute valid and legally binding obligations of such Investor enforceable in accordance with its termsthe Investor, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization, reorganization and similar laws affecting creditors’ rights generally and to general equitable principles.

Authorization. The Each Investor has all requisite power, authority, authority and capacity to enter into this Agreement Agreement, and to perform its obligations under this Agreement. This Agreement has been duly authorized, executed, executed and delivered by the such Investor. This Agreement, when executed and delivered by the such Investor, will constitute valid and legally binding obligations of such Investor enforceable in accordance with its termsInvestor, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization, reorganization and similar laws affecting creditors’ rights generally and to general equitable principles.

Authorization. The Such Investor has all requisite power, authority, full power and capacity authority to enter into this Agreement and to perform its obligations under this Agreement. This Agreement has been duly authorized, executed, and delivered by the Investor. This Agreement, when executed and, assuming due and delivered by valid execution and delivery hereof, the Investor, will constitute Agreement constitutes its valid and legally binding obligations of such Investor obligation, enforceable in accordance with its terms, subject, terms except (i) as to enforcement of remedies, to limited by applicable bankruptcy, insolvency, reorganization, moratorium, reorganizationand other laws of general application affecting enforcement of creditors' rights generally, and similar (ii) as limited by laws affecting creditors’ rights generally and relating to general the availability of specific performance, injunctive relief, or other equitable principlesremedies.

Authorization. The Investor has all requisite powerthe full right, authority, power and capacity authority to enter into this Agreement and to perform its the Investor’s obligations under this Agreement. This Agreement has been duly authorized, executedthe Notes and any Warrants, and delivered by the Investor. This this Agreement, when executed and delivered by the Investor, will shall constitute valid and legally binding obligations of such Investor the Investor, enforceable in accordance with its terms, subject, as subject to enforcement laws of remedies, general application relating to applicable bankruptcy, insolvency, moratorium, reorganization, moratorium and similar laws affecting creditors’ rights generally the relief of debtors and to general rules of law governing specific performance, injunctive relief or other equitable principlesremedies.

Authorization. The Such Investor has all requisite power, authority, full power and capacity authority to enter into this Agreement and to perform its obligations under this Agreement. This Agreement has been duly authorized, executed, and delivered by the Investor. This The Agreement, when executed and delivered by the such Investor, will constitute valid and legally binding obligations of such Investor Investor, enforceable in accordance with its terms, subject, except as to enforcement of remedies, to limited by applicable bankruptcy, insolvency, reorganization, moratorium, reorganizationfraudulent conveyance, and similar any other laws of general application affecting enforcement of creditors’ ' rights generally generally, and as limited by laws relating to general the availability of specific performance, injunctive relief, or other equitable principlesremedies.

Authorization. The Investor has all requisite power, authority, full power and capacity authority to enter into and perform under this Agreement and to perform in accordance with its obligations under this Agreementterms. This Agreement has been duly authorized, executed, and delivered authorized by all necessary action on the part of the Investor. This Agreement, when has been duly executed and delivered by each the Investor, will constitute and is the valid and legally binding obligations agreement of such the Investor and is enforceable against the Investor in accordance with its terms, subject, except as to enforcement of remedies, to applicable enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization, and reorganization or other similar laws affecting the enforcement of creditors’ rights generally and to general judicial limitations on the remedy of specific enforcement and other equitable principlesremedies.

Authorization. The Investor has all requisite power, authority, full power and capacity authority to enter into this Agreement and to perform its obligations under this Agreement. This Agreement has been duly authorized, executed, and delivered by the Investor. This Agreement, when executed and delivered by the Investor, will constitute valid and legally binding obligations of such Investor the Investor, enforceable in accordance with its terms, subject, except as to enforcement of remedies, to limited by applicable bankruptcy, insolvency, reorganization, moratorium, reorganizationfraudulent conveyance, and similar any other laws of general application affecting enforcement of creditors’ rights generally generally, and as limited by laws relating to general the availability of a specific performance, injunctive relief, or other equitable principlesremedies.

Authorization. The Investor has all requisite power, authority, full power and capacity authority to enter into this Agreement and to perform its obligations under this Agreement. This Agreement has been duly authorized, executed, and delivered by the Investor. This Agreement, when executed and delivered by the Investor, will constitute this Agreement constitutes a valid and legally binding obligations obligation of such Investor the Investor, enforceable in accordance with its terms, subject, except (i) as to enforcement of remedies, to limited by applicable bankruptcy, insolvency, reorganization, moratorium, reorganization, and similar other laws of general application affecting enforcement of creditors’ rights generally generally, and (ii) as limited by laws relating to general the availability of specific performance, injunctive relief, or other equitable principlesremedies.

Authorization. The Investor has all requisite power, authority, represents and capacity warrants that it is legally competent to enter into this Agreement and to perform its obligations under this Agreement. This Agreement has been duly authorized, executed, and delivered by the Investor. This Agreement, when executed and delivered by the Investor, will constitute valid and legally binding obligations of such Investor the Investor, enforceable in accordance with its their terms, subject, except as to enforcement of remedies, to limited by applicable bankruptcy, insolvency, reorganization, moratorium, reorganizationfraudulent conveyance, and similar any other laws of general application affecting enforcement of creditors’ rights generally generally, and as limited by Laws relating to general the availability of specific performance, injunctive relief, or other equitable principlesremedies.

Authorization. The Investor has all requisite power, authority, full power and capacity authority to enter into this Agreement and to perform its obligations under the Other Agreements; and each of this Agreement. This Agreement has been duly authorized, executed, and delivered by the Investor. This AgreementOther Agreements, when executed and delivered by the Investorall Parties thereto, will constitute a valid and legally binding obligations obligation of such Investor the Investor, enforceable in accordance with its terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization, reorganization and similar laws affecting creditors’ ' rights generally and to general equitable principles.

Authorization. The Such Investor has all requisite power, authority, authority and capacity to enter into and perform this Agreement and the Shareholders Agreement, and to perform its obligations under this Agreement and the Shareholders Agreement. This Agreement has been duly authorized, executed, executed and delivered by the such Investor. This Agreement and the Shareholders Agreement, when executed and delivered by the such Investor, will constitute valid and legally binding obligations of such Investor enforceable in accordance with its termsInvestor, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization, reorganization and similar laws Laws affecting creditors’ rights generally and to general equitable principles.

Authorization. The Investor has all requisite power, authority, full power and capacity authority to enter into execute and deliver this Agreement and to perform its obligations under this Agreementhereunder in accordance with the terms hereof. This Agreement has been duly authorized, executedbeen, and delivered by the Investor. This Agreementat or prior to each respective Closing will have been, when duly executed and delivered by the Investor, will constitute and constitutes the legal, valid and legally binding obligations obligation of such the Investor, enforceable against the Investor enforceable in accordance with its terms, subject, except as to enforcement of remedies, to enforceability may be limited by applicable bankruptcy, insolvency, moratoriumfraudulent transfer, reorganization, moratorium and similar laws relating to or affecting the enforcement of creditors’ rights generally and to by general equitable principles.

Authorization. The Investor has all requisite power, authority, and capacity to enter into this Agreement and to perform its obligations under this Agreement. This Agreement has been duly authorized, executed, and delivered authorized by all ------------- necessary corporate action on the part of the Investor. This Agreement, when executed and delivered by Agreement constitutes the Investor, will constitute 's valid and legally binding obligations of such Investor obligation, enforceable in accordance with its terms, subject, except as to enforcement of remedies, to enforceability may be limited by (a) applicable bankruptcy, insolvency, moratorium, reorganization, and similar reorganization or other laws of general application relating to or affecting the enforcement of creditors’ ' rights generally and (b) the effect of rules of law governing the availability of equitable remedies. The Investor has full corporate power and authority to general equitable principlesenter into this Agreement.

Authorization. The Investor has all requisite power, authority, full power and capacity authority to enter into this Agreement and to perform its obligations under this Agreement. This Agreement has been duly authorized, executed, and delivered by the Investor. This Agreement, when executed and delivered by the Investor, will constitute a valid and legally binding obligations obligation of such Investor the Investor, enforceable in accordance with its terms, subject, except as to enforcement of remedies, to limited by applicable bankruptcy, insolvency, reorganization, moratorium, reorganizationfraudulent conveyance, and similar any other laws of general application affecting enforcement of creditors’ ' rights generally generally, and as limited by laws relating to general the availability of a specific performance, injunctive relief, or other equitable principlesremedies.

Authorization. The Such Investor has all requisite powerfull capacity, authority, power and capacity authority to enter into and perform this Agreement, and all actions necessary to authorize the execution, delivery and performance of this Agreement and have been taken prior to perform its obligations under this Agreementthe Closing. This Agreement has been duly authorized, executed, and delivered by the Investor. This Agreement, when executed and delivered by the Investor, will constitute constitutes a valid and legally binding obligations obligation of such Investor Investor, enforceable in accordance with its respective terms, subject, except as to enforcement of remedies, to applicable the same may be limited by bankruptcy, insolvency, moratorium, reorganization, and similar other laws of general application affecting the enforcement of creditors’ rights generally and to general equitable principlesgenerally.

Authorization. The Investor has all requisite power, authority, and capacity to enter into this Agreement and to perform its obligations under this Agreement. This Agreement has been duly authorizedauthorized (including as approved by the investment committee and the board of directors of the Investor), executed, and delivered by the Investor. This Agreement, when executed and delivered by the Investor, will constitute valid and legally binding obligations of such Investor enforceable in accordance with its terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization, and similar laws affecting creditors’ rights generally and to general equitable principles.

Authorization. The Investor has all requisite power, authority, execution and capacity to enter into this Agreement and to perform its obligations under delivery of this Agreement. This Agreement has , the performance of all obligations of the Investor hereunder, have been duly authorized, executed, and delivered authorized by the Investor. This Agreement, when executed and delivered by Agreement constitutes the Investor, will constitute valid and legally binding obligations obligation of such Investor the Investor, enforceable in accordance with its terms, subject, except (i) as to enforcement of remedies, to limited by applicable bankruptcy, insolvency, reorganization, moratorium, reorganization, and similar other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to general the availability of specific performance, injunctive relief, or other equitable principlesremedies.

Authorization. The Such Investor has all requisite power, authority, authority and capacity to enter into this Agreement, the Shareholders Agreement and to perform its obligations under this Agreement, the Shareholders Agreement. This Agreement has been duly authorized, executed, executed and delivered by the such Investor. This Agreement and the Shareholders Agreement, when executed and delivered by the such Investor, will constitute valid and legally binding obligations of such Investor enforceable in accordance with its termsInvestor, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization, reorganization and similar laws affecting creditors’ rights generally and to general equitable principles.

Authorization. The Investor has all requisite power, authority, and capacity to enter into this Agreement and to perform its obligations under this Agreement. This Agreement has been duly authorized, executed, executed and delivered by the Investor. This AgreementInvestor and constitutes the valid and binding agreement of the Investor enforceable in accordance with its terms, and each other agreement required to be entered into by the Investor pursuant to the terms and conditions hereof, when executed and delivered by the Investor, will constitute the valid and legally binding obligations agreement of such the Investor enforceable in accordance with its terms, subject, except as to enforcement of remedies, to applicable may be limited by bankruptcy, insolvency, moratorium, reorganization, and reorganization or similar laws affecting creditors’ ' rights generally generally. Each Investor which is not a natural person has all requisite power and authority to enter into this Agreement and to general equitable principlesperform its obligations hereunder.

Authorization. The Investor has all requisite power, authority, corporate (or other) power and capacity authority to enter into this Agreement and to perform its obligations under this Agreementthe transactions contemplated hereby. This Agreement has been duly authorized, executed, and delivered by the Investor. This Agreement, when When executed and delivered by delivered, this Agreement constituted the legal, valid and binding obligation of the Investor, will constitute valid and legally binding obligations of such enforceable against the Investor enforceable in accordance with its terms, subject, except as to enforcement of remedies, to may be limited by applicable bankruptcy, insolvency, moratoriumfraudulent transfer, reorganization, moratorium and similar other laws affecting creditors’ rights generally and to general equitable principlesprinciples of equity.

Authorization. The Investor has all the requisite power, authority, power and capacity is duly authorized to enter into this Agreement execute and deliver the Transaction Agreements and has taken all necessary action to perform its obligations under this Agreementconsummate the transactions contemplated hereby and thereby. This Agreement has The Transaction Agreements have been duly authorized, executed, and delivered by the Investor. This Agreement, when executed and delivered by the Investor, will Investor and constitute valid and legally binding obligations of such Investor the Investor, enforceable in accordance with its their respective terms, subjectsubject to, as to enforcement (a) the laws of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization, bankruptcy and similar the laws affecting creditors’ rights generally and to general (b) the availability of equitable principlesremedies.

Authorization. The Investor has all the requisite power, authority, power and capacity is duty authorized to enter into execute and deliver this Agreement and has taken all necessary action to perform its obligations under this Agreementconsummate the transactions contemplated hereby. This Agreement has been duly authorized, executed, and delivered by the Investor. This Agreement, when executed and delivered by the Investor, will investor and constitute valid and legally binding obligations of such Investor the Investor, enforceable in accordance with its their respective terms, subject, as subject to enforcement laws of remedies, general application relating to applicable bankruptcy, insolvency, moratorium, reorganization, insolvency and similar laws affecting creditors’ rights generally the relief of debtors and subject to general equity principles and to general limitations on the availability of equitable principlesrelief, including specific performance.

Authorization. The Investor has all requisite power, authority, full power and capacity authority to enter into this Agreement and to perform its obligations under this Agreement. This The Agreement has been duly authorized, executed, and delivered by constitutes the Investor. This Agreement, when executed and delivered by the Investor, will constitute valid and legally binding obligations of such the Investor enforceable in accordance with its terms, subject, except (i) as to enforcement of remedies, to limited by applicable bankruptcy, insolvency, reorganization, moratorium, reorganization, and similar other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to general the availability of specific performance, injunctive relief, or other equitable principlesremedies.

Authorization. The Such Investor has all requisite power, authority, authority and capacity to enter into this Agreement and the Shareholders Agreement, and to perform its obligations under this Agreement and the Shareholders Agreement. This Agreement has been duly authorized, executed, executed and delivered by the such Investor. This Agreement and the Shareholders Agreement, when executed and delivered by the such Investor, will constitute valid and legally binding obligations of such Investor enforceable in accordance with its termsthe investor, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization, reorganization and similar laws affecting creditors’ rights generally and to general equitable principles.

Authorization. The Such Investor has all requisite power, authority, full power and capacity authority to enter into this Agreement and to perform its obligations under this Agreement. This Agreement has been duly authorized, executed, and delivered by the Investor. This Agreement, when executed and, assuming due and delivered by valid execution and delivery hereof, the Investor, will constitute Agreement constitutes its valid and legally binding obligations of such Investor obligation, enforceable in accordance with its terms, subject, terms except (i) as to enforcement of remedies, to limited by applicable bankruptcy, insolvency, reorganization, moratorium, reorganization, and similar other laws of general application affecting enforcement of creditors’ rights generally generally, and (ii) as limited by laws relating to general the availability of specific performance, injunctive relief, or other equitable principlesremedies.

Authorization. The execution, delivery and performance by the Investor has all requisite power, authority, and capacity to enter into of this Agreement and to perform its obligations under this Agreement. This Agreement has been duly authorized, executed, authorized and delivered by the Investor. This Agreement, when this Agreement has been duly executed and when delivered by the Investor, will constitute the valid and legally binding obligations obligation of such the Investor, enforceable against the Investor enforceable in accordance with its terms, subject, as subject to enforcement of remedies, to applicable bankruptcy, insolvency, moratoriumfraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally and to general equitable principlesgenerally.

Authorization. The Each Investor has all requisite power, authority, authority and capacity to enter into this Agreement and the Rights Agreement, and to perform its obligations under this Agreement and the Rights Agreement. This Agreement and the Rights Agreement has been duly authorized, executed, executed and delivered by the such Investor. This Agreement and the Rights Agreement, when executed and delivered by the such Investor, will constitute valid and legally binding obligations of such Investor enforceable in accordance with its termsInvestor, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization, reorganization and similar laws affecting creditors’ rights generally and to general equitable principles.

Authorization. The Such Investor represents that it has all requisite powerthe full right, authority, power and capacity authority to enter into this Agreement and to perform its obligations under this Agreement. This Agreement has been duly authorized, executed, and delivered by the Investor. This Agreement, this Agreement when executed and delivered by the such Investor will constitute a valid and binding obligation of such Investor, will constitute valid and legally binding obligations of such Investor enforceable in accordance with its terms, subject, as subject to enforcement the laws of remedies, general application relating to applicable bankruptcy, insolvencyinsolvency and the relief of debtors, moratoriumrules of law governing specific performance, reorganization, and similar laws affecting creditors’ rights generally and to general injunctive relief or other equitable principlesremedies.

Authorization. The Investor has all requisite power, authority, legal and capacity other power and authority to enter into execute and deliver this Agreement and to carry out and perform its obligations under the terms of this Agreement. This Agreement has been duly authorized, executed, and delivered by the Investor. This Agreement, when executed and delivered by the Investor, will constitute constitutes a valid and legally binding obligations obligation of such Investor enforceable in accordance with its terms, subject, subject as to enforcement of remediesenforcement, to applicable bankruptcy, insolvency, moratorium, reorganization, reorganization and similar other laws of general applicability relating to or affecting creditors’ rights generally and to general equitable equity principles.. 2.6

Authorization. The Investor has all requisite power, authority, Investors have full power and capacity authority to enter into this Agreement and to perform its obligations under this Agreement. This Agreement has been duly authorized, executed, and delivered by the Investor. This Agreement, when executed and delivered by the InvestorInvestors, will constitute a valid and legally binding obligations obligation of such Investor the Investors, enforceable in accordance with its terms, subject, except as to enforcement of remedies, to limited by applicable bankruptcy, insolvency, reorganization, moratorium, reorganizationfraudulent conveyance, and similar any other laws of general application affecting enforcement of creditors’ rights generally generally, and as limited by laws relating to general the availability of a specific performance, injunctive relief, or other equitable principlesremedies.

Authorization. The execution, delivery and performance by such Investor has all requisite power, authority, and capacity to enter into of this Agreement have been duly authorized and to perform its obligations under this Agreement. This Agreement has been duly authorized, executed, and delivered by the Investor. This Agreement, when executed and when delivered by the Investor, will constitute the valid and legally binding obligations obligation of such Investor, enforceable against such Investor enforceable in accordance with its terms, subject, as subject to enforcement of remedies, to applicable bankruptcy, insolvency, moratoriumfraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally generally, and to general equitable principlesprinciples of equity.

Authorization. The Investor has all requisite power, authority, and capacity to enter into this Agreement and to perform its obligations under this Agreement. This Agreement has been duly authorized, executed, and delivered by the Investor. This Agreement, when executed and delivered by the Investor, will constitute and assuming the due authorization, execution and delivery by Company, constitutes the valid and legally binding obligations obligation of such the Investor, enforceable against the Investor enforceable in accordance with its terms, subject, except (i) as to enforcement of remedies, to limited by applicable bankruptcy, insolvency, moratorium, reorganization, moratorium and similar other laws of general application affecting enforcement of creditors’ rights generally and generally, or (ii) as limited by laws relating to general the availability of specific performance, injunctive relief or other equitable principlesremedies.

Authorization. The execution, delivery and performance by such Investor has all requisite power, authority, and capacity to enter into of this Agreement and to perform its obligations under this Agreement. This Agreement has have been duly authorized, executed, authorized and delivered by will each constitute the Investor. This Agreement, when executed and delivered by the Investor, will constitute valid and legally binding obligations obligation of such Investor, enforceable against such Investor enforceable in accordance with its their respective terms, subject, as subject to enforcement of remedies, to applicable bankruptcy, insolvency, moratoriumfraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally and to general equitable principlesgenerally.

Authorization. The Such Investor has all requisite power, authority, full power and capacity authority to enter into this Agreement and to perform its obligations under this Agreement. This Agreement has been duly authorized, executed, and delivered by the Investor. This Agreement, when executed and delivered by the such Investor, will constitute valid and legally binding obligations of such Investor, enforceable against such Investor enforceable in accordance with its their terms, subject, except as to enforcement of remedies, to limited by applicable bankruptcy, insolvency, reorganization, moratorium, reorganization, fraudulent conveyance and similar any other laws of general application affecting enforcement of creditors’ rights generally generally, and as limited by laws relating to general the availability of specific performance, injunctive relief or other equitable principlesremedies.

Authorization. The Such Investor has all requisite power, authority, full power and capacity authority to enter into and perform under this Agreement and to perform in accordance with its obligations under this Agreementterms. This Agreement has been duly authorizedauthorized by all necessary action on the part of such Investor, executed, and delivered by the Investor. This Agreement, when has been duly executed and delivered by the each such Investor, will constitute and is the valid and legally binding obligations agreement of each such Investor and is enforceable against each such Investor in accordance with its terms, subject, except as to enforcement of remedies, to applicable enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization, and reorganization or other similar laws affecting the enforcement of creditors’ rights generally and to general judicial limitations on the remedy of specific enforcement and other equitable principlesremedies.

Authorization. The Investor has all requisite power, authority, corporate (or other) power and capacity authority to enter into this Agreement and to perform its obligations under this Agreementthe transactions contemplated hereby. This Agreement has been duly authorized, executed, and delivered by the Investor. This Agreement, when When executed and delivered by this Agreement constituted the legal, valid and binding obligation of the Investor, will constitute valid and legally binding obligations of such enforceable against the Investor enforceable in accordance with its terms, subject, except as to enforcement of remedies, to may be limited by applicable bankruptcy, insolvency, moratoriumfraudulent transfer, reorganization, moratorium and similar other laws affecting creditors’ rights generally and to general equitable principlesprinciples of equity.

Authorization. The This Agreement constitutes such Investor's valid and legally binding obligation, enforceable in accordance with its terms except as may be limited by (i) applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the enforcement of creditors' rights generally, and (ii) the effect of rules of law governing the availability of equitable remedies. Each Investor represents that such Investor has all requisite power, authority, full power and capacity authority to enter into this Agreement and to perform its obligations under this Agreement. This Agreement has been duly authorized, executed, authorized the execution and delivered by delivery of the Investor. This Agreement, when executed and delivered by the Investor, will constitute valid and legally binding obligations of such Investor enforceable in accordance with its terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization, and similar laws affecting creditors’ rights generally and to general equitable principlessame.

Authorization. The Such Investor has taken all requisite poweraction necessary to authorize its execution and delivery of this Agreement, authorityits performance of its obligations hereunder, and capacity to enter into its consummation of the transactions contemplated hereby and this Agreement and to perform its obligations under this Agreement. This Agreement has been duly authorized, executed, and delivered by the Investor. This Agreement, when executed and delivered by the Investor, will constitute valid and legally binding obligations an officer or other authorized representative of such Investor in accordance with such authorization. This Agreement constitutes a valid and binding obligation of such Investor, enforceable in accordance with its terms, subjectsubject to bankruptcy, as to enforcement of remedies, to applicable bankruptcyreorganization, insolvency, moratorium, reorganization, and similar laws affecting creditors’ ' rights generally and to general equitable principlesprinciples of equity.

Authorization. The Investor has all requisite power, authority, full power and capacity authority to enter into this Agreement and to perform its obligations under this Agreement. This Agreement has been duly authorized, executed, and delivered by the Investor. This Agreement, when executed and delivered by the Investor, assuming due execution and delivery by the Company, will constitute a valid and legally binding obligations obligation of such Investor the Investor, enforceable in accordance with its terms, subject, except as to enforcement of remedies, to limited by applicable bankruptcy, insolvency, reorganization, moratorium, reorganizationfraudulent conveyance, and similar any other laws of general application affecting enforcement of creditors’ ' rights generally generally, and as limited by laws relating to general the availability of a specific performance, injunctive relief, or other equitable principlesremedies.

Authorization. The Investor has all requisite power, authority, authority and capacity to enter into this Agreement and the Shareholders Agreement, and to perform its obligations under this Agreement and the Shareholders Agreement. This Agreement has been duly authorized, executed, executed and delivered by the such Investor. This Agreement and the Shareholders Agreement, when executed and delivered by the such Investor, will constitute valid and legally binding obligations of such Investor enforceable in accordance with its termsInvestor, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization, reorganization and similar laws Laws affecting creditors’ rights generally and to general equitable principles.

Authorization. The Investor has all requisite powerexecution, authority, delivery and capacity to enter into performance of this Agreement and to perform its obligations under this Agreement. This Agreement has been duly authorized, executed, and delivered authorized by the Investor. This Agreement, when executed and delivered by the Parties in accordance with the terms hereof, shall constitute a valid and binding obligation of Investor, will constitute valid and legally binding obligations of such enforceable against Investor enforceable in accordance with its terms, subject, except as to enforcement of remedies, to such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, and reorganization or similar laws affecting creditors’ rights generally and to by general equitable principles.

Authorization. The Investor has all requisite power, authority, authority and capacity to enter into this Agreement and the Shareholders’ Agreement, and to perform its obligations under this Agreement and the Shareholders’ Agreement. This Agreement has been duly authorized, executed, executed and delivered by the Investor. This Agreement and the Shareholders’ Agreement, when executed and delivered by the Investor, will constitute valid and legally binding obligations of such Investor enforceable in accordance with its termsthe Investor, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization, reorganization and similar laws affecting creditors’ rights generally and to general equitable principles.

Authorization. The Investor has all requisite power, authority, full power and capacity authority to enter into this Agreement and to perform its obligations under this Agreement. This Agreement has been duly authorized, executed, and delivered by the Investor. This The Agreement, when executed and delivered by the Investor, will constitute valid and legally binding obligations of such Investor the Investor, enforceable in accordance with its terms, subject, except as to enforcement of remedies, to limited by applicable bankruptcy, insolvency, reorganization, moratorium, reorganizationfraudulent conveyance, and similar any other laws of general application affecting enforcement of creditors’ ' rights generally generally, and as limited by laws relating to general the availability of specific performance, injunctive relief, or other equitable principlesremedies.

Authorization. The Such Investor has all requisite power, authority, full power and capacity authority to enter into this Agreement and to perform its obligations under this Agreement. This Agreement has been duly authorized, executed, and delivered by the Investor. This that this Agreement, when executed and delivered by the Investordelivered, will constitute a valid and legally binding obligations obligation of such Investor Investor, enforceable in accordance with its terms, subject, their respective terms except (i) (as to enforcement of remedies, to limited by applicable bankruptcy, insolvency, moratorium, reorganization, moratorium and similar other laws of general application affecting enforcement of creditors’ ' rights generally generally, and (ii) as limited by laws relating to general the availability of specific performance, injunctive relief or other equitable principlesremedies.