Common use of Authority Clause in Contracts

Authority. This Agreement has been validly authorized, executed and delivered by the Purchaser and is a valid and binding agreement enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authority. This Agreement has been validly authorized, executed and delivered by the Purchaser Subscriber and is a valid and binding agreement enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance subject to the general principles of equity and to bankruptcy or similar other laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity)generally.

Authority. This Agreement has been validly authorized, executed and delivered by the Purchaser Subscriber and is a valid and binding agreement enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance conveyance, moratorium, reorganization, or similar laws relating to, or affecting generally the enforcement of of, creditors’ rights generally and subject to general remedies or by equitable principles of equity (regardless general application and except as enforcement of whether enforcement is sought in a proceeding at law rights to indemnity and contribution may be limited by federal and state securities laws or in equity)principles of public policy.

Authority. This Agreement has been validly authorized, executed and delivered by the Purchaser Subscriber and is a valid and binding agreement enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance subject to the general principles of equity and to bankruptcy or similar other laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity)generally.

Authority. This Agreement has been validly authorized, executed and delivered by the Purchaser Investor and is a valid and binding agreement enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance conveyance, moratorium, reorganization, or similar laws relating to, or affecting generally the enforcement of of, creditors’ rights generally and subject to general remedies or by equitable principles of equity (regardless general application and except as enforcement of whether enforcement is sought in a proceeding at law rights to indemnity and contribution may be limited by federal and state securities laws or in equity)principles of public policy.

Authority. This Agreement has been duly authorized and validly authorized, executed and delivered by the Purchaser Investor and is a valid and binding agreement of the Investor enforceable against it in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance or similar laws relating to, or affecting generally the enforcement of of, creditors’ ' rights generally and subject to general remedies or by other equitable principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity)general application.

Authority. This Agreement has been validly authorized, executed and delivered by the Purchaser Subscriber and is a valid and binding agreement enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance conveyance, moratorium, reorganization, or similar laws relating to, or affecting generally the enforcement of of, creditors’ rights generally and subject to general remedies or by equitable principles of equity general application and except as enforcement of rights to indemnity and contribution may be limited by federal and state securities laws or principles of public policy (regardless of whether enforcement is sought in a proceeding at law or in equitythe “Enforceability Exceptions”).

Authority. This Agreement has been validly authorized, executed and delivered by the Purchaser Sponsor and is a valid and binding agreement enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance subject to the general principles of equity and to bankruptcy or similar other laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity)generally.

Authority. This Agreement has been validly duly authorized, executed and delivered by the Purchaser and is constitutes a valid and binding agreement of the Purchaser enforceable in accordance with its terms, except as such enforceability to the extent that enforcement thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance reorganization or similar other laws affecting the enforcement of creditors’ rights generally and subject to or by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity)equitable principles.

Authority. This Agreement has been validly authorized, executed and delivered by the Purchaser Investor and is a valid and binding agreement enforceable against Investor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance conveyance, moratorium, reorganization, or similar laws relating to, or affecting generally the enforcement of of, creditors’ rights generally and subject to general remedies or by equitable principles of equity (regardless general application and except as enforcement of whether enforcement is sought in a proceeding at law rights to indemnity and contribution may be limited by federal and state securities laws or in equity)principles of public policy.

Authority. This Agreement has been validly authorized, executed and delivered by the Purchaser Investor and is a valid and binding agreement enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance subject to the general principles of equity and to bankruptcy or similar other laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity)generally.

Authority. This Agreement has been duly authorized and validly authorizedexecuted, executed and delivered by the Purchaser and is a valid and binding agreement enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance subject to general principles of equity and to bankruptcy or similar other laws affecting the enforcement of creditors’ ' rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity)generally.

Authority. This Agreement has been validly authorized, executed and delivered by the Purchaser Investor and is a valid and binding agreement of Investor enforceable against Investor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance conveyance, moratorium, reorganization, or similar laws relating to, or affecting generally the enforcement of of, creditors’ rights generally and subject to general remedies or by equitable principles of equity (regardless general application and except as enforcement of whether enforcement is sought in a proceeding at law rights to indemnity and contribution may be limited by federal and state securities laws or in equity)principles of public policy.

Authority. This Agreement has been validly authorized, executed and delivered by the Purchaser Investor and is a valid and binding agreement enforceable against Investor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance conveyance, moratorium, reorganization or similar laws relating to, or affecting generally the enforcement of of, creditors’ rights generally and subject to general remedies or by equitable principles of equity (regardless general application and except as enforcement of whether enforcement is sought in a proceeding at law rights to indemnity and contribution may be limited by federal and state securities laws or in equity)principles of public policy.

Authority. This Agreement has been validly authorized, executed and delivered by the Purchaser Director and is a valid and binding agreement enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance conveyance, moratorium, reorganization, or similar laws relating to, or affecting generally the enforcement of of, creditors’ rights generally and subject to general remedies or by equitable principles of equity (regardless general application and except as enforcement of whether enforcement is sought in a proceeding at law rights to indemnity and contribution may be limited by federal and state securities laws or in equity)principles of public policy.

Authority. This Agreement has been validly authorized, executed and delivered by the Purchaser and is a valid and binding agreement enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance subject to the general principles of equity and to bankruptcy or similar other laws affecting the enforcement of creditors’ rights generally generally. The execution, delivery and subject performance of this Agreement by the Purchaser does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to general principles of equity (regardless of whether enforcement which the Purchaser is sought in a proceeding at law or in equity)party.

Authority. This Agreement has been validly authorized, executed and delivered by each of the Purchaser Purchasers and is a valid and binding agreement enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authority. This Agreement has been duly authorized and validly authorized, executed and delivered by the Purchaser and is a valid and binding agreement of the Purchaser enforceable against it in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance or similar laws relating to, or affecting generally the enforcement of of, creditors’ ' rights generally and subject to general remedies or by other equitable principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity)general application.

Authority. This Agreement has been validly authorized, executed and delivered by the Purchaser Investor and is a valid and binding agreement enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance conveyance, moratorium, reorganization, or similar laws relating to, or affecting generally the enforcement of of, creditors’ ' rights generally and subject to general remedies or by equitable principles of equity (regardless general application and except as enforcement of whether enforcement is sought in a proceeding at law rights to indemnity and contribution may be limited by federal and state securities laws or in equity)principles of public policy.

Authority. This Agreement has been validly authorized, executed and delivered by the Purchaser Subscriber and is a valid and binding agreement enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authority. This Agreement has been validly authorized, executed and delivered by the Purchaser and is a valid and binding agreement enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance subject to the general principles of equity and to bankruptcy or similar other laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity)generally.

Authority. This Agreement has been validly authorized, executed and delivered by the Purchaser each Investor and is a valid and binding agreement enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance conveyance, moratorium, reorganization, or similar laws relating to, or affecting generally the enforcement of of, creditors’ rights generally and subject to general remedies or by equitable principles of equity (regardless general application and except as enforcement of whether enforcement is sought in a proceeding at law rights to indemnity and contribution may be limited by federal and state securities laws or in equity)principles of public policy.

Authority. This Agreement has been validly authorized, executed and delivered by the Purchaser and is constitutes a valid and binding agreement of the Purchaser enforceable in accordance with its terms, except as such enforceability to the extent that enforcement thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance reorganization or similar other laws affecting the enforcement of creditors’ rights generally and subject to or by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity)equitable principles.

Authority. This Agreement has been duly authorized and validly authorizedexecuted, executed and delivered by the such Purchaser and is a valid and binding agreement enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance subject to general principles of equity and to bankruptcy or similar other laws affecting the enforcement of creditors’ ' rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity)generally.

Authority. This Agreement has been duly authorized by all necessary corporate action and no further consent or authorization of the Purchaser, or its Board of Directors or stockholders is required. This Agreement was validly authorized, executed and delivered by the Purchaser and each is a valid and binding agreement of the Purchaser enforceable against it in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance or similar laws relating to, or affecting generally the enforcement of of, creditors’ ' rights generally and subject to general remedies or by other equitable principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity)general application.

Authority. This Agreement has been validly authorized, executed and delivered by the Purchaser Purchasers and is a valid and binding agreement enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authority. This Upon execution and delivery by you, this Agreement has been validly authorized, executed and delivered by the Purchaser and is a legal, valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar other laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authority. This Agreement has been validly authorized, executed and delivered by the Purchaser and is a valid and binding agreement enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).. ​

Authority. This Agreement has been validly duly authorized, executed and delivered by the Purchaser Buyer and is constitutes a legal, valid and binding agreement obligation of Buyer, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable subject to the effect of any bankruptcy, insolvency, fraudulent conveyance conveyance, moratorium, or other similar laws affecting the enforcement of creditors’ rights and remedies generally and subject to general equitable principles of equity (regardless of whether enforcement is sought considered in a proceeding at law or in equity), including the discretion of the courts in granting equitable relief.

Authority. This Agreement has been duly and validly authorized, executed and delivered by on behalf of the Purchaser and is a valid and binding agreement of the Purchaser, enforceable in accordance with its terms, except as such enforceability to the extent that enforcement of this Agreement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of now or hereafter in effect relating to creditors’ ' rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authority. This Agreement has been validly authorized, executed and delivered by the such Purchaser and is a valid and binding agreement enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authority. This Agreement has been validly authorized, executed and delivered by the Purchaser Investor and is a valid and binding agreement enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance conveyance, moratorium, reorganization or similar laws relating to, or affecting generally the enforcement of of, creditors’ rights generally and subject to general remedies or by equitable principles of equity (regardless general application and except as enforcement of whether enforcement is sought in a proceeding at law rights to indemnity and contribution may be limited by federal and state securities laws or in equity)principles of public policy.

Authority. This Agreement has been validly duly authorized, executed and delivered by the Purchaser and is constitutes a valid and binding agreement of the Purchaser enforceable in accordance with its terms, except as such enforceability to the extent that enforcement thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance reorganization or similar other laws affecting the enforcement of creditors’ ' rights generally and subject to or by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity)equitable principles.

Authority. This Agreement has been validly authorized, executed and delivered by the Purchaser and is a valid and binding agreement enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general gen eral principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authority. This Agreement and the transactions contemplated hereby have been authorized by all necessary (partnership or limited liability company, as applicable) action, and this Agreement has been validly authorized, duly executed and delivered by the Purchaser and is a legal, valid and binding agreement of it, enforceable against it in accordance with its terms, terms (except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance transfer and similar Laws of general applicability relating to or similar laws affecting the enforcement of creditors’ rights generally and subject to or by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equityprinciples).

Authority. This Agreement has been validly authorized, executed and delivered by the Purchaser and is a valid and binding agreement enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).proceeding

Authority. This Agreement has been validly authorizedconstitutes a legal, executed and delivered by the Purchaser and is a valid and binding agreement obligation of Purchaser enforceable in accordance with its terms, except as such to the extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ ' rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity)generally.

Authority. This Agreement has been validly authorized, executed and delivered by the Purchaser and is a valid and binding agreement upon the Purchasers and is enforceable against the Purchasers in accordance with its terms, except as such enforceability may be limited by applicable subject to bankruptcy, reorganization, insolvency, fraudulent conveyance conveyance, moratorium, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity)generally.

Authority. This Agreement has been validly authorized, executed and delivered by the Purchaser and is a valid and binding agreement enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance subject to the general principles of equity and to bankruptcy or similar other laws affecting the enforcement of creditors’ rights generally generally. The execution, delivery and subject performance of this Agreement by Purchaser does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to general principles of equity (regardless of whether enforcement which Purchaser is sought in a proceeding at law or in equity)party.

Authority. This The execution of this Agreement has been validly authorized, executed and delivered duly --------- authorized by all necessary action by the Purchaser and Purchaser. Further, this Agreement is a valid and binding agreement of the Purchaser which is enforceable in accordance with its terms, terms except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance reorganization, moratorium, or similar other laws of general application relating to or affecting the enforcement of creditors’ ' rights generally and subject to by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity)equitable principles.

Authority. This Agreement has been validly authorized, executed and delivered by the Purchaser and is a valid and binding agreement enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance subject to the general principles of equity and to bankruptcy or similar other laws affecting the enforcement of creditors’ ' rights generally generally. The execution, delivery and subject performance of this Agreement by the Purchaser does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to general principles of equity (regardless of whether enforcement which the Purchaser is sought in a proceeding at law or in equity)party.