Common use of Authorization; Power Clause in Contracts

Authorization; Power. Such Purchaser has the requisite power and authority to enter into this Agreement and the Registration Rights Agreement and to perform its obligations hereunder and thereunder, including without limitation, to purchase the Shares being sold to it hereunder. The execution and delivery of this Agreement and the Registration Rights Agreement by such Purchaser, and the performance by the Purchaser of its obligations hereunder and thereunder, including the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate or partnership action, and no further consent or authorization of such Purchaser or its Board of Directors, stockholders, or partners, as the case may be, is required. This Agreement has been duly executed and delivered by such Purchaser. The Registration Rights Agreement will have been duly executed and delivered by such Purchaser at the Closing. Assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, this Agreement constitutes, and the Registration Rights Agreement shall constitute when executed and delivered, a valid and binding obligation of the Purchaser enforceable against such Purchaser in accordance with its terms, except as the foregoing may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, or other similar laws relating to or affecting generally the rights of creditors or by other equitable principles including those limiting the availability of specific performance, injunctive relief, and other equitable remedies.