Common use of Authorization Clause in Contracts

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Such Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of a specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the such agreement constitutes a valid and legally binding obligation of the Purchaserobligation, enforceable against the Purchaser in accordance with its terms, terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance bankruptcy and any other laws of general application affecting enforcement of creditors’ rights generally or and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its their terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application relating to or affecting the enforcement of creditors’ rights generally generally, or (iib) as limited by laws relating to the effect of rules of law governing the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. This Agreement constitutes the Purchaser's valid and legally binding obligation, enforceable in accordance with its terms except as may be limited by (a) applicable bankruptcy, insolvency, 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 Purchaser represents that the Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of a specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into the this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the this Agreement constitutes its valid and legally binding obligation of the Purchaserobligation, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any transfer and other laws of general application affecting enforcement of creditors’ rights generally or generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Each Purchaser severally represents that (a) it has full power and authority to enter into this Agreement. This Agreement and (b) this Agreement, when executed and delivered by the such Purchaser, will constitute the valid and legally binding obligation obligations of the such Purchaser, enforceable against the Purchaser in accordance with its their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreementthe Transaction Agreements. This AgreementThe Transaction Agreements to which the Purchaser is a party, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation obligations of the Purchaser, enforceable against the Purchaser in accordance with its their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when When executed and delivered by the Purchaser, will this Agreement shall constitute the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally generally, or (ii) as limited by laws relating to the availability of specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Each Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the such Purchaser, will constitute the valid and legally binding obligation obligations of the such Purchaser, enforceable against the Purchaser in accordance with its their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser has full power execution of this Agreement and authority to enter into this Agreement. This Agreement, when executed and delivered the performance by the Purchaser, will constitute Purchaser of the valid and legally binding obligation transactions contemplated by this Agreement have been duly authorized by all necessary action on the part of the Purchaser. This Agreement has been duly executed by the Purchaser and constitutes such the Purchaser’s legal, valid and binding obligation, enforceable against the Purchaser in accordance with its terms, except (i) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any reorganization or other laws of general application relating to or affecting the enforcement of creditors’ rights generally or (ii) as limited by laws relating to and the effect of rules of law governing the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Such Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ ' rights generally or (ii) generally, and as limited by laws relating to the availability of a specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally or (iib) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Each Purchaser has full power and authority to enter into this Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement, when executed and delivered by the Purchaser, will constitute the Agreement constitutes a valid and legally binding obligation of the such Purchaser, enforceable against the Purchaser in accordance with its terms, their respective terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium and any other laws of general application affecting enforcement of creditors’ rights generally or generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation obligations of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of a specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this the Agreement. This AgreementThe Agreement to which the Purchaser is a party, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation obligations of the Purchaser, enforceable against the Purchaser in accordance with its their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally generally, or (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Such Purchaser has full power and authority to ------------- enter into this Agreement. This Agreement, when executed Agreement and delivered by the Purchaser, will constitute the each such Agreement constitutes its valid and legally binding obligation of the Purchaserobligation, enforceable against the Purchaser in accordance with its terms, except as limited by (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ ' rights generally or generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Such Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into and perform its obligations under this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Such Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the such Purchaser, will constitute the valid and legally binding obligation of the such Purchaser, enforceable against the such Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally or and (iib) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser has the full right, power and authority to enter into and perform the Purchaser’s obligations under this Agreement. This Agreement, and this Agreement when executed and delivered by the Purchaser, Purchaser will constitute the valid and legally binding obligation obligations of the Purchaser, enforceable against the Purchaser in accordance with its their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other subject to the laws of general application affecting enforcement of creditors’ rights generally or (ii) as limited by laws relating to bankruptcy, insolvency and the availability relief of debtors, rules of law governing specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser Buyer has full power and authority to enter into this Agreement. This The Agreement, when executed and delivered by the PurchaserBuyer, will constitute the a valid and legally binding obligation of the PurchaserBuyer, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of a specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as limited by (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and conveyance, or any other laws of general application affecting enforcement of creditors’ rights generally generally, or (ii) as limited by laws relating to the availability of specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation obligations of the Purchaser, enforceable against the Purchaser in accordance with its their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Such Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of a specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser Purchase has full power and authority to enter into this Agreement. This , and this Agreement, when executed and delivered by the Purchaserdelivered, will constitute the valid and legally binding obligation obligations of the Purchaser, enforceable against the Purchaser in accordance with its their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ ' rights generally or (ii) generally, and as limited by laws relating to the availability of a specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser It has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of a specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The execution, delivery, and performance of this Agreement by the Purchaser has full power been duly authorized by all requisite action, and authority to enter into this Agreement. This AgreementAgreement constitutes the legal, when executed valid, and delivered by the Purchaser, will constitute the valid and legally binding obligation of the Purchaser, Purchaser enforceable against the Purchaser in accordance with its terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally or generally, and (iib) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its their terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance fraudu- lent conveyance, and any other laws of general application relating to or affecting enforcement the enforce- ment of creditors’ rights generally generally, or (iib) as limited by laws relating to the effect of rules of law governing the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this AgreementAgreement and the Note Documents. This AgreementEach of this Agreement and the Note Documents, when executed and delivered by the Purchaser, will constitute the a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws Laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of a specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation obligations of the Purchaser, enforceable against the Purchaser in accordance with its their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The This Agreement constitutes such Purchaser’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 Purchaser represents that such Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation obligations of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

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

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of a specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application relating to or affecting enforcement of creditors’ rights generally or generally, and (iib) as limited by laws relating to the availability of a specific performance, injunctive relief relief, or other equitable remedies.

Authorization. This Agreement constitutes the Purchaser’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. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Such Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the such Purchaser, will constitute the a valid and legally binding obligation of the such Purchaser, enforceable against the such Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and conveyance, or any other laws of general application affecting enforcement of creditors’ rights generally generally, or (ii) as limited by laws relating to the availability of specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation obligations of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of a specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser has full the requisite power and authority to enter into execute, deliver and perform this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) as limited and by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation obligations of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This AgreementAgreement which, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of a specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, Agreement when executed and delivered by the Purchaser, will constitute the a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of a specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation obligations of the Purchaser, enforceable against the Purchaser in accordance with its their terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Such Purchaser has full power and authority to enter into this Agreementthe Agreements. This AgreementThe Agreements, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation obligations of the Purchaser, enforceable against the Purchaser in accordance with its their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of a specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation obligations of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application relating to or affecting the enforcement of creditors’ rights generally generally, or (iib) as limited by laws relating to the effect of rules of law governing the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Such Purchaser has full power and authority to enter into this Agreement. This AgreementThe Agreements, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation obligations of the Purchaser, enforceable against the Purchaser in accordance with its their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of a specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its their terms, except except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application relating to or affecting the enforcement of creditors’ rights generally generally, or (iib) as limited by laws relating to the effect of rules of law governing the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser has full power and authority to ------------- enter into this Agreement. This AgreementThe Agreements, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation obligations of the Purchaser, enforceable against the Purchaser in accordance with its their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ ' rights generally or (ii) generally, and as limited by laws relating to the availability of a specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation obligations of the Purchaser, enforceable against the such Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Such Purchaser has full power and authority to enter into and deliver this Agreement. This , and this Agreement, when executed and delivered by the Purchaser, will constitute the a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ ' rights generally or (ii) generally, as limited by laws relating to the availability of specific performance, injunctive relief relief, or other equitable remedies., and except as may be limited by Section 6.2(c)..

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by Agreement constitutes the Purchaser, will constitute the ’s valid and legally binding obligation of the Purchaserobligation, enforceable against the Purchaser in accordance with its terms, except (i) as may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other or similar laws of general application relating to or affecting the enforcement of creditors’ rights generally or and (iib) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The Purchaser has full power and authority to enter into this Agreement.

Authorization. The Purchaser has the full right, power and ------------- authority to enter into and perform its obligations under this Agreement and the Amended and Restated Registration Rights Agreement. This Agreement and the Amended and Restated Registration Rights Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation obligations of the Purchaser, enforceable against the Purchaser in accordance with its their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other subject to the laws of general application affecting enforcement of creditors’ rights generally or (ii) as limited by laws relating to bankruptcy, insolvency and the availability relief of debtors, rules of law governing specific performance, injunctive relief or and other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute this Agreement constitutes the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of a specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement, when executed and delivered by the Purchaser, will constitute the Agreement constitutes a valid and legally binding obligation of the such Purchaser, enforceable against the Purchaser in accordance with its terms, their respective terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium and any other laws of general application affecting enforcement of creditors’ rights generally or generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, Agreement when executed and delivered by the Purchaser, will constitute the a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ creditors rights generally or (ii) generally, as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The Purchaser represents that he has full power and authority to enter into this Agreement.

Authorization. The Purchaser has full power and authority to enter into this the Agreement. This AgreementThe Agreement to which the Purchaser is a party, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation obligations of the Purchaser, enforceable against the Purchaser in accordance with its their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Each Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the such Purchaser, will constitute the valid and legally binding obligation of the such Purchaser, enforceable against the Purchaser in accordance with its their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of a specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation obligations of the Purchaser, enforceable against the Purchaser in accordance with its their terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application relating to or affecting the enforcement of creditors’ rights generally generally, or (iib) as limited by laws relating to the effect of rules of law governing the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This The Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation obligations of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws Laws of general application affecting enforcement of creditors’ rights generally or (ii) and as limited by laws Laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application relating to or affecting the enforcement of creditors’ rights generally generally, or (iib) as limited by laws relating to the effect of rules of law governing the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ ' rights generally or (ii) generally, and as limited by laws relating to the availability of a specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the such Purchaser, will constitute the a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this the Agreement. This AgreementThe Agreements to which the Purchaser is a party, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation obligations of the Purchaser, enforceable against the Purchaser in accordance with its their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Such Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the such Purchaser, will constitute the valid and legally binding obligation obligations of the such Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) and as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Such Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the such Purchaser, will constitute the valid and legally binding obligation of the PurchaserPurchasers, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally generally, or (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies,.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, Agreement when executed and delivered by the Purchaser, will constitute the a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of a specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its their terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application relating to or affecting the enforcement of creditors’ rights generally generally, or (iib) as limited by laws relating to the availability of specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Such Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the PurchaserCompany, will constitute the a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of a specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Such Purchaser is validly existing and has full the requisite power and authority to enter into execute and deliver this Agreement. This Agreement, when Agreement has been duly executed and delivered by the such Purchaser, will constitute and constitutes the valid and legally binding obligation of the such Purchaser, enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other or similar laws of general application relating to or affecting the enforcement of creditors’ ' rights generally or and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation obligations of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of LEGAL*59869719.2 creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the a valid and legally binding obligation of the Purchaser, enforceable against the such Purchaser in accordance with its their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ ' rights generally or (ii) generally, and as limited by laws relating relating, to the availability of a specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this AgreementAgreement and the Note. This Agreement, when executed Agreement and delivered by the Note constitute the Purchaser, will constitute the ’s valid and legally binding obligation of the Purchaserobligation, enforceable against the Purchaser in accordance with its their respective terms, except as may be limited by (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other or similar laws of general application relating to or affecting the enforcement of creditors’ rights generally or rights, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) as limited by laws relating to the availability of specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Such Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the a valid and legally binding obligation obligations of the Purchaser, enforceable against the Purchaser in accordance with its their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ ' rights generally or (ii) generally, and as limited by laws relating to the availability of a specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this AgreementAgreement and the other agreements contemplated hereby or referred to herein (the "Other Transaction Documents"). This Agreement, when executed and delivered by the Purchaser, will constitute Agreement constitutes the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ ' rights generally or (ii) generally, and as limited by laws relating to the availability of a specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this the Agreement. This The Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation obligations of the Purchaser, enforceable against the Purchaser in accordance with its their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute Agreement constitutes the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ ' rights generally or (ii) generally, and as limited by laws relating to the availability of a specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its termsterms and conditions, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any or other laws of general application relating to or affecting the enforcement of creditors’ ' rights generally or (iib) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Such Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the such Purchaser, will constitute the a valid and legally binding obligation of the such Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of a specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation obligations of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The execution, delivery, and performance of this Agreement by Purchaser has full power been, if not a natural person, duly authorized by all requisite action, and authority to enter into this Agreement. This AgreementAgreement constitutes the legal, when executed valid, and delivered by the Purchaser, will constitute the valid and legally binding obligation of the Purchaser, Purchaser enforceable against the Purchaser in accordance with its terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally or generally, and (iib) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application relating to or affecting the enforcement of creditors’ ' rights generally generally, or (iib) as limited by laws relating to the effect of rules of law governing the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The execution, delivery and performance by Purchaser has full power and authority to enter into of this Agreement, and the consummation of the transactions contemplated hereby are within the powers of Purchaser, and have been or will have been duly authorized by all necessary action on the part of Purchaser. This Agreement, when executed and delivered by the Purchaser, will constitute the Agreement constitutes a valid and legally binding obligation agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of or creditors’ rights generally or (iib) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application relating to or affecting the enforcement of creditors’ rights generally generally, or (iib) as limited by laws relating to the effect of rules of law governing the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This AgreementThe execution, when executed delivery and delivered performance by the Purchaser of this Agreement has been duly authorized by all necessary action on the part of the Purchaser, will constitute . This Agreement constitutes the Purchaser’s valid and legally binding obligation of the Purchaserobligation, enforceable against the Purchaser in accordance with its terms, except as may be limited by (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other or similar laws of general application relating to or affecting the enforcement of creditors’ rights generally or and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Such Purchaser has full power and authority to enter into this AgreementAgreement and the Note. This Agreement, when executed and delivered by the such Purchaser, will constitute the valid and legally binding obligation obligations of the such Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of a specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally or generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the Agreement constitutes a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of a specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation obligations of the Purchaser, enforceable against the such Purchaser in accordance with its their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this the Agreement. This The Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation obligations of the Purchaser, enforceable against the Purchaser in accordance with its their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) generally, and as limited by laws relating to the availability of specific performance, injunctive relief relief, or other equitable remedies.

Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its their terms, except except: (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance conveyance, and any other laws of general application relating to or affecting the enforcement of creditors’ rights generally generally, or (iib) as limited by laws relating to the effect of rules of law governing the availability of specific performance, injunctive relief or other equitable remedies.