Common use of Corporate Action Clause in Contracts

Corporate Action. It has all necessary power and authority to execute, deliver and perform its obligations under this Agreement; the execution, delivery and performance by Contractor of this Agreement has been duly authorized by all necessary action on its part; and this Agreement has been duly and validly executed and delivered by Contractor and constitutes a legal, valid and binding obligation of Contractor enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or moratorium or other similar laws relating to the enforcement of creditors’ rights generally.

Corporate Action. It has all necessary power and authority to execute, deliver and perform its obligations under this Agreement; the execution, delivery and performance by Contractor Owner of this Agreement has been duly authorized by all necessary action on its part; and this Agreement has been duly and validly executed and delivered by Contractor Owner and constitutes a legal, valid and binding obligation of Contractor Owner enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or moratorium or other similar laws relating to the enforcement of creditors’ rights generally.

Corporate Action. It has all necessary power and authority to conduct its business, own its properties and to execute, deliver and perform its obligations under this Agreement; the execution, delivery and performance by Contractor of this Agreement has have been duly authorized by all necessary action on its partrequisite corporate action; and this Agreement has been duly and validly executed and delivered by Contractor and constitutes a the legal, valid and binding obligation of Contractor enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or moratorium or other similar laws relating to the enforcement of creditors’ rights generallygenerally and by general equitable principles.

Corporate Action. It The Company has all necessary corporate power and authority to execute, deliver and perform its obligations under this Agreement; the execution, delivery and performance by Contractor the Company of this Agreement has been duly authorized by all necessary corporate action on its part; and this Agreement has been duly and validly executed and delivered by Contractor the Company and constitutes a the legal, valid and binding obligation of Contractor the Company, enforceable in accordance with its terms, except as the enforceability thereof enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization or reorganization, moratorium or other similar laws relating to the enforcement of or limiting creditors’ rights generally.

Corporate Action. It The Company has all necessary power and authority authority, corporate or otherwise, to execute, deliver and perform its obligations under this Agreement; the execution, delivery and performance by Contractor the Company of this Agreement has have been duly authorized by all necessary action on its partthe part of the Company; and this Agreement has been duly and validly executed and delivered by Contractor the Company and constitutes a legal, valid and binding obligation of Contractor the Company, enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or moratorium or other similar laws relating to the enforcement of creditors’ rights generally.

Corporate Action. It has all All corporate action and proceedings necessary power and authority to execute, deliver and perform its obligations under this Agreement; be taken by or on the execution, delivery and performance part of the Company in connection with the transactions contemplated by Contractor of this Agreement has and necessary to make the same effective have been duly authorized by all necessary action on its part; and validly taken, and this Agreement has been duly and validly authorized, executed and delivered by Contractor the Company and constitutes a legal, its valid and binding obligation of Contractor agreement, enforceable in accordance with and subject to its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or moratorium or other similar laws relating to affecting the enforcement of creditors’ ' rights generallygenerally and general equitable principles.

Corporate Action. It has all necessary limited liability company or corporate, as the case may be, power and authority to execute, execute and deliver and perform its obligations under this Agreement; the execution, execution and delivery and performance by Contractor of this Agreement has been duly authorized by all necessary action on its part; and this Agreement has been duly and validly executed and delivered by Contractor it and constitutes a its legal, valid and binding obligation of Contractor obligation, enforceable in accordance with its terms, terms except as the enforceability thereof may be EXECUTION COPY limited by bankruptcy, insolvency, reorganization or moratorium applicable bankruptcy or other similar laws relating to affecting the enforcement rights of creditors’ rights generally.creditors generally and applicable equitable principles; and

Corporate Action. It has all necessary corporate power and authority to execute, deliver and perform its obligations under this AgreementAgreement and the Warrants; the execution, delivery and performance by Contractor it of this Agreement has and the Warrants have been duly authorized by all necessary action on its part(including all shareholder action); and this Agreement has been and (in the case of the Issuer) the Warrants shall be duly and validly executed and delivered by Contractor it and constitutes a constitute (or will constitute its) legal, valid and binding obligation of Contractor obligations, enforceable against it in accordance with its their respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or moratorium or other similar laws relating to the enforcement of creditors’ rights generally.

Corporate Action. It The Borrower has all necessary power corporate power, authority and authority legal right to execute, deliver and perform its obligations under this Agreement; the execution, delivery and performance by Contractor the Borrower of this Agreement has have been duly authorized by all necessary corporate action on its partpart (including any required shareholder approvals); and this Agreement has been duly and validly executed and delivered by Contractor the Borrower and constitutes a its legal, valid and binding obligation of Contractor obligation, enforceable against the Borrower in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or moratorium or other similar laws relating to the enforcement of creditors’ rights generally.

Corporate Action. It has all necessary power and authority to execute, deliver and perform its obligations under this Agreement; the execution, delivery and performance by Contractor of this Agreement has been duly authorized by all necessary action on its partthe part of each; and this Agreement has been duly and validly executed and delivered by Contractor and constitutes a legal, valid and binding obligation of Contractor enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or moratorium or other similar laws relating to the enforcement of creditors’ rights generally.