Common use of Due Execution, Delivery and Performance of the Agreements Clause in Contracts

Due Execution, Delivery and Performance of the Agreements. The Company has all requisite legal right, corporate power and authority to enter into the Agreements and perform the transactions contemplated thereby. The Agreements have been duly authorized and validly executed and delivered by the Company. The execution and delivery of the Agreements by the Company and the consummation of the transactions contemplated thereby, including the issuance of the Securities, will not (i) conflict with or otherwise violate any provision of the organizational documents of the Company and (ii) result in the creation of any lien, charge, security interest or encumbrance upon any assets of the Company pursuant to the terms or provisions of, or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Company or any Subsidiary is a party or by which the Company or its properties, or any Subsidiary or such Subsidiary’s properties, may be bound or affected or, to the Company’s knowledge, any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Company or any Subsidiary or any of their respective properties, in the case of (ii) which would have a material adverse effect on the financial condition, properties, business or results of operations of the Company and its Subsidiaries (a “Material Adverse Effect”). No consent, approval, authorization or other order of, or registration, qualification or filing with, any court, regulatory body, administrative agency or other governmental body or other person is required for the execution and delivery of the Agreements or the consummation of the transactions contemplated by the Agreements (including the issuance of the Securities) other than such as have been made or obtained and except for compliance with the blue sky laws and federal securities laws applicable to the offering of the Securities. Any forms, notices or other documents required to be filed under blue sky laws and federal securities law prior or subsequent to the First Closing Date or the Second Closing Date, as the case may be, shall be filed on a timely basis prior to or as so required. Assuming the valid execution of the Agreements by the respective Purchasers, the Agreements constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification and contribution agreements of the Company in Section 7.3 hereof may be legally unenforceable.

Due Execution, Delivery and Performance of the Agreements. The ------------------------------------------------------------ Company has all requisite full legal right, corporate power and authority to enter into the Agreements and to perform the transactions contemplated thereby. The Agreements have been duly authorized and validly authorized, executed and delivered by the Company. The execution execution, delivery and delivery performance of the Agreements, the issuance and sale of the Shares under the Agreements, the fulfillment of the terms of the Agreements by the Company and the consummation of the transactions contemplated thereby, including the issuance of the Securities, thereby will not (ia) conflict with or otherwise violate any provision of the charter, by-laws or other organizational documents of the Company and Company, (iib) result in the creation of any lien, charge, security interest or encumbrance upon any assets or property of the Company pursuant to the terms or provisions of, or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any agreement, material bond, debenture, note or other evidence of indebtedness, contract, loan agreement, joint venture or other agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Company or any Subsidiary is a party or by which the Company or any of its properties, assets or any Subsidiary or such Subsidiary’s properties, properties may be bound or affected or, to the Company’s 's knowledge, any statute or any authorization, judgment, decree, order, rule or regulation of any court court, arbitration panel or any regulatory body, administrative agency or other governmental body applicable to the Company or any Subsidiary of its properties or (c) result in an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of their respective propertiesindebtedness or any material indenture, in mortgage, deed of trust or any other agreement or instrument to which the case Company is a party or by which any of (ii) them is bound or to which would have a any of the material adverse effect on the financial condition, properties, business property or results of operations assets of the Company and its Subsidiaries (a “Material Adverse Effect”)is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, of any court, regulatory body, administrative agency or other governmental body or other person is required for the execution execution, delivery and delivery performance of the Agreements or the consummation of the transactions contemplated by the Agreements (including the issuance of the Securities) other than such as have been made hereby or obtained and thereby, except for compliance with the blue sky Blue Sky laws and federal securities laws applicable to the offering and registration for resale of the SecuritiesShares and compliance with the rules and regulations of the securities exchange or trading market on which the Common Stock is listed. Any formsUpon the execution and delivery, notices or other documents required to be filed under blue sky laws and federal securities law prior or subsequent to the First Closing Date or the Second Closing Date, as the case may be, shall be filed on a timely basis prior to or as so required. Assuming assuming the valid execution of the Agreements by the respective PurchasersInvestors, each of the Agreements will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ ' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification and contribution agreements of the Company in Section 7.3 hereof may be legally unenforceable.

Due Execution, Delivery and Performance of the Agreements. The Company has all requisite legal right, corporate power and authority to enter into the Agreements and perform the transactions contemplated thereby. The Agreements have been duly authorized and validly executed and delivered by the Company. The execution and delivery of the Agreements by the Company and the consummation of the transactions contemplated thereby, including the issuance of the Securities, will not (i) conflict with or otherwise violate any provision of the organizational documents of the Company and (ii) result in the creation of any lien, charge, security interest or encumbrance upon any assets of the Company pursuant to the terms or provisions of, or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Company or any Subsidiary is a party or by which the Company or its properties, or any Subsidiary or such Subsidiary’s properties, may be bound or affected or, to the Company’s knowledge, any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Company or any Subsidiary or any of their respective properties, in the case of (ii) which would have a material adverse effect on the financial condition, properties, business or results of operations of the Company and its Subsidiaries (a “Material Adverse Effect”). No consent, approval, authorization or other order of, or registration, qualification or filing with, any court, regulatory body, administrative agency or other governmental body or other person is required for the execution and delivery of the Agreements or the consummation of the transactions contemplated by the Agreements (including the issuance of the Securities) other than such as have been made or obtained and except for compliance with the blue sky laws and federal securities laws applicable to the offering of the Securities. Any forms, notices or other documents required to be filed under blue sky laws and federal securities law prior or subsequent to the First Closing Date or the Second Closing Date, as the case may be, shall be filed on a timely basis prior to or as so required. Assuming the valid execution of the Agreements by the respective Purchasers, the Agreements constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification and contribution agreements of the Company in Section 7.3 hereof may be legally unenforceable.