Common use of Power and Authority; Effect of Agreement Clause in Contracts

Power and Authority; Effect of Agreement. The sale of the Shares, the execution, delivery and performance by the Seller of this Agreement and the consummation by the Seller of the transactions contemplated herein have been duly authorized by all necessary action on the part of the Seller. This Agreement has been duly and validly executed and delivered by the Seller and constitutes a valid and binding obligation of the Seller, enforceable against the Seller, in accordance with its terms, except to the extent that such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally and is subject to general principles of equity.

Power and Authority; Effect of Agreement. Seller has the requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The sale of the Shares, the execution, delivery and performance by the Seller of this Agreement and the consummation by the Seller of the transactions contemplated herein hereby have been duly authorized by all necessary action on the part of the Sellercompany action. This Agreement has been duly and validly executed and delivered by the Seller and constitutes is a valid and binding obligation of the Seller, enforceable against the Seller, Seller in accordance with its termsthe terms hereof, except to the extent that such as enforceability may be limited by bankruptcy, insolvency, reorganizationmoratorium, moratorium or fraudulent conveyance and other similar laws relating to affecting creditors' ’ rights generally and is subject to by general principles of equityequity (the “Bankruptcy and Equity Exception”).

Power and Authority; Effect of Agreement. The sale of the SharesEquipment, the execution, delivery and performance by the Seller of this Agreement and the consummation by the Seller of the transactions contemplated herein have been duly authorized by all necessary action on the part of the Seller. This Agreement has been duly and validly executed and delivered by the Seller and constitutes a valid and binding obligation of the Seller, enforceable against the Seller, in accordance with its terms, except to the extent that such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally and is subject to general principles of equity.