Common use of Valid Issuance of Purchased Shares Clause in Contracts

Valid Issuance of Purchased Shares. The Original Shares have been, and when and if issued the Additional Shares will be, duly and validly issued and fully paid and non- assessable and, based in part upon the representations of the Investor in this Agreement, issued in compliance with all applicable federal and state securities laws. 3. Representations and Warranties of Investor. This Agreement is made with Investor in reliance upon the Investor's representation and warranties to the Company, which by such Investor's execution of this Agreement the Investor hereby confirms, that: 3.1 Organization and Existence. Investor is a limited partnership validly existing and in good standing under the laws of and has all corporate powers and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted, except for those licenses, authorizations, permits, consents and approvals the absence of which would not, individually or in the aggregate, have a Material Adverse Effect. 3.2

Valid Issuance of Purchased Shares. The Original Shares have been, and when and if issued the Additional Shares will be, duly and validly issued and fully paid and non- assessable and, based in part upon the representations of the Investor in this Agreement, issued in compliance with all applicable federal and state securities laws. 3. Representations and Warranties of Investor. This Agreement is made with Investor in reliance upon the Investor's representation and warranties to the Company, which by such Investor's execution of this Agreement the Investor hereby confirms, that: 3.1 Organization and Existence. Investor is a limited partnership validly existing and in good standing under the laws of Delaware and has all corporate powers and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted, except for those licenses, authorizations, permits, consents and approvals the absence of which would not, individually or in the aggregate, have a Material Adverse Effect. 3.2

Valid Issuance of Purchased Shares. The Original Shares have been, and when and if issued the Additional Shares will be, duly and validly issued and fully paid and non- assessable and, based in part upon the representations of the Investor in this Agreement, issued in compliance with all applicable federal and state securities laws. 3. Representations and Warranties of Investor. This Agreement is made with Investor in reliance upon the Investor's representation and warranties to the Company, which by such Investor's execution of this Agreement the Investor hereby confirms, that: 3.1 Organization and Existence. Investor is a limited partnership corporation validly existing and in good standing under the laws of Delaware and has all corporate powers and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted, except for those licenses, authorizations, permits, consents and approvals the absence of which would not, individually or in the aggregate, have a Material Adverse Effect. 3.2

Valid Issuance of Purchased Shares. The Original Shares have been, and when and if issued the Additional Shares will be, duly and validly issued and fully paid and non- assessable and, based in part upon the representations of the Investor in this Agreement, issued in compliance with all applicable federal and state securities laws. 3. Representations and Warranties of Investor. This Agreement is made with Investor in reliance upon the Investor's representation and warranties to the Company, which by such Investor's execution of this Agreement the Investor hereby confirms, that: 3.1 Organization and Existence. Investor is a limited partnership liability corporation validly existing and in good standing under the laws of and has all corporate powers and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted, except for those licenses, authorizations, permits, consents and approvals the absence of which would not, individually or in the aggregate, have a Material Adverse Effect. 3.2

Valid Issuance of Purchased Shares. The Original Shares have been, and when and if issued the Additional Shares will be, duly and validly issued and fully paid and non- assessable and, based in part upon the representations of the Investor in this Agreement, issued in compliance with all applicable federal and state securities laws. 3. Representations and Warranties of Investor. This Agreement is made with Investor in reliance upon the Investor's representation and warranties to the Company, which by such Investor's execution of this Agreement the Investor hereby confirms, that: 3.1 Organization and Existence. Investor is a limited partnership validly existing and in good standing under the laws of Bermuda and has all corporate powers and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted, except for those licenses, authorizations, permits, consents and approvals the absence of which would not, individually or in the aggregate, have a Material Adverse Effect. 3.2