Common use of Authorization and Power Clause in Contracts

Authorization and Power. The Purchaser has the requisite corporate power and authority to enter into and perform this Agreement and to purchase the Shares in accordance with the terms hereof. The execution, delivery and performance of this Agreement by Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action, and no further consent or authorization of the Purchaser, its Board of Directors or stockholders is required. This Agreement constitutes, or shall constitute when executed and delivered, a valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership, or similar laws relating to, or affecting generally the enforcement of, creditor's rights and remedies or by other equitable principles of general application.

Authorization and Power. The Purchaser has the requisite corporate power and authority to enter into and perform this Agreement and to purchase consummate the Shares in accordance with the terms hereofExchange. The execution, delivery and performance of this Agreement by the Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action, and no further consent or authorization of is required for the Purchaser to effect the transactions contemplated hereby. When executed and delivered by the Purchaser, its Board of Directors or stockholders is required. This this Agreement constitutes, or shall constitute when executed and delivered, a valid and binding obligation obligations of the Purchaser enforceable against the Purchaser in accordance with its their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership, receivership or similar laws relating to, or affecting generally the enforcement of, creditor's ’s rights and remedies or by other equitable principles of general application.

Authorization and Power. The Purchaser has the requisite corporate power and authority to enter into and perform this Agreement and to purchase the Shares in accordance with the terms hereof. The execution, delivery and performance of this Agreement by Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action, and no further consent or authorization of the Purchaser, its Board of Directors or stockholders is required. This Agreement constitutes, or shall constitute when has been duly executed and delivered, delivered by the Purchaser. This Agreement constitutes a valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership, or similar laws relating to, or affecting generally the enforcement of, of creditor's rights and remedies or by other equitable principles of general application.

Authorization and Power. The Purchaser has the requisite corporate power and authority to enter into and perform this Agreement and to purchase the Shares in accordance with the terms hereof. The execution, delivery and performance of this Agreement by Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action, and no further consent or authorization of the Purchaser, its Board of Directors or stockholders is required. This Agreement constitutes, or shall constitute when executed and delivereddelivered shall constitute, a valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership, or similar laws relating to, or affecting generally the enforcement of, of creditor's rights and remedies or by other equitable principles of general application.

Authorization and Power. The Purchaser has the requisite corporate power and authority to enter into and perform this Agreement and to purchase consummate the Shares in accordance with the terms hereofExchange. The execution, delivery and performance of this Agreement by the Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate organizational action, and no further consent or authorization of is required for the Purchaser to effect the transactions contemplated hereby. When executed and delivered by the Purchaser, its Board of Directors or stockholders is required. This this Agreement constitutes, or shall constitute when executed and delivered, a valid and binding obligation obligations of the Purchaser enforceable against the Purchaser in accordance with its their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership, receivership or similar laws relating to, or affecting generally the enforcement of, creditor's rights and remedies or by other equitable principles of general application.

Authorization and Power. The Purchaser has the requisite corporate power and authority to enter into and perform this Agreement and to purchase the Shares in accordance with the terms hereofbeing sold to it hereunder. The execution, delivery and performance of this Agreement by Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action, and no further consent or authorization of the Purchaser, its Board of Directors or stockholders is required. This Agreement, the Registration Rights Agreement constitutesand the Escrow Agreement have been duly executed and delivered by the Purchaser and at the initial Closing, or shall constitute when executed and delivered, a valid and binding obligation obligations of the Purchaser enforceable against the Purchaser in accordance with its their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership, receivership or similar laws relating to, or affecting generally the enforcement of, creditor's of creditors' rights and remedies or by other equitable principles of general application.

Authorization and Power. The Purchaser has the requisite corporate power and authority to enter into and perform this Agreement its obligations under the Transaction Documents and to purchase the Shares in accordance with the terms hereofNotes being sold to it hereunder. The execution, delivery and performance of this Agreement the Transaction Documents by the Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action, and no further consent or authorization of the Purchaser, its Board of Directors or stockholders Purchaser is required. This Agreement constitutesWhen executed and delivered by the Purchaser, or the other Transaction Documents shall constitute when executed and delivered, a valid and binding obligation obligations of the Purchaser enforceable against the Purchaser in accordance with its their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership, receivership or similar laws relating to, or affecting generally the enforcement of, creditor's ’s rights and remedies or by other equitable principles of general application.

Authorization and Power. The Purchaser has the requisite corporate power and authority to enter into and perform this Agreement and to purchase the Shares in accordance with the terms hereofbeing sold to it hereunder. The execution, delivery and performance of this Agreement by the Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate (or other organizational) action, and no further consent or authorization of is required for such Purchaser to effect the transactions contemplated by this Agreement. When executed and delivered by the Purchaser, its Board of Directors or stockholders is required. This this Agreement constitutes, or shall constitute when executed and delivered, a valid and binding obligation obligations of the each Purchaser enforceable against the such Purchaser in accordance with its their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership, receivership or similar laws relating to, or affecting generally the enforcement of, creditor's rights and remedies or by other equitable principles of general application.

Authorization and Power. The Purchaser has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and to purchase the Shares in accordance with the terms hereofbeing sold to it hereunder. The execution, delivery and performance of this Agreement by Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate partnership action, and no further consent or authorization of Purchaser or its board of directors or partners, as the case may be, is required. When executed and delivered by the Purchaser, its Board of Directors or stockholders is required. This this Agreement constitutes, or shall constitute when executed and delivered, a valid and binding obligation obligations of the Purchaser enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership, receivership or similar laws relating to, or affecting generally the enforcement of, creditor's ’s rights and remedies or by other equitable principles of general application.

Authorization and Power. The Purchaser has the requisite corporate power and authority to enter into and perform this Agreement and to purchase consummate the Shares in accordance with the terms hereofExchange. The execution, delivery and performance of this Agreement by the Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate (or other organizational) action, and no further consent or authorization of is required for such Purchaser to effect the transactions contemplated hereby. When executed and delivered by the Purchaser, its Board of Directors or stockholders is required. This this Agreement constitutes, or shall constitute when executed and delivered, a valid and binding obligation obligations of the each Purchaser enforceable against the such Purchaser in accordance with its their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership, receivership or similar laws relating to, or affecting generally the enforcement of, creditor's rights and remedies or by other equitable principles of general application.

Authorization and Power. The Purchaser has the requisite corporate power and authority to enter into and perform this Agreement and to purchase the Shares in accordance with the terms hereofbeing sold to it hereunder. The execution, delivery and performance of this Agreement by the Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action, and no further consent or authorization of the Purchaser, such Purchaser or its Board of Directors or stockholders is required. This When executed and delivered by the Purchaser, this Agreement constitutes, or shall constitute when executed and delivered, a valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership, receivership or similar laws relating to, or affecting generally the enforcement of, creditor's ’s rights and remedies or by other equitable principles of general application.

Authorization and Power. The Such Purchaser has the requisite corporate power and authority to enter into and perform this Agreement the Transaction Documents and to purchase the Shares in accordance with the terms hereofSecurities being sold to it hereunder. The execution, delivery and performance of this Agreement the Transaction Documents by such Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate or partnership action, and no further consent or authorization of such Purchaser or its board of directors, shareholders, members or partners, as the Purchasercase may be, its Board of Directors or stockholders is required. This Agreement constitutes, or shall constitute when executed and delivered, a constitutes the valid and binding obligation of the such Purchaser enforceable against the such Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership, receivership or similar laws relating to, or affecting generally the enforcement of, creditor's ’s rights and remedies or by other equitable general principles of general applicationequity.

Authorization and Power. The Purchaser has the requisite corporate power and authority to enter into and perform this Agreement and to purchase the Shares in accordance with the terms hereof. The execution, delivery and performance of this Agreement by Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action, and no further consent or authorization of the Purchaser, its Board of Directors or stockholders members is required. This Agreement constitutes, or shall constitute when executed and delivered, a valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership, or similar laws relating to, or affecting generally the enforcement of, creditor's rights and remedies or by other equitable principles of general application.

Authorization and Power. The Purchaser has the requisite corporate power and authority to enter into and perform this Agreement and to purchase the Shares in accordance with the terms hereofbeing sold to it hereunder. The execution, delivery and performance of this Agreement by Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action, and no further consent or authorization of the Purchaser, its Board of Directors or stockholders is required. This Agreement, the Registration Rights Agreement constitutesand the Escrow Agreement have been duly executed and delivered by the Purchaser and, or at the Initial Closing, shall constitute when executed and delivered, a valid and binding obligation obligations of the Purchaser enforceable against the Purchaser in accordance with its their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership, receivership or similar laws relating to, or affecting generally the enforcement of, creditor's creditors' rights and remedies or by other equitable principles of general application.

Authorization and Power. The Purchaser has the requisite corporate power and authority to enter into and perform this Agreement its obligations under the Transaction Documents and to purchase the Shares in accordance with the terms hereofSecurities being sold to it hereunder. The execution, delivery and performance of this Agreement the Transaction Documents by the Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action, and no further consent or authorization of the Purchaser, its Board of Directors or stockholders Purchaser is required. This Agreement constitutesWhen executed and delivered by the Purchaser, or the other Transaction Documents shall constitute when executed and delivered, a valid and binding obligation obligations of the Purchaser enforceable against the Purchaser in accordance with its their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership, receivership or similar laws relating to, or affecting generally the enforcement of, creditor's ’s rights and remedies or by other equitable principles of general application.

Authorization and Power. The Purchaser has the requisite ----------------------- corporate power and authority to enter into and perform this Agreement and to purchase the Shares in accordance with the terms hereof. The execution, delivery and performance of this Agreement by Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action, and no further consent or authorization of the Purchaser, its Board of Directors or stockholders is required. This Agreement constitutes, or shall constitute when executed and delivered, a valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership, or similar laws relating to, or affecting generally the enforcement of, creditor's rights and remedies or by other equitable principles of general application.

Authorization and Power. The Purchaser has the requisite corporate power and authority to enter into and perform this Agreement and to purchase the Shares in accordance with the terms hereofbeing sold to it hereunder. The execution, delivery and performance of this Agreement by the Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate (or other organizational) action, and no further consent or authorization of is required for such Purchaser to effect the transactions contemplated by this Agreement. When executed and delivered by the Purchaser, its Board of Directors or stockholders is required. This this Agreement constitutes, or shall constitute when executed and delivered, a valid and binding obligation obligations of the Purchaser enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership, receivership or similar laws relating to, or affecting generally the enforcement of, creditor's rights and remedies or by other equitable principles of general application.

Authorization and Power. The Purchaser has the requisite corporate power and authority to enter into and perform this Agreement and to purchase the Shares in accordance with the terms hereof. The execution, delivery and performance of this Agreement by Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action, and no further consent or authorization of the Purchaser, its Board of Directors or stockholders is required. This Agreement constitutes, or shall constitute when executed and delivered, a valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership, or similar laws relating to, or affecting generally the enforcement of, creditor's ’s rights and remedies or by other equitable principles of general application.

Authorization and Power. The Purchaser has the requisite corporate power and authority to enter into and perform this Agreement and to purchase the Shares in accordance with the terms hereofbeing sold to it hereunder. The execution, delivery and performance of this Agreement by Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action, action and no further consent or authorization of the Purchaser, Purchaser or its Board of Directors or stockholders is required. This Agreement constitutes, or has been duly executed and delivered by the Purchaser and at the initial Closing shall constitute when executed and delivered, a the valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership, receivership or similar laws relating to, or affecting generally the enforcement of, creditor's creditors' rights and remedies or by other equitable principles of general application.

Authorization and Power. The Purchaser has the requisite corporate power and authority to enter into and perform this Agreement and to purchase the Shares in accordance with the terms hereof. The execution, delivery and performance of this Agreement by Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action, and no further consent or authorization of the Purchaser, its Board of Directors or stockholders is required. This Agreement constitutes, or shall constitute when executed and delivereddelivered shall constitute, a valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership, or similar laws relating to, or affecting generally the enforcement of, creditor's rights and remedies or by other equitable principles of general application.

Authorization and Power. The Purchaser has the requisite corporate power and authority to enter into and perform this Agreement and to purchase the Shares in accordance with the terms hereof. The execution, delivery and performance of this Agreement by the Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action, and no further consent or authorization of the Purchaser, its Board of Directors or stockholders is required. This Agreement constitutes, or shall constitute when executed and delivereddelivered shall constitute, a valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership, or similar laws relating to, or affecting generally the enforcement of, of creditor's rights and remedies or by other equitable principles of general application.

Authorization and Power. The Purchaser has the requisite corporate power and authority to enter into and perform this Agreement its obligations under the Transaction Documents and to purchase the Shares in accordance with the terms hereofSeries F Warrant being sold to it hereunder. The execution, delivery and performance of this Agreement the Transaction Documents by the Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action, and no further consent or authorization of the Purchaser, its Board of Directors or stockholders Purchaser is required. This Agreement constitutesWhen executed and delivered by the Purchaser, or the other Transaction Documents shall constitute when executed and delivered, a valid and binding obligation obligations of the Purchaser enforceable against the Purchaser in accordance with its their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership, receivership or similar laws relating to, or affecting generally the enforcement of, creditor's ’s rights and remedies or by other equitable principles of general application.

Authorization and Power. The Purchaser has the requisite corporate power and authority to enter into and perform this Agreement and to purchase the Shares in accordance with the terms hereofNote being sold to it hereunder. The execution, delivery and performance of this Agreement by the Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate organizational action, and no further consent or authorization of is required for such Purchaser to effect the transactions contemplated by this Agreement. When executed and delivered by the Purchaser, its Board of Directors or stockholders is required. This this Agreement constitutes, or shall constitute when executed and delivered, a valid and binding obligation obligations of the Purchaser enforceable against the such Purchaser in accordance with its their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership, receivership or similar laws relating to, or affecting generally the enforcement of, creditor's rights and remedies or by other equitable principles of general application.

Authorization and Power. The Purchaser has the requisite corporate power and authority to enter into and perform this Agreement and to purchase the Shares in accordance with the terms hereof. The execution, delivery and performance of this Agreement by the Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action, and no further consent or authorization of the Purchaser, its Board of Directors or stockholders is required. This Agreement constitutes, or shall constitute when executed and delivereddelivered shall constitute, a valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership, or similar laws relating to, or affecting generally the enforcement of, of creditor's rights and remedies or by other equitable principles of general application.