Common use of Due Authorization Clause in Contracts

Due Authorization. The Purchaser has the requisite power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution, delivery and performance by the Purchaser of this Agreement have been duly authorized by all necessary corporate or other action on the part of such Purchaser. This Agreement constitutes valid and legally binding obligations of the Purchaser, enforceable against such Purchaser in accordance with its terms.

Due Authorization. The Each Purchaser represents for such Purchaser to the Company that such Purchaser has the requisite power, full power and authority and capacity has taken all action necessary to enter into this Agreement authorize such Purchaser to execute, deliver and to perform its obligations hereunder. The execution, delivery and performance by the Purchaser of this Agreement have been duly authorized by all necessary corporate or other action on the part of such Purchaser's obligations under this Agreement. This Agreement constitutes is the legal, valid and legally binding obligations obligation of the Purchaser, enforceable against such Purchaser in accordance with its terms.

Due Authorization. The Purchaser has the requisite power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution, delivery and performance by the Purchaser of this Agreement have been duly authorized by all necessary corporate or other action on the part of such the Purchaser. This Agreement constitutes valid and legally binding obligations of the Purchaser, enforceable against such the Purchaser in accordance with its terms.

Due Authorization. The Purchaser has the requisite all necessary corporate power, authority and capacity to enter into this Agreement and all other agreements and instruments to perform be executed by it as contemplated by this Agreement and to carry out its obligations hereunderunder this Agreement and such other agreements and instruments. The execution, execution and delivery and performance by the Purchaser of this Agreement and such other agreements and instruments and the completion of the transactions contemplated by this Agreement and such other agreements and instruments have been duly authorized by all necessary corporate or other action on the part of such Purchaser. This Agreement constitutes valid and legally binding obligations of the Purchaser, enforceable against such Purchaser in accordance with its terms.

Due Authorization. The Purchaser has the requisite power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution, delivery and performance by the Purchaser of this Agreement by Purchaser have been duly authorized by all necessary corporate or other action on the part of such Purchaser. This Agreement constitutes valid and legally binding obligations of the Purchaser, enforceable against such Purchaser in accordance with its termsPurchaser’s organizational documents and do not and will not require the consent of any trustee or holder of any indebtedness or other obligation of Purchaser or any other Party to any other agreement with Purchaser.

Due Authorization. The Purchaser has the requisite all necessary corporate power, authority and capacity to enter into into, execute and deliver this Agreement and all other agreements and instruments required to be delivered hereunder and to perform its obligations hereunderhereunder and under such other agreements and instruments. The execution, execution and delivery and performance by the Purchaser of this Agreement and such other agreements and instruments to be delivered hereunder, and the completion of the transactions contemplated by this Agreement and under such other agreements and instruments have been duly authorized and approved by all necessary corporate or other action on the part of such Purchaser. This Agreement constitutes valid and legally binding obligations of the Purchaser, enforceable against such Purchaser in accordance with its terms.

Due Authorization. The Purchaser has the all requisite power, authority and legal capacity to enter into execute, deliver and perform this Agreement and to perform its obligations hereunderthe transactions hereby contemplated. The execution, delivery This Agreement constitutes a valid and performance by the Purchaser of this Agreement have been duly authorized by all necessary corporate or other action binding agreement on the part of such Purchaser. This Agreement constitutes valid Purchaser and legally binding obligations of the Purchaser, is enforceable against such Purchaser in accordance with its terms.

Due Authorization. The Purchaser has the requisite power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement by Purchaser and the consummation by Purchaser of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate or other action on the part requisite actions of such Purchaser. This Assuming the due execution and delivery of this Agreement by Seller, this Agreement constitutes the valid and legally binding obligations obligation of the Purchaser, enforceable against such Purchaser in accordance with its terms.

Due Authorization. The Purchaser has the requisite power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement by Purchaser and the consummation by Purchaser of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate requisite actions of Purchaser and its partners, members, board of directors, board of managers, trustees or other action on Persons, as applicable. Assuming the part due execution and delivery of such Purchaser. This this Agreement by Seller, this Agreement constitutes the valid and legally binding obligations obligation of the Purchaser, enforceable against such Purchaser in accordance with its terms.

Due Authorization. The Purchaser has the all requisite powercorporate power and authority to execute, authority deliver and capacity to enter into perform its obligations under this Agreement and to perform its obligations hereunder. The executionthe Other Agreements, and the execution and delivery and performance by the Purchaser of this Agreement have and the Other Agreements and the performance of all of its obligations hereunder and thereunder has been duly authorized by all necessary corporate or other action on the part of such Purchaser. This Agreement constitutes valid and legally binding obligations of the Purchaser, enforceable against such Purchaser in accordance with its terms.

Due Authorization. The Purchaser has the requisite power, authority and capacity to enter into performance of this Agreement and to perform its obligations hereunder. The execution, delivery and performance the transactions contemplated hereunder by the Purchaser of this Agreement have been duly authorized by all necessary corporate or other action on the part of such Purchaser. This Agreement constitutes valid and legally binding obligations of the Purchaser, and this Agreement is binding on and enforceable against such Purchaser in accordance with its terms. No further consent of any shareholder, creditor, board of directors, governmental authority or other party to such execution, delivery and performance hereunder is required. The person(s) signing this Agreement, and any document pursuant hereto on behalf of Purchaser, has full power and authority to bind Purchaser.

Due Authorization. The Such Purchaser has represents and warrants that (i) the requisite power, authority execution and capacity to enter into this Agreement and to perform its obligations hereunder. The execution, delivery and performance by the Purchaser of this Agreement by it and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate or other action on its behalf and (ii) this Agreement has been duly executed and delivered by such Purchaser and constitutes the part valid and binding obligation of such Purchaser. This Agreement constitutes valid and legally binding obligations of the Purchaser, enforceable against such Purchaser it in accordance with its terms.

Due Authorization. The Each Purchaser represents for such Purchaser to the Company that such Purchaser has the requisite power, full power and authority and capacity has taken all action necessary to enter into this Agreement authorize such Purchaser to execute, deliver and to perform its obligations hereunder. The execution, delivery and performance by the Purchaser of this Agreement have been duly authorized by all necessary corporate or other action on the part of such Purchaser’s obligations under this Agreement. This Agreement constitutes is the legal, valid and legally binding obligations obligation of the Purchaser, enforceable against such Purchaser in accordance with its terms.

Due Authorization. The Purchaser has the requisite power, authority and full capacity to enter into this Agreement and to perform carry out its obligations hereunder. The execution, delivery and performance by the Purchaser of this This Agreement have has been duly authorized executed and delivered by all necessary corporate or other action on Purchaser and constitutes the part of such Purchaser. This Agreement constitutes valid legal, valid, and legally binding obligations of the Purchaser, enforceable against such Purchaser him in accordance with its terms.

Due Authorization. The Purchaser has the all requisite powercorporate power and authority to execute, authority deliver and capacity to enter into perform its obligations under this Agreement and to perform its obligations hereunder. The executionthe Other Agreements, and the execution and delivery and performance by the Purchaser of this Agreement and the Other Agreements and the performance of all of its obligations hereunder and thereunder have been duly authorized by all necessary corporate Purchaser and, to the extent required by Law, contract or other action on the part of such Purchaser. This Agreement constitutes valid and legally binding obligations of the Purchaserotherwise, enforceable against such Purchaser in accordance with its termsstockholders.

Due Authorization. The Purchaser has the requisite power, all necessary corporate power and authority and capacity to enter into this Agreement and to perform carry out its obligations hereunder. The execution, hereunder and the execution and delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or other action on the part of such Purchaser. This Agreement constitutes valid and legally binding obligations of the Purchaser, enforceable against such Purchaser in accordance with its terms.

Due Authorization. The Purchaser has the requisite full right, power, legal capacity and authority and capacity to enter into this Agreement and to perform its obligations hereunderunder this Agreement. The execution, delivery and performance by the Purchaser of this Agreement have has been duly authorized by all necessary corporate or Purchaser’s member, and no other action proceedings on the part of such PurchaserPurchaser are necessary to authorize this Agreement or the consummation of the transactions contemplated hereby. This Agreement constitutes the valid and legally binding obligations legal obligation of the Purchaser, and is enforceable against such Purchaser in accordance with its terms, except as such enforceability may be limited by applicable creditors’ rights laws and general principles of equity.

Due Authorization. The Purchaser represents for such Purchaser to the Company that such Purchaser has the requisite power, full power and authority and capacity has taken all action necessary to enter into this Agreement authorize such Purchaser to execute, deliver and to perform its obligations hereunder. The execution, delivery and performance by the Purchaser of this Agreement have been duly authorized by all necessary corporate or other action on the part of such Purchaser’s obligations under this Agreement. This Agreement constitutes is the legal, valid and legally binding obligations obligation of the Purchaser, enforceable against such Purchaser in accordance with its terms.

Due Authorization. The Purchaser has the all requisite powercorporate power and authority to execute, authority deliver and capacity to enter into perform its obligations under this Agreement and to perform its obligations hereunder. The execution, the Transactional Agreements and the execution and delivery and performance by the Purchaser of this Agreement have and the Transactional Agreements and the performance of all of its obligations hereunder and thereunder has been duly authorized by all necessary corporate or other action on the part of such Purchaser. This Agreement constitutes valid and legally binding obligations of the Purchaser, enforceable against such Purchaser in accordance with including, without limitation, by its termsboard of directors.

Due Authorization. The Purchaser has the requisite all necessary corporate power, authority and capacity to enter into this Agreement and to perform carry out its obligations hereunderunder this Agreement. The execution, execution and delivery of this Agreement and performance the consummation of the transactions contemplated by the Purchaser of this Agreement have been duly authorized by all necessary corporate or other action on the part of such Purchaser. This Agreement constitutes valid and legally binding obligations of the Purchaser, enforceable against such Purchaser in accordance with its terms.

Due Authorization. The Purchaser has the all requisite powercorporate power and authority to execute, authority deliver and capacity to enter into perform its obligations under this Agreement and to perform its obligations hereunder. The executionthe Other Agreements, and the execution and delivery and performance by the Purchaser of this Agreement and the Other Agreements and the performance of all of its obligations hereunder and thereunder have been duly authorized by all necessary corporate Purchaser and, to the extent required by Law, contract or otherwise, its stockholders. No other action proceedings on the part of such Purchaser. This Purchaser are necessary to authorize this Agreement constitutes valid and legally binding obligations of or the Purchaser, enforceable against such Purchaser in accordance with its termsOther Agreements.

Due Authorization. The Purchaser It has the requisite power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution, delivery and performance by the Purchaser of this Agreement have been duly authorized by all necessary corporate or other action on the part of such Purchaser. This Agreement constitutes valid and legally binding obligations of the Purchaser, enforceable against such Purchaser in accordance with its terms.

Due Authorization. The Such Purchaser has the requisite powernecessary right, power and authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution, delivery and performance by carry out the Purchaser of this Agreement have been duly authorized by all necessary corporate or other action on the part of such Purchasertransactions contemplated hereby. This Agreement has been duly executed and delivered by such Purchaser and constitutes such Purchaser's valid and legally binding obligations of the Purchaser, obligation enforceable against such Purchaser in accordance with its terms.

Due Authorization. The Purchaser has the requisite powercorporate or limited liability company, as applicable, power and authority to execute, deliver and capacity to enter into perform this Agreement and to perform its obligations hereunderconsummate the transactions contemplated hereby. The execution, delivery This Agreement has been duly executed and performance delivered by the Purchaser and assuming the due authorization, execution and delivery of this Agreement have been duly authorized by all necessary corporate or other action on the part of such Purchaser. This Seller, this Agreement constitutes the Purchaser’s legal, valid and legally binding obligations of the Purchaserobligations, enforceable against such Purchaser it in accordance with its terms, subject to Enforceability Limitations.

Due Authorization. The Purchaser has the requisite powerall right, power and authority and capacity to enter into this Agreement and to perform its obligations hereunderconsummate the transactions contemplated hereby. The execution, execution and delivery of this Agreement and performance the consummation by the Purchaser of this Agreement the transactions contemplated hereby have been duly authorized by all necessary corporate or other action on behalf of the part of such Purchaser. This Agreement has been duly executed and delivered by the Purchaser and constitutes a valid and legally binding obligations agreement of the Purchaser, Purchaser enforceable against such Purchaser in accordance with its terms.

Due Authorization. The Purchaser has the requisite all necessary corporate power, authority and capacity to enter into this Agreement and all other agreements and instruments to perform be executed by it as contemplated by this Agreement and to carry out its obligations hereunderunder this Agreement and such other agreements and instruments. The execution, execution and delivery and performance by the Purchaser of this Agreement and such other agreements and instruments and the completion of the transactions contemplated by this Agreement and such other agreements and instruments have been duly authorized by all necessary corporate or other action on the part of such Purchaser. This Agreement constitutes valid and legally binding obligations of the Purchaser, enforceable against such Purchaser in accordance with its terms.

Due Authorization. The Each Purchaser has the requisite power, full power and authority and capacity has taken all action necessary to enter into this Agreement and to perform its obligations hereunder. The execution, delivery and performance by authorize the Purchaser of to execute, deliver and perform the Purchaser’s obligations under this Agreement have been duly authorized by all necessary corporate or other action on the part of such PurchaserAgreement. This Agreement constitutes is the legal, valid and legally binding obligations obligation of the Purchaser, enforceable against such Purchaser in accordance with its terms.

Due Authorization. The Purchaser has the requisite power, authority and full capacity to enter into this Agreement and to perform its carry out his respective obligations hereunder. The execution, delivery and performance by the Purchaser of this This Agreement have has been duly authorized executed and delivered by all necessary corporate or other action on Purchaser and constitutes the part of such Purchaser. This Agreement constitutes valid legal, valid, and legally binding obligations of the Purchaser, enforceable against such Purchaser in accordance with its terms, subject to applicable bankruptcy, insolvency, and similar laws and subject to the limitations imposed by law or equitable principles affecting the availability of specific performance, injunctive relief and other equitable remedies.

Due Authorization. The Purchaser has the requisite all necessary corporate power, authority and capacity to enter into this Agreement and to perform carry out its obligations hereunderunder this Agreement. The execution, execution and delivery of this Agreement and performance by the Purchaser consummation of the transaction contemplated under this Agreement have been duly authorized by all necessary corporate or other action on the part of such Purchaser. This Agreement constitutes valid and legally binding obligations of the Purchaser. The Purchaser has obtained all consents and authorizations of its directors and shareholders as may be required by law, enforceable against such Purchaser in accordance with its termsarticles and by-laws or any shareholders' or other agreement to which it is a party.

Due Authorization. The Purchaser has the requisite powerfull power and authority to execute, authority deliver and capacity to enter into perform this Agreement and to perform its obligations hereundercarry out the transactions contemplated hereby. The execution, delivery and performance by the Purchaser of this Agreement and-agreements related hereto, and the transaction contemplated hereby have been duly and validly authorized by all necessary corporate or other action on actions of the part of such Purchaser. This Agreement constitutes valid has been duly and legally binding obligations of validly executed and delivered by the Purchaser, and constitutes the valid and binding obligation of the Purchaser enforceable against such Purchaser the Purchaser, in accordance with its terms.

Due Authorization. The (a) Purchaser has the requisite power, authority duly and capacity to enter into validly executed and delivered this Agreement and to perform its obligations hereunder. The execution, delivery and performance by the Purchaser of this Agreement have been duly authorized by all necessary corporate or other action on the part of such PurchaserAgreement. This Agreement constitutes the legal, valid and legally binding obligations obligation of the Purchaser, enforceable against such the Purchaser in accordance with its terms.

Due Authorization. The (a) Purchaser has the requisite power, full power and authority and capacity to enter into this Agreement and to perform its obligations hereunderconsummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Purchaser of this Agreement have been duly authorized and validly approved by all necessary the board of directors of Purchaser and no other corporate actions or other action proceedings on the part of such Purchaser. This Purchaser are necessary to authorize this Agreement constitutes valid and legally binding obligations of the Purchaser, enforceable against such Purchaser in accordance with its termstransactions contemplated hereby.

Due Authorization. The Purchaser has the requisite power, full power and authority and capacity to enter into this Agreement and to perform its obligations hereunder. The executioncarry out the transactions contemplated hereby, delivery and performance by the Purchaser of this Agreement have has been duly authorized and validly executed and delivered by all necessary corporate or other action on Purchaser, and constitutes the part of such Purchaser. This Agreement constitutes legal, valid and legally binding obligations obligation of the Purchaser, enforceable against such Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws from time to time in effect which affect creditors' rights generally, and by legal and equitable limitations on the availability of specific remedies.

Due Authorization. The Purchaser has the requisite all necessary power, authority and capacity to enter into this Agreement and to perform its obligations hereunderunder this Agreement. The execution, execution and delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate or other action on the part of such Purchaser. This Agreement constitutes valid and legally binding obligations of the Purchaser, enforceable against such Purchaser in accordance with its terms.

Due Authorization. The Purchaser has the all requisite power, authority corporate power and capacity has taken all requisite corporate action to enter into execute and deliver this Agreement and to carry out and perform all of its obligations hereunder. The execution, delivery and performance by the Purchaser of this This Agreement have has been duly authorized by all necessary corporate or other action authorized, executed and delivered on behalf of Purchaser and constitutes the part of such Purchaser. This Agreement constitutes valid and legally binding obligations agreement of the Purchaser, enforceable against such Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally and (ii) as limited by equitable principles generally.

Due Authorization. The Purchaser has the all requisite power, limited liability company power and authority to execute and capacity to enter into deliver this Agreement and to perform its obligations hereunderunder this Agreement. The execution, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate or other action on the part of such the managers and members of the Purchaser. The Purchaser has duly and validly executed and delivered this Agreement. This Agreement constitutes a valid and legally binding obligations agreement on the part of the Purchaser, Purchaser and is enforceable against such Purchaser the Seller in accordance with its terms.

Due Authorization. The Purchaser has the requisite power, full power and authority and capacity has taken all action necessary to enter into this Agreement and to perform its obligations hereunder. The execution, delivery and performance by authorize the Purchaser of to execute, deliver and perform the Purchaser's obligations under this Agreement have been duly authorized by all necessary corporate or other action on the part of such PurchaserAgreement. This Agreement constitutes is the legal, valid and legally binding obligations obligation of the Purchaser, enforceable against such Purchaser in accordance with its terms.. DRAFT

Due Authorization. The Purchaser has the all requisite powercorporate power and authority to execute, authority deliver and capacity to enter into perform its obligations under this Agreement and to perform the Other Agreements, and the execution and delivery of this Agreement and the Other Agreements and the performance of all of its obligations hereunder. The execution, delivery under this Agreement and performance by the Purchaser of this Other Agreement have been duly authorized by all necessary corporate or other action on the part of such Purchaser. This Agreement constitutes valid and legally binding obligations of the Purchaser, enforceable against such Purchaser in accordance with its terms.

Due Authorization. The Purchaser has the requisite power, authority and capacity to enter into performance of this Agreement and to perform its obligations hereunder. The execution, delivery and performance the transactions contemplated hereunder by the Purchaser of this Agreement have been duly authorized by all necessary corporate or other action on the part of such Purchaser. This Agreement constitutes valid and legally binding obligations of the Purchaser, and this Agreement is binding on and enforceable against such Purchaser in accordance with its terms. The person(s) signing this Agreement, and any document pursuant hereto on behalf of Purchaser, has full power and authority to bind Purchaser.

Due Authorization. The Each Purchaser represents for such Purchaser to the Company that such Purchaser has the requisite power, full power and authority and capacity has taken all action necessary to enter into authorize such Purchaser to execute, deliver and perform such Purchaser's obligations under this Agreement and the other agreements to perform its obligations hereunder. The execution, delivery be executed and performance delivered by the such Purchaser of this Agreement have been duly authorized by all necessary corporate or other action on the part of such Purchaserin connection herewith. This Agreement constitutes Agreement, and each other such agreement, is the legal, valid and legally binding obligations obligation of the Purchaser, enforceable against such Purchaser in accordance with its terms.

Due Authorization. The Such Purchaser has the requisite power, authority and full capacity to enter into this Agreement and to perform carry out its respective obligations hereunder. The execution, delivery and performance by the Purchaser of this This Agreement have has been duly authorized executed and delivered by all necessary corporate or other action on such Purchaser and constitutes the part of such Purchaser. This Agreement constitutes valid legal, valid, and legally binding obligations of the such Purchaser, enforceable against such Purchaser in accordance with its terms.

Due Authorization. The Purchaser has full power and authority to execute, deliver and perform the requisite power, authority and capacity to enter into this Agreement Transaction Agreements and to perform its obligations hereunderconsummate the transactions contemplated thereby. The executionTransaction Agreements constitute legal, delivery and performance by the Purchaser of this Agreement have been duly authorized by all necessary corporate or other action on the part of such Purchaser. This Agreement constitutes valid and legally binding obligations obligation of the Purchaser, enforceable against such Purchaser it in accordance with its terms., except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally or general

Due Authorization. The Purchaser has the requisite all necessary corporate power, authority and capacity to enter into this Agreement and the Transaction Documents and to perform carry out its obligations hereunderhereunder and thereunder. The execution, execution and delivery and performance by the Purchaser of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or other action of the Purchaser and no further action on the part of such Purchaser. This the Purchaser is or will be required in connection with the transactions contemplated by this Agreement constitutes valid and legally binding obligations of the Purchaser, enforceable against such Purchaser in accordance with its termsor any Transaction Document.

Due Authorization. The Purchaser Each of the Purchasers has the requisite power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution, delivery and performance by the Purchaser Purchasers of this Agreement have been duly authorized by all necessary corporate or other action on the part of such Purchaserthe Purchasers. This Agreement constitutes valid and legally binding obligations of the PurchaserPurchasers, enforceable against such Purchaser the Purchasers in accordance with its terms.

Due Authorization. The Purchaser has the requisite all necessary corporate power, authority and capacity to enter into this Agreement and all other agreements and instruments to be executed by it as contemplated by this Agreement and to perform its obligations hereunderunder this Agreement and such other agreements and instruments. The execution, execution and delivery and performance by the Purchaser of this Agreement and such other agreements and instruments and the completion of the transactions contemplated by this Agreement and such other agreements and instruments have been duly authorized by all necessary corporate or other action on the part of such Purchaser. This Agreement constitutes valid and legally binding obligations of the Purchaser, enforceable against such Purchaser in accordance with its terms.

Due Authorization. The Purchaser has the requisite corporate power, authority and capacity to enter into this Agreement and to perform carry out its obligations hereunderunder this Agreement. The execution, execution and delivery of this Agreement and performance the completion of the transactions contemplated by the Purchaser of this Agreement have been duly authorized by all necessary corporate or other action on the part of such Purchaser. This Agreement constitutes valid and legally binding obligations of the Purchaser, enforceable against such Purchaser in accordance with its terms.

Due Authorization. The Purchaser has the requisite powerall right, power and authority and capacity to enter into this Agreement the Agreements and to perform its obligations hereunderconsummate the transactions contemplated thereby. The execution, execution and delivery of the Agreements by the Purchaser and performance the consummation by the Purchaser of this Agreement the transactions contemplated thereby have been duly authorized by all necessary corporate or other action on the part of such Purchaser. This Agreement constitutes valid and legally binding obligations behalf of the Purchaser, . Each of the Agreements has been duly executed and delivered by the Purchaser and constitutes a valid and binding agreement of the Purchaser enforceable against such Purchaser in accordance with its terms.

Due Authorization. The Purchaser has the requisite power, authority and full capacity to enter into this Agreement and to perform its carry out his obligations hereunder. The execution, delivery and performance by the Purchaser of this This Agreement have has been duly authorized executed and delivered by all necessary corporate or other action on Purchaser and constitutes the part of such Purchaser. This Agreement constitutes valid legal, valid, and legally binding obligations of the Purchaser, enforceable against such Purchaser in accordance with its terms.

Due Authorization. The Purchaser has the Purchasers have all requisite powercorporate power and authority to execute, authority deliver and capacity to enter into perform its obligations under this Agreement and to perform its obligations hereunder. The executionthe Other Agreements, and the execution and delivery and performance by the Purchaser of this Agreement and the Other Agreements and the performance of all of its obligations hereunder and thereunder have been duly authorized by all necessary corporate Purchasers and, to the extent required by Law, contract or otherwise, its stockholders. No other action proceedings on the part of such Purchaser. This Purchasers are necessary to authorize this Agreement constitutes valid and legally binding obligations of or the Purchaser, enforceable against such Purchaser in accordance with its termsOther Agreements.

Due Authorization. The Purchaser has the requisite power, authority execution and capacity to enter into this Agreement and to perform its obligations hereunder. The execution, delivery and performance by the Purchaser of this Agreement by Purchaser and performance of the obligations of Purchaser contemplated hereby have been duly and validly authorized by all necessary corporate or action. Purchaser has the right, power and authority to enter into and perform this Agreement and any other action on the part of such Purchaser. This agreements contemplated hereby, and this Agreement constitutes the valid and legally binding obligations of the Purchaser, enforceable against such Purchaser in accordance with its their terms.

Due Authorization. The Purchaser has represents and warrants that (i) the requisite power, authority execution and capacity to enter into this Agreement and to perform its obligations hereunder. The execution, delivery and performance by the Purchaser of this Agreement by it and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate or other action on its behalf and (ii) this Agreement has been duly executed and delivered by the part of such Purchaser. This Agreement Purchaser and constitutes the valid and legally binding obligations obligation of the Purchaser, enforceable against such Purchaser it in accordance with its terms.

Due Authorization. The Purchaser has the all requisite power, corporate power and ----------------- authority and capacity to enter into this Agreement and to perform carry out its obligations hereunderunder this Agreement. The execution, delivery and performance by the Purchaser of this Agreement have by Purchaser has been duly authorized by all necessary corporate or other action on the part of such Purchaser. This Agreement has been duly executed and delivered by Purchaser and constitutes the legal, valid and legally binding obligations obligation of the Purchaser, enforceable against such Purchaser in accordance with its terms.

Due Authorization. The Purchaser has the requisite power, full power and authority and capacity to enter into this Agreement and all other agreements to perform its obligations hereunder. The execution, delivery be executed and performance delivered by it in connection herewith and to purchase the Purchaser of this Agreement have been duly authorized by all necessary corporate or other action on the part of such Purchaser. This Agreement constitutes valid and legally binding obligations of the Purchaser, enforceable against such Purchaser in accordance with its termsPurchased Assets.

Due Authorization. The Purchaser has the requisite power, authority corporate power and capacity to enter into this Agreement into, and to perform its obligations hereunderunder this Agreement. The executionThis Agreement and each of the agreements, delivery contracts and performance instruments required by the Purchaser of this Agreement have to be delivered by Purchaser and the consummation of the transactions contemplated hereunder has been duly authorized by all necessary corporate or other action on the part of such Purchaser. This Agreement constitutes valid and legally binding obligations of the Purchaser, enforceable against such Purchaser in accordance with its terms.17 DOCPROPERTY "DocsID" \* MERGEFORMAT LEGAL_1:76122024.17 …/

Due Authorization. The Such Purchaser has the requisite power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution, delivery and performance by the such Purchaser of this Agreement have been duly authorized by all necessary corporate or other action on the part of such the Purchaser. This Agreement constitutes valid and legally binding obligations of the such Purchaser, enforceable against such Purchaser in accordance with its terms.

Due Authorization. The Purchaser has all the requisite necessary corporate power, authority and capacity to enter into this Agreement and all other agreements and instruments to perform be executed by it as contemplated by this Agreement and to carry out its obligations hereunder. The execution, delivery and performance by the Purchaser of under this Agreement have been duly authorized by all necessary corporate or and such other action on the part of such Purchaser. This Agreement constitutes valid agreements and legally binding obligations of the Purchaser, enforceable against such Purchaser in accordance with its termsinstruments.

Due Authorization. The Purchaser has the requisite all necessary corporate power, authority and capacity to enter into this Agreement and to perform carry out its obligations hereunderunder this Agreement. The execution, execution and delivery of this Agreement and performance by the Purchaser consummation of the transactions contemplated in this Agreement have been duly authorized by all necessary corporate or other action on the part of such Purchaser. This Agreement constitutes valid and legally binding obligations of the Purchaser, enforceable against such Purchaser in accordance with its terms.

Due Authorization. The Purchaser has the requisite all necessary corporate power, authority and capacity to enter into this Agreement and all other agreements and instruments to perform be executed by it as contemplated by this Agreement and to carry out its obligations hereunderunder this Agreement and such other agreements and instruments. The execution, execution and delivery and performance by the Purchaser of this Agreement and such other agreements and instruments and the completion by the Purchaser of the transactions contemplated by this Agreement and such other agreements and instruments have been duly authorized by all necessary corporate or other action on the part of such Purchaser. This Agreement constitutes valid and legally binding obligations of the Purchaser, enforceable against such Purchaser in accordance with its terms.

Due Authorization. The Purchaser has the requisite corporate power, authority ----------------- and capacity to enter into this Agreement and all other agreements and instruments to perform be executed by it as contemplated by this Agreement and to carry out its obligations hereunderunder this Agreement and such other agreements and instruments. The execution, execution and delivery and performance by the Purchaser of this Agreement and such other agreements and instruments and the completion of the transactions contemplated by this Agreement and such other agreements and instruments have been duly authorized by all necessary corporate or other action on the part of such Purchaser. This Agreement constitutes valid and legally binding obligations of the Purchaser, enforceable against such Purchaser in accordance with its termsdirectors and its sole shareholder.

Due Authorization. The Purchaser has the requisite powerpower and authority to make, authority execute, deliver and capacity to enter into perform this Agreement and all of the transactions contemplated under this Agreement, and has taken all necessary action to perform its obligations hereunder. The authorize the execution, delivery and performance by of this Agreement. When executed and delivered, this Agreement will constitute the legal, valid and binding obligation of the Purchaser of this Agreement have been duly authorized by all necessary corporate or other action on the part of such Purchaser. This Agreement constitutes valid and legally binding obligations of the Purchaser, enforceable against such Purchaser in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and by the availability of equitable remedies.

Due Authorization. The Purchaser has the requisite power, necessary corporate power and authority and capacity to enter into execute this Agreement and to perform its obligations hereunder. The execution, delivery execution of this Agreement by the Purchaser and the performance by the Purchaser of this Agreement its obligations hereunder have been duly authorized by all necessary corporate or other action on its part. Such execution and performance by the part of such Purchaser. This Agreement constitutes valid and legally binding obligations of Purchaser do not require any action or consent of, any registration with, or notification to, any Person, or any action or consent under any Laws to which the Purchaser, enforceable against such Purchaser in accordance with its termsis subject.

Due Authorization. The Purchaser has the requisite corporate power, authority and capacity to enter into this Agreement and all other agreements and instruments to perform be executed by it as contemplated by this Agreement and to carry out its obligations hereunderunder this Agreement and such other agreements and instruments. The execution, execution and delivery and performance by the Purchaser of this Agreement and such other agreements and instruments and the completion of the transactions contemplated by this Agreement and such other agreements and instruments have been duly authorized by all necessary corporate or other action on the part of such Purchaser. This Agreement constitutes valid and legally binding obligations of the Purchaser, enforceable against such Purchaser in accordance with its terms.;

Due Authorization. The Purchaser has the requisite all necessary corporate power, authority and capacity to enter into this Agreement and to perform carry out its obligations hereunderunder this Agreement. The execution, execution and delivery of this Agreement and performance by the Purchaser consummation of the transactions contemplated under this Agreement have been duly authorized by all necessary corporate or other action on the part of such Purchaser. This Agreement constitutes valid and legally binding obligations of the Purchaser, enforceable against such Purchaser in accordance with its terms.

Due Authorization. The Purchaser has the requisite power, power and authority and capacity to enter into and perform this Agreement and to perform its obligations hereunder. The execution, delivery and performance by the Purchaser of this Agreement have been duly authorized by all necessary corporate or other action on the part of such PurchaserAgreement. This Agreement constitutes is the valid and legally binding obligations agreement of the Purchaser, enforceable against such Purchaser in accordance with its terms.

Due Authorization. The Purchaser has the requisite power, necessary corporate power and authority and capacity to enter into execute this Agreement and to perform its obligations hereunder. The execution, delivery and performance by the Purchaser execution of this Agreement by Purchaser and the performance by Purchaser of its obligations hereunder have been duly authorized by all necessary corporate or other action on the part of such Purchaserits part. This Agreement constitutes valid Such execution and legally binding obligations of the Purchaserperformance by Purchaser do not require any action or consent of, enforceable against such any registration with, or notification to, any Person, or any action or consent under any Laws to which Purchaser in accordance with its termsis subject.

Due Authorization. The Purchaser has the Purchasers have all requisite powercorporate power and authority to execute, authority deliver and capacity to enter into perform its obligations under this Agreement and to perform its obligations hereunder. The executionthe Other Agreements, and the execution and delivery and performance by the Purchaser of this Agreement and the Other Agreements and the performance of all of its obligations hereunder and thereunder have been duly authorized by all necessary corporate Purchasers and, to the extent required by Law, contract or otherwise, its stockholders. No other action proceedings on the part of such PurchaserPurchasers are necessary to authorize this Agreement or the Other Agreements. This Agreement constitutes valid and legally binding obligations of the Purchaser, enforceable against such Purchaser in accordance with its terms.5.3

Due Authorization. The Purchaser has the requisite power, full power and authority and capacity has taken all action necessary to enter into this Agreement and to perform its obligations hereunder. The execution, delivery and performance by authorize the Purchaser of to execute, deliver and perform the Purchaser’s obligations under this Agreement have been duly authorized by all necessary corporate or other action on the part of such PurchaserAgreement. This Agreement constitutes is the legal, valid and legally binding obligations obligation of the Purchaser, enforceable against such Purchaser in accordance with its terms.

Due Authorization. The Purchaser has the requisite power, full power and authority and capacity to enter into this Agreement and to perform carry out its obligations hereunder. The execution, delivery This Agreement has been duly executed and performance delivered by the Purchaser of this Agreement have been duly authorized by all necessary corporate or other action on and constitutes the part of such Purchaser. This Agreement constitutes valid legal, valid, and legally binding obligations of the Purchaserit, enforceable against such Purchaser it in accordance with its terms, except as may be limited by the availability of equitable remedies or by applicable bankruptcy, insolvency, reorganization, moratorium, or other laws affecting creditors' rights generally.

Due Authorization. The Purchaser has the all requisite power, authority corporate power and capacity has taken all requisite corporate action to enter into execute and deliver this Agreement and to carry out and perform all of its obligations hereunder. The execution, delivery and performance by the Purchaser of this This Agreement have has been duly authorized by all necessary corporate or other action authorized, executed and delivered on behalf of Purchaser and constitutes the part of such Purchaser. This Agreement constitutes valid and legally binding obligations agreement of the Purchaser, enforceable against such Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors’ rights generally and (ii) as limited by equitable principles generally.

Due Authorization. The Purchaser has the requisite all necessary corporate power, authority and capacity to enter into this Agreement and to take, perform or execute all proceedings, acts and instruments necessary or advisable to consummate the purchase of the Assigned Assets and to fulfil its obligations hereunder. The execution, delivery and performance by the Purchaser of under this Agreement have been duly authorized by all necessary corporate or other action on the part of such Purchaser. This Agreement constitutes valid and legally binding obligations of the Purchaser, enforceable against such Purchaser in accordance with its termsAgreement.

Due Authorization. The Purchaser has the requisite all necessary corporate power, authority and capacity to enter into this Agreement and all other agreements and instruments to perform be executed by it as contemplated by this Agreement and to carry out its obligations hereunderunder this Agreement and such other agreements and instruments. The execution, execution and delivery and performance by the Purchaser of this Agreement and such other agreements and instruments and the completion of the transactions contemplated by this Agreement and such other agreements and instruments have been duly authorized by all necessary corporate or other action on the part of such Purchaser. This Agreement constitutes valid the Purchaser and legally binding obligations of the Purchaser, enforceable against such Purchaser in accordance with its termsshareholder.

Due Authorization. The Purchaser has the requisite all necessary corporate power, authority and capacity to enter into this Agreement and all other agreements and instruments to perform be executed by each of them as contemplated by this Agreement and to carry out its obligations hereunderunder this Agreement and such other agreements and instruments. The execution, execution and delivery and performance by the Purchaser of this Agreement and such other agreements and instruments and the completion of the transactions contemplated by this Agreement and such other agreements and instruments have been duly authorized by all necessary corporate or other action on the part of such Purchaser. This Agreement constitutes valid and legally binding obligations of the Purchaser, enforceable against such Purchaser in accordance with its terms.

Due Authorization. The Purchaser has the requisite all necessary corporate power, authority and capacity to enter into this Agreement Agreement, and to perform its obligations hereunderunder this Agreement. The executionOn Closing, the execution and delivery and performance by the Purchaser of this Agreement Agreement, and the consummation of the transactions contemplated hereby, will have been duly authorized by all necessary corporate or other action on the part of such Purchaser. This Agreement constitutes valid and legally binding obligations of the Purchaser, enforceable against such Purchaser in accordance with its terms.

Due Authorization. The Purchaser has the requisite power, authority execution and capacity to enter into delivery of this Agreement by Purchaser and to perform its obligations hereunder. The execution, delivery the purchase of the Purchased Assets and performance of the obligations of Purchaser contemplated hereby and by the Purchaser of this Assumption Agreement have been duly and validly authorized by all necessary corporate or other action on action. Purchaser has the part of such Purchaser. This right, power and authority to enter into and perform this Agreement constitutes and the Assumption Agreement, and this Agreement constitutes, and the Assumption Agreement will, upon its execution constitute, the valid and legally binding obligations of the Purchaser, enforceable against such Purchaser in accordance with its their terms.

Due Authorization. The Purchaser has the requisite powerfull power and authority to execute, authority deliver and capacity to enter into perform this Agreement and to perform its obligations hereundercarry out the transactions contemplated hereby. The execution, delivery and performance by the Purchaser of this Agreement and agreements related hereto, and the transaction contemplated hereby have been duly and validly authorized by all necessary corporate or other action on actions of the part of such Purchaser. This Agreement constitutes valid has been duly and legally binding obligations of validly executed and delivered by the Purchaser, and constitutes the valid and binding obligation of the Purchaser enforceable against such Purchaser the Purchaser, in accordance with its terms.

Due Authorization. The Purchaser has the requisite power, necessary corporate power and authority and capacity to enter into execute this Agreement and to perform its obligations hereunder. The execution, delivery and performance by the Purchaser execution of this Agreement by Purchaser and the performance by Purchaser of its obligations hereunder have been duly authorized by all necessary corporate or other action on the part of such Purchaserits part. This Agreement constitutes valid Such execution and legally binding obligations of the Purchaserperformance by Purchaser does not require any action or consent of, enforceable against such any registration with, or notification to, any Person, or any action or consent under any Laws to which Purchaser in accordance with its termsis subject.