Common use of Organization; Authority Clause in Contracts

Organization; Authority. The Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by the Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate or similar action on the part of the Purchaser. Each Transaction Document to which it is a party has been duly executed by the Purchaser, and when delivered by the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Organization; Authority. The Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by the such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate or similar action on the part of the such Purchaser. Each Transaction Document to which it is a party has been duly executed by the such Purchaser, and when delivered by the such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of the such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ ' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Organization; Authority. The Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by the Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate or similar action on the part of the Purchaser. Each Transaction Document to which it is a party has been duly executed by the Purchaser, and when delivered by the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Purchaser, enforceable against it in accordance with its terms, except except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Organization; Authority. The Purchaser Seaside is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by the Purchaser Seaside of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate corporate, partnership, limited liability company or similar action action, as applicable, on the part of the PurchaserSeaside. Each Transaction Document to which it is a party has been duly executed by the PurchaserSeaside, and when delivered by the Purchaser Seaside in accordance with the terms hereof, will constitute the valid and legally binding obligation of the PurchaserSeaside, enforceable against it in accordance with its terms, except except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Organization; Authority. The Purchaser is an entity duly organizedincorporated, validly existing and in good standing under the laws of the jurisdiction of its organization incorporation with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by the Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate or similar action action, as applicable, on the part of the Purchaser. Each Transaction Document to which it is a party has been duly executed by the Purchaser, and when delivered by the such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of the such Purchaser, enforceable against it in accordance with its terms, except except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Organization; Authority. The Purchaser Holder is an entity duly organizedincorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its organization incorporated or formed with full right, corporate corporate, partnership, limited liability company or partnership similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents this Agreement and performance by the Purchaser Holder of the transactions contemplated by the Transaction Documents herein have been duly authorized by all necessary corporate corporate, partnership, limited liability company or similar action action, as applicable, on the part of the PurchaserHolder. Each Transaction Document to which it is a party This Agreement has been duly executed by the PurchaserHolder, and when delivered by the Purchaser Holder in accordance with the terms hereof, will constitute the valid and legally binding obligation of the PurchaserHolder, enforceable against it in accordance with its terms, except except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Organization; Authority. The Purchaser Such Assignee is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents this Agreement and otherwise to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of the Transaction Documents this Agreement and performance by the Purchaser such Assignee of the transactions contemplated by the Transaction Documents this Agreement have been duly authorized by all necessary corporate corporate, partnership, limited liability company or similar action action, as applicable, on the part of the Purchasersuch Assignee. Each Transaction Document to which it is a party This Agreement has been duly executed by the Purchasersuch Assignee, and when delivered by the Purchaser such Assignee in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Purchasersuch Assignee, enforceable against it in accordance with its terms, except except: (ia) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ ' rights generally, (iib) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iiic) insofar as indemnification and contribution provisions may be limited by applicable law.

Organization; Authority. The If such Purchaser is an entity, such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of the Transaction Documents and performance by the such Purchaser of the transactions contemplated by the Transaction Documents this Agreement have been duly authorized by all any necessary corporate or similar action on the part of the such Purchaser. Each Transaction Document to which it is a party has been duly executed by the such Purchaser, and when delivered by the such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of the such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Organization; Authority. The Such Purchaser is an entity Person and if applicable, duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by the such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate or similar action on the part of the such Purchaser. Each Transaction Document to which it is a party has been duly executed by the such Purchaser, and when delivered by the such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of the such Purchaser, enforceable against it in accordance with its terms, except except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Organization; Authority. The Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and the performance by the such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate or similar action on the part of the such Purchaser. Each Transaction Document to which it is a party has been duly executed by the such Purchaser, and when delivered by the such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of the such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Organization; Authority. The If the Purchaser is an entity, such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of the Transaction Documents and performance by the such Purchaser of the transactions contemplated by the Transaction Documents this Agreement have been duly authorized by all necessary corporate corporate, if applicable, or similar action on the part of the such Purchaser. Each Transaction Document to which it is a party has been duly executed by the such Purchaser, and when delivered by the such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of the such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Organization; Authority. The Each of the Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, the requisite corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of the Transaction Documents and performance by each of the Purchaser of the transactions contemplated by the Transaction Documents this Agreement have been duly authorized by all necessary corporate or similar action on the part of the each Purchaser. Each Transaction Document to which it each Purchaser is a party has been duly executed by the each Purchaser, and when delivered by the each Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of the such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Organization; Authority. The Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by the such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate or similar action on the part of the such Purchaser. Each Transaction Document to which it is a party has been duly executed by the Purchaser, and when delivered by the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Organization; Authority. The Such Purchaser is a natural person or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of the Transaction Documents and performance by the such Purchaser of the transactions contemplated by the Transaction Documents this Agreement have been duly authorized by all necessary corporate or similar action action, as may be applicable, on the part of the such Purchaser. Each Transaction Document to which it is a party has been duly executed by the such Purchaser, and when delivered by the such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of the such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Organization; Authority. The Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by the such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate corporate, or similar action on the part of the such Purchaser. Each Transaction Document to which it is a party has been duly executed by the such Purchaser, and when delivered by the such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of the such Purchaser, enforceable against it in accordance with its terms, except except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Organization; Authority. The Purchaser Such Holder is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents this Agreement and performance by the Purchaser such Holder of the transactions contemplated by the Transaction Documents this Agreement have been duly authorized by all necessary corporate corporate, partnership, limited liability company or similar action action, as applicable, on the part of the Purchasersuch Holder. Each Transaction Document to which it is a party has been duly executed by the Purchasersuch Holder, and when delivered by the Purchaser such Holder in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Purchasersuch Holder, enforceable against it in accordance with its terms, except except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Organization; Authority. The Purchaser Such Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by the Purchaser such Buyer of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate or similar action on the part of the Purchasersuch Buyer. Each Transaction Document to which it is a party has been duly executed by the Purchasersuch Buyer, and when delivered by the Purchaser such Buyer in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Purchasersuch Buyer, enforceable against it in accordance with its terms, except except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ ' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Organization; Authority. The Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by the such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate or similar action on the part of the such Purchaser. Each Transaction Document to which it is a party has been duly executed by the such Purchaser, and when delivered by the such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of the such Purchaser, enforceable against it in accordance with its terms, except except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, ; (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies remedies; and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Organization; Authority. The Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Transaction Documents Warrant and performance by the such Purchaser of the transactions contemplated by this Agreement and the Transaction Documents Warrant have been duly authorized by all necessary corporate or similar action on the part of the such Purchaser. Each Transaction Document to which it is a party has been duly executed by the such Purchaser, and when delivered by the such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of the such Purchaser, enforceable against it in accordance with its terms, except except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Organization; Authority. The If a Purchaser is an entity, such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of the Transaction Documents and performance by the such Purchaser of the transactions contemplated by the Transaction Documents this Agreement have been duly authorized by all necessary individual, corporate or similar partnership action on the part of the such Purchaser. Each Transaction Document to which it is a party has been duly executed by the such Purchaser, and when delivered by the such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of the such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Organization; Authority. The Such Purchaser is an entity duly organized, validly existing existing, and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by the such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate or similar action on the part of the such Purchaser. Each Transaction Document to which it is a party has been duly executed by the such Purchaser, and when delivered by the such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of the such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Organization; Authority. The Purchaser is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents this Agreement and performance by the Purchaser of the transactions contemplated by the Transaction Documents this Agreement have been duly authorized by all necessary corporate corporate, partnership, limited liability company or similar action action, as applicable, on the part of the Purchaser. Each Transaction Document to which it is a party The Agreement has been duly executed by the Purchaser, and when delivered by the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Purchaser, enforceable against it in accordance with its terms, except except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Organization; Authority. The Purchaser Such Assignee is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents this Agreement and otherwise to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of the Transaction Documents this Agreement and performance by the Purchaser such Assignee of the transactions contemplated by the Transaction Documents this Agreement have been duly authorized by all necessary corporate corporate, partnership, limited liability company or similar action action, as applicable, on the part of the Purchasersuch Assignee. Each Transaction Document to which it is a party This Agreement has been duly executed by the Purchasersuch Assignee, and when delivered by the Purchaser such Assignee in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Purchasersuch Assignee, enforceable against it in accordance with its terms, except except: (ia) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (iib) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iiic) insofar as indemnification and contribution provisions may be limited by applicable law.

Organization; Authority. The Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by the Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate or similar action on the part of the Purchaser. Each Transaction Document to which it is a party has been duly executed by the Purchaser, and when delivered by the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Purchaser, enforceable against it in accordance with its terms, except except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ ' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Organization; Authority. The Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by the Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate or similar action on the part of the Purchaser. Each Transaction Document to which it is a party has been duly executed by the Purchaser, and when delivered by the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies remedies, and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Organization; Authority. The Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full rightthe corporate, corporate limited liability company or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by the such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate or similar action on the part of the such Purchaser. Each Transaction Document to which it is a party has been duly executed by the such Purchaser, and when delivered by the such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of the such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Organization; Authority. The Purchaser is an entity duly organizedincorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its organization formation with full right, corporate or partnership right power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by the Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate or similar limited liability company action on the part of the Purchaser. Each Transaction Document to which it is a party has been duly executed by the Purchaser, and when delivered by the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Purchaser, enforceable against it in accordance with its terms, except except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Organization; Authority. The Purchaser is an entity duly organizedincorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its organization incorporation or formation with full right, corporate corporate, partnership, limited liability company or partnership similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents this Agreement and performance by the Purchaser of the transactions contemplated by the Transaction Documents hereby have been duly authorized by all necessary corporate corporate, partnership, limited liability company or similar action action, as applicable, on the part of the Purchaser. Each Transaction Document to which it is a party This Agreement has been duly executed by the Purchaser, and when delivered by the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Purchaser, enforceable against it in accordance with its terms, except except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. Purchaser is a resident in, or otherwise subject to applicable securities laws of, Switzerland.

Organization; Authority. The Purchaser is an entity duly organizedincorporated or formed, validly existing and in good standing under the laws of the jurisdiction State of its organization Delaware with full right, corporate limited liability company or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by the Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate or similar limited liability company action on the part of the Purchaser. Each Transaction Document to which it is a party has been duly executed by the Purchaser, and when delivered by the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Purchaser, enforceable against it in accordance with its terms, except except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, ; (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies remedies; and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Organization; Authority. The Purchaser Such Purchaser, if it is an entity entity, is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of the Transaction Documents and performance by the such Purchaser of the transactions contemplated by the Transaction Documents this Agreement have been duly authorized by all necessary corporate or similar action on the part of the such Purchaser. Each Transaction Document to which it is a party has been duly executed by the such Purchaser, and when delivered by the such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of the such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ ' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Organization; Authority. The If such Purchaser is an entity, such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of the Transaction Documents and performance by the such Purchaser of the transactions contemplated by the Transaction Documents this Agreement have been duly authorized by all necessary corporate or similar action on the part of the such Purchaser. Each Transaction Document to which it is a party has been duly executed by the such Purchaser, and when delivered by the such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of the such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Organization; Authority. The Purchaser is an entity duly organizeda limited liability company formed, validly existing and in good standing under the laws of the jurisdiction state of its organization Delaware with full right, corporate or partnership right and limited liability company power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by the Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate or similar limited liability company action on the part of the Purchaser. Each Transaction Document to which it is a party has been duly executed by the Purchaser, and when delivered by the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Purchaser, enforceable against it in accordance with its terms, except except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Organization; Authority. The Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate corporate, partnership, limited liability company or partnership similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents this Agreement and performance by the such Purchaser of the transactions contemplated by the Transaction Documents this Agreement have been duly authorized by all necessary corporate or similar action on the part of the such Purchaser. Each Transaction Document to which it is a party has been duly executed by the such Purchaser, and when delivered by the such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of the such Purchaser, enforceable against it in accordance with its terms, except except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Organization; Authority. The Such Purchaser is an entity is, if applicable, duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by the such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate or similar action on the part of the such Purchaser. Each Transaction Document to which it is a party has been duly executed by the such Purchaser, and when delivered by the such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of the such Purchaser, enforceable against it in accordance with its terms, except except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Organization; Authority. The Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by the Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate or similar action on the part of the Purchaser. Each Transaction Document to which it is a party has been duly executed by the Purchaser, and when delivered by the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Organization; Authority. The Purchaser is an entity duly organizedincorporated or formed, validly existing and in good standing under the laws of the jurisdiction State of its organization Delaware with full right, corporate or partnership limited liability company power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by the Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate or similar limited liability company action on the part of the Purchaser. Each Transaction Document to which it Purchaser is a party has been duly executed by the Purchaser, and when delivered by the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Purchaser, enforceable against it in accordance with its terms, except except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies remedies, and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.