Common use of Requisite Power and Authority Clause in Contracts

Requisite Power and Authority. Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out the provisions of this Agreement. All action on Purchaser's part required for the lawful execution and delivery of this Agreement has been or will be effectively taken prior to the Closing. This Agreement, when executed and delivered, will be a valid and binding obligation of Purchaser, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights and (ii) general principles of equity that restrict the availability of equitable remedies.

Requisite Power and Authority. Such Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out the provisions of this Agreementits provisions. All action on such Purchaser's ’s part required for the lawful execution and delivery of this Agreement has have been or will be effectively taken prior to the Closing. This AgreementUpon its execution and delivery, when executed and delivered, this Agreement will be a valid and binding obligation obligations of such Purchaser, enforceable in accordance with its terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights ’ rights, and (iib) as limited by general principles of equity that restrict the availability of equitable remedies.

Requisite Power and Authority. Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and the other Loan Documents and to carry out the provisions of this Agreementtheir provisions. All action on Purchaser's ’s part required for the lawful execution and delivery of this Agreement and the other Loan Documents has been or taken. Upon its execution and delivery, this Agreement and the other Loan Documents will be effectively taken prior to the Closing. This Agreement, when executed and delivered, will be a valid and binding obligation obligations of Purchaser, enforceable in accordance with its their respective terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws Laws of general application affecting enforcement of creditors' rights ’ rights, and (iib) as limited by general principles of equity that restrict the availability of equitable remedies.

Requisite Power and Authority. Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out the provisions of this Agreementits provisions. All action on Purchaser's part required for the lawful execution and delivery of this Agreement has have been or will be effectively taken prior to the Closing. This AgreementUpon its execution and delivery, when executed and delivered, this Agreement will be a valid and binding obligation of Purchaser, enforceable in accordance with its terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights and (iib) as limited by general principles of equity that restrict the availability of equitable remedies.

Requisite Power and Authority. Purchaser Buyer has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and the other Transaction Documents and to carry out the provisions of this Agreementcarryout their provisions. All action on Purchaser's Buyer’s part required for the lawful execution and delivery of this Agreement and the other Transaction Documents has been or taken. Upon its execution and delivery, this Agreement and the other Transaction Documents will be effectively taken prior to the Closing. This Agreement, when executed and delivered, will be a valid and binding obligation obligations of PurchaserBuyer, enforceable in accordance with its their respective terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights ’ rights, and (iib) as limited by general principles of equity that restrict the availability of equitable remedies.

Requisite Power and Authority. Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out the provisions of this Agreementhereof. All action on Purchaser's part required for the lawful execution and delivery of this Agreement has have been or will be effectively taken prior to each of the ClosingClosings. This AgreementUpon execution and delivery, when executed and delivered, this Agreement will be a valid and binding obligation of Purchaser, enforceable in accordance with its terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights right and (iib) general principles of equity that restrict the availability of equitable remedies.

Requisite Power and Authority. Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out the provisions of this Agreementits provisions. All action on Purchaser's part required for the lawful execution and delivery of this Agreement has have been or will be effectively taken prior to the Closing. This AgreementUpon its execution and delivery, when executed and delivered, this Agreement will be a valid and binding obligation of Purchaser, enforceable in accordance with its terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights rights, and (iib) general principles of equity that restrict the availability of equitable remedies.

Requisite Power and Authority. Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and the other Closing Documents and to carry out the provisions of this Agreementtheir provisions. All action on Purchaser's ’s part required for the lawful execution and delivery of this Agreement and the other Closing Documents has been or taken. Upon its execution and delivery, this Agreement and the other Closing Documents will be effectively taken prior to the Closing. This Agreement, when executed and delivered, will be a valid and binding obligation obligations of Purchaser, enforceable in accordance with its their respective terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws Laws of general application affecting enforcement of creditors' rights ’ rights, and (iib) as limited by general principles of equity that restrict the availability of equitable remedies.

Requisite Power and Authority. The Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out the provisions of this Agreementits provisions. All action on Purchaser's part required for the lawful execution and delivery of this Agreement has have been or will be effectively taken prior to the Closing. This AgreementUpon its execution and delivery, when executed and delivered, this Agreement will be a valid and binding obligation obligations of the Purchaser, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights rights, and (ii) general principles of equity that restrict the availability of equitable remedies.

Requisite Power and Authority. The Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement the Transaction Agreements and to carry out the provisions of this Agreement. All all action on the Purchaser's ’s part required for the lawful execution and delivery of this Agreement the Transaction Agreements has been or will be effectively taken prior to the Closingtaken. This Agreement, when The Transaction Documents been duly and validly executed and delivered, will be a delivered by the Purchaser and the Transaction Agreements are valid and binding obligation obligations of the Purchaser, enforceable in accordance with its their terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws Laws of general application affecting enforcement of creditors' rights and ’ rights, (iib) as limited by general principles of equity that restrict the availability of equitable remedies, and (c) to the extent that the enforceability of indemnification provisions may be limited by applicable Laws.

Requisite Power and Authority. Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out the provisions of this Agreementits provisions. All action on Purchaser's part required for the lawful execution and delivery of this Agreement has have been or will be effectively taken prior to the Closing. This AgreementUpon its execution and delivery, when executed and delivered, this Agreement will be a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights rights, and (ii) general principles of equity that restrict the availability of equitable remedies.

Requisite Power and Authority. Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out the provisions of this Agreement. All action on Purchaser's part required for the lawful execution and delivery of this Agreement has been or will be effectively taken prior to the Closing. This Agreement, when executed and delivered, will be a valid and binding obligation of Purchaser, enforceable in accordance with its terms, except terms (i) except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights and (ii) subject to general principles of equity that restrict the availability of equitable remedies.

Requisite Power and Authority. Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out the provisions of this Agreementperform its obligations hereunder. All action on Purchaser's part required for the lawful execution and delivery of this Agreement has have been or will be effectively taken prior to the Closing. This AgreementUpon execution and delivery, when executed and delivered, this Agreement will be a valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights rights, and (iib) general principles of equity that restrict the availability of equitable remedies.

Requisite Power and Authority. Such Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out the provisions of this Agreementits provisions. All action on such Purchaser's ’s part required for the lawful execution and delivery of this Agreement has have been or will be effectively taken prior to the ClosingClosings. This AgreementUpon its execution and delivery, when executed and delivered, this Agreement will be a valid and binding obligation obligations of such Purchaser, enforceable in accordance with its terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights ’ rights, and (iib) as limited by general principles of equity that restrict the availability of equitable remedies.

Requisite Power and Authority. Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out the provisions of this Agreementits provisions. All action actions on Purchaser's part required for the lawful execution and delivery of this Agreement has have been or will be effectively taken prior to the Closing. This AgreementUpon its execution and delivery, when executed and delivered, this Agreement will be a valid and binding obligation of Purchaser, enforceable in accordance with its terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights right and (iib) general principles of equity that restrict the availability of equitable remedies.

Requisite Power and Authority. Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out the provisions of perform its obligations under this Agreement. All action on Purchaser's part required for the lawful execution and delivery of this Agreement has have been or will be effectively taken prior to the Closing. This AgreementUpon their execution and delivery, when executed and delivered, this Agreement will be a valid and binding obligation of Purchaser, enforceable in accordance with its terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights and (iib) general principles of equity that restrict the availability of equitable remedies.

Requisite Power and Authority. Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out the provisions of this Agreementits provisions. All action on Purchaser's part required for the lawful execution and delivery of this Agreement has have been or will be effectively taken prior to the Closingclosing of the Offering. This AgreementUpon their execution and delivery, when executed and delivered, this Agreement will be a valid and binding obligation of Purchaser, enforceable in accordance with its their terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights rights, and (iib) general principles of equity that restrict the availability of equitable remedies.

Requisite Power and Authority. Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and the other Transaction Documents and to carry out the provisions of this Agreementtheir provisions. All action on Purchaser's ’s part required for the lawful execution and delivery of this Agreement and the other Transaction Documents has been or taken. Upon their execution and delivery, this Agreement and the other Transaction Documents will be effectively taken prior to the Closing. This Agreement, when executed and delivered, will be a valid and binding obligation obligations of Purchaser, enforceable in accordance with its their terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' ’ rights and (iib) as limited by general principles of equity that restrict the availability of equitable remedies.

Requisite Power and Authority. Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out the provisions of this Agreementtheir provisions. All action actions on Purchaser's ’s part required for the lawful execution and delivery of this Agreement has have been or will be effectively taken prior to the Closing. This AgreementUpon their execution and delivery, when executed and delivered, this Agreement will be a valid and binding obligation obligations of Purchaser, enforceable in accordance with its their terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' ’ rights and (iib) general principles of equity that restrict the availability of equitable remedies.

Requisite Power and Authority. Such Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out the provisions of this Agreement. All action on such Purchaser's ’s part required for the lawful execution and delivery of this Agreement has been or will be effectively taken prior to the Closing. This Agreement, when executed and delivered, will be a valid and binding obligation of such Purchaser, enforceable in accordance with its terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' ’ rights and (iib) general principles of equity that restrict the availability of equitable remedies.

Requisite Power and Authority. Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out the provisions of this Agreementits provisions. All action on Purchaser's ’s part required for the lawful execution and delivery of this Agreement has been or will be effectively taken prior to the Closing. This AgreementUpon its execution and delivery, when executed and delivered, this Agreement will be a valid and binding obligation of Purchaser, enforceable in accordance with its terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights creditors’rights, and (iib) general principles of equity that restrict the availability of equitable remedies. 4.2.

Requisite Power and Authority. Such Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out the provisions of this Agreement. All action on such Purchaser's ’s part required for the lawful execution and delivery of this Agreement has been or will be effectively taken prior to the Closing. This Agreement, when executed and delivered, will be a valid and binding obligation of such Purchaser, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' ’ rights and (ii) general principles of equity that restrict the availability of equitable remedies.

Requisite Power and Authority. The Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement the Transaction Agreements and to carry out the provisions of this Agreementtheir provisions. All action on the Purchaser's ’s part required for the lawful execution and delivery of this Agreement the Transaction Agreements has been or taken. Upon their execution and delivery, the Transaction Agreements will be effectively taken prior to the Closing. This Agreement, when executed and delivered, will be a valid and binding obligation obligations of the Purchaser, enforceable in accordance with its their terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws Laws of general application affecting enforcement of creditors' rights and ’ rights, (iib) as limited by general principles of equity that restrict the availability of equitable remedies., and

Requisite Power and Authority. Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement Investment Document and to carry out the provisions of this Agreementcontained herein. All action actions on Purchaser's ’s part required for the lawful execution and delivery of this Agreement has have been or will be effectively taken prior to the Closing. This AgreementUpon its execution and delivery, when executed and delivered, this Agreement will be a valid and binding obligation of Purchaser, enforceable in accordance with its terms, except as limited by (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights ’ rights, and (ii) general principles of equity that restrict the availability of equitable remedies.

Requisite Power and Authority. Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out the provisions of this Agreementhereof and thereof. All action on Purchaser's part required necessary for the lawful authorization, execution and delivery of this Agreement has have been or will be effectively taken prior to the Closingtaken. This AgreementUpon Purchaser's execution and delivery, when executed and delivered, this Agreement will be a valid and binding obligation of Purchaser, enforceable in accordance with its terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights rights, and (iib) as limited by general principles of equity that restrict the availability of equitable remedies.

Requisite Power and Authority. The Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out the provisions of this Agreementtheir provisions. All action on Purchaser's part required for the lawful execution and delivery of this Agreement has have been or will be effectively taken prior to the Closing. This AgreementUpon their execution and delivery, when executed and delivered, this Agreement will be a valid and binding obligation obligations of Purchaser, enforceable in accordance with its their terms, except (ia) as limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights rights; and (iib) general principles of equity that restrict the availability of equitable and legal remedies.

Requisite Power and Authority. Each Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out the provisions of this Agreementits provisions. All action actions on each Purchaser's part required for the lawful execution and delivery of this Agreement has been or will be effectively taken prior to the Closing. This Upon execution and delivery of this Agreement, when executed and delivered, this Agreement will be a valid and binding obligation of each Purchaser, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights and (ii) general principles of equity that restrict the availability of equitable remedies.

Requisite Power and Authority. Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and the Stockholders’ Agreement and to carry out the provisions of this Agreementtheir provisions. All action on Purchaser's ’s part required for the lawful execution and delivery of this Agreement and the Stockholders’ Agreement has been or taken. Upon their execution and delivery, this Agreement and the Stockholders’ Agreement will be effectively taken prior to the Closing. This Agreement, when executed and delivered, will be a valid and binding obligation obligations of Purchaser, enforceable in accordance with its their terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights ’ rights, and (iib) as limited by general principles of equity that restrict the availability of equitable remedies.

Requisite Power and Authority. Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out the provisions of this Agreementtheir provisions. All action actions on Purchaser's the part of the Purchaser required for the lawful execution and delivery of this Agreement has been or will be effectively taken prior to the each Closing. This AgreementUpon execution and delivery, when executed and delivered, this Agreement will be a valid and binding obligation obligations of Purchaser, enforceable in accordance with its their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights ’ rights, and (ii) as limited by general principles of equity that restrict the availability of specific performance, injunctive relief or other equitable remedies.

Requisite Power and Authority. The Purchaser has all necessary requisite power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out the provisions of this Agreement. All action on the Purchaser's ’s part required for the lawful execution execution, delivery and delivery performance of this Agreement has been or taken. Upon its execution and delivery, this Agreement will be effectively taken prior to the Closing. This Agreement, when executed and delivered, will be a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance or other laws of general application relating to or affecting the enforcement of creditors' ’ rights generally; and (iib) general principles of equity that restrict as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.. 5.3

Requisite Power and Authority. The Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and the Related Agreements and to carry out the provisions of this Agreementtheir provisions. All action on the Purchaser's ’s part required for the lawful execution and delivery of this Agreement and the Related Agreements has been or taken. Upon their execution and delivery, this Agreement and the Related Agreements will be effectively taken prior to the Closing. This Agreement, when executed and delivered, will be a valid and binding obligation obligations of the Purchaser, enforceable in accordance with its their terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights ’ rights, and (iib) as limited by general principles of equity that restrict the availability of equitable remedies.

Requisite Power and Authority. The Purchaser has all necessary requisite power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out the provisions of this Agreement. All action on the Purchaser's ’s part required for the lawful execution execution, delivery and delivery performance of this Agreement has been or taken. Upon its execution and delivery, this Agreement will be effectively taken prior to the Closing. This Agreement, when executed and delivered, will be a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance or other laws of general application relating to or affecting the enforcement of creditors' ’ rights generally; and (iib) general principles of equity that restrict as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Requisite Power and Authority. Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out the provisions of this Agreementits provisions. All action on Purchaser's part required for the lawful execution and delivery of this Agreement has been or will be effectively taken prior to the Closing. This AgreementUpon its execution and delivery, when executed and delivered, this Agreement will be a valid and binding obligation of Purchaser, enforceable in accordance with its terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights and (iib) as limited by general principles of equity that restrict the availability of equitable remedies.

Requisite Power and Authority. The Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and the other Loan Documents and to carry out the provisions of this Agreementtheir provisions. All action on Purchaser's ’s part required for the lawful execution and delivery of this Agreement and the other Loan Documents has been or taken. Upon its execution and delivery, this Agreement and the other Loan Documents will be effectively taken prior to the Closing. This Agreement, when executed and delivered, will be a valid and binding obligation obligations of Purchaser, enforceable in accordance with its their respective terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws Laws of general application affecting enforcement of creditors' rights ’ rights, and (iib) as limited by general principles of equity that restrict the availability of equitable remedies.

Requisite Power and Authority. Each Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out the provisions of this Agreement. All action on each Purchaser's part required for the lawful execution and delivery of this Agreement has been or will be effectively taken prior to the any Closing. This Agreement, when executed and delivered, will be a valid and binding obligation of each Purchaser, enforceable in accordance with its terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights rights; and (iib) general principles of equity that restrict the availability of equitable remedies.

Requisite Power and Authority. Each Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and the Note Documents and to carry out the provisions of this Agreementtheir provisions. All action on each Purchaser's ’s part required for the lawful execution and delivery of this Agreement and the Note Documents has been or taken. Upon their execution and delivery, this Agreement and the Note Documents will be effectively taken prior to the Closing. This Agreement, when executed and delivered, will be a valid and binding obligation obligations of each Purchaser, enforceable in accordance with its their terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights and ’ rights, or (iib) as limited by general principles of equity that restrict the availability of equitable remedies.

Requisite Power and Authority. Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out the provisions of this Agreementits provisions. All action on Purchaser's part required for the lawful execution and delivery of this Agreement has been or will be effectively taken prior to the Closing. This AgreementUpon its execution and delivery, when executed and delivered, the terms of this Agreement will be a valid and binding obligation obligations of Purchaser, Purchaser enforceable in accordance with its terms, except except: (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights and (ii) general principles of equity that restrict the availability of equitable remedies.

Requisite Power and Authority. Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out the provisions of this Agreementits provisions. All action on Purchaser's part required for the lawful execution and delivery of this Agreement has been or will be effectively taken prior to the ClosingClosing Date. This AgreementUpon execution and delivery, when executed and delivered, this Agreement will be a valid and binding obligation of Purchaser, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights and (ii) as limited by the application of general principles of equity that restrict the availability of equitable remediesequity.

Requisite Power and Authority. The Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out the provisions of this Agreementits provisions. All action on the Purchaser's part required for the lawful execution and delivery of this Agreement has been or will be effectively taken prior to the Closing. This The Agreement, when executed and delivered, will be a valid and binding obligation obligations of Purchaser, the Purchaser enforceable in accordance with its their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights and (ii) general principles of equity that restrict the availability of equitable remedies.

Requisite Power and Authority. Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out the provisions of this Agreementits provisions. All action on Purchaser's part required for the lawful execution and delivery of this Agreement has have been or will be effectively taken prior to the Closing. This AgreementUpon its execution and delivery, when executed and delivered, this Agreement will be a valid and binding obligation obligations of Purchaser, enforceable in accordance with its terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights rights, and (iib) as limited by general principles of equity that restrict the availability of equitable and legal remedies.

Requisite Power and Authority. Each Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out the provisions of this Agreementhereof and thereof. All action on Purchaser's Purchasers' part required necessary for the lawful authorization, execution and delivery of this Agreement has been or taken. Upon Purchasers' execution and delivery, this Agreement will be effectively taken prior to the Closing. This Agreement, when executed and delivered, will be a valid and binding obligation obligations of each Purchaser, enforceable in accordance with its their terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights rights, and (iib) as limited by general principles of equity that restrict the availability of equitable remedies.

Requisite Power and Authority. Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out the provisions of this Agreementtheir provisions. All action on Purchaser's ’s part required for the lawful execution and delivery of this Agreement has have been or will be effectively taken prior to the Closing. This AgreementUpon their execution and delivery, when executed and delivered, this Agreement will be a valid and binding obligation obligations of Purchaser, enforceable in accordance with its their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights and ’ rights, (ii) general principles of equity that restrict the availability of equitable remedies.

Requisite Power and Authority. Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out the provisions of this Agreementits provisions. All action on Purchaser's part required for the lawful execution and delivery of this Agreement has been or will be effectively taken prior to the Closing. This AgreementUpon its execution and delivery, when executed and delivered, this Agreement will be a valid and binding obligation of Purchaser, enforceable in accordance with its terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights rights, and (iib) general principles of equity that restrict the availability of equitable remedies.

Requisite Power and Authority. Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and to carry out the provisions of this Agreementtheir provisions. All action on Purchaser's part required for the lawful execution and delivery of this Agreement has have been or will be effectively taken prior to the Closing. This AgreementUpon its execution and delivery, when executed and delivered, this Agreement will be a valid and binding obligation obligations of Purchaser, enforceable in accordance with its terms, except (ia) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights rights, and (iib) as limited by general principles of equity that restrict the availability of equitable remedies.