Common use of Authorization and Binding Obligation Clause in Contracts

Authorization and Binding Obligation. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and to issue the New Note in accordance with the terms hereof and thereof. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New Note has been duly authorized by the Company's Board of Directors. This Agreement has been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.

Authorization and Binding Obligation. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and to issue complete the New Note Exchange, in accordance with the terms hereof and thereof. The execution and delivery of this Agreement by the Company Company, and the consummation by the Company of the transactions contemplated hereby and therebyExchange, including, without limitation, the issuance of the New Note has have been duly authorized by all necessary corporate action by the Company's Board of DirectorsCompany and no further consent or authorization is required. This Agreement has been duly executed and delivered by the Company, and constitute constitutes the legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.

Authorization and Binding Obligation. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and to issue the New Note Shares in accordance with the terms hereof and thereof. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New Note Shares has been duly authorized by the Company's Board of Directors. This Agreement has been duly executed and delivered by the Company, and constitute constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.

Authorization and Binding Obligation. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and to issue the New Note in accordance with the terms hereof and thereofEmployment Agreement. The execution and delivery of this Employment Agreement by the Company and the consummation implementation thereof by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New Note has have been duly authorized by the Company's ’s Board of Directorsand no further filing, consent, or authorization is required by the Company, its Board or its stockholders. This Employment Agreement has been duly executed and delivered by the Company, and constitute constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.

Authorization and Binding Obligation. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and to issue consummate the New Note in accordance with the terms hereof and thereofTransactions. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the New Note has been duly authorized by the Company's ’s Board of DirectorsDirectors and no further filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement has been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.

Authorization and Binding Obligation. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and to issue complete the New Note Exchange, in accordance with the terms hereof and thereof. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and therebyExchange, including, without limitation, the issuance of the New Note has have been duly authorized by all necessary corporate action by the Company and no further filing, consent, or authorization is required by the Company's , its Board of DirectorsDirectors or its stockholders. This The Agreement has been duly executed and delivered by the Company, and constitute constitutes the legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their respective its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.