Common use of Authorization; Enforcement Clause in Contracts

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer and is a valid and binding agreement of such Buyer enforceable in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer and is a valid and binding agreement of such Buyer enforceable in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer and is a shall constitute the legal, valid and binding agreement obligations of such Buyer enforceable against such Buyer in accordance with its terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer and is a valid and binding agreement of such Buyer enforceable in accordance with its terms, except subject as such to enforceability may be limited by to general principles of equity or and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer and is a valid and binding agreement of such Buyer Buyer, enforceable in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such each Buyer and is a valid and binding agreement of such Buyer each Buyer, enforceable in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer and is a shall constitute the legal, valid and binding agreement obligations of such Buyer enforceable against such Buyer in accordance with its terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer and is a valid and binding agreement of such Buyer enforceable in accordance with its terms, except subject as such enforceability may be limited by to general principles of equity or and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement. This Agreement has been duly and validly authorized, authorized by Purchaser. This Agreement has been duly executed and delivered on behalf of such Buyer Purchaser, and is this Agreement constitutes a valid and binding agreement of such Buyer Purchaser enforceable in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesremedies or by other equitable principles of general application.

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such the Buyer and is a valid and binding agreement of such the Buyer enforceable in accordance with its terms, except subject as such to enforceability may be limited by to general principles of equity or applicable and to bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remediesgenerally.

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer and is a valid and binding agreement of such Buyer enforceable in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer and is a valid and binding agreement of such Buyer enforceable against such Buyer in accordance with its terms, except subject as such to enforceability may be limited by to general principles of equity or and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed executed, and delivered on behalf of such Buyer the Purchaser and is a valid and binding agreement of such Buyer the Purchaser enforceable in accordance with its terms, except subject as such to enforceability may be limited by to general principles of equity or and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation liquidation, and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such the Buyer and is a valid and binding agreement of such the Buyer enforceable in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement. This Agreement has been duly and validly authorized, authorized by the Buyer and has been duly executed and delivered on behalf of such Buyer the Buyer, and is this Agreement constitutes a valid and binding agreement of such the Buyer enforceable in accordance with its terms, except as such enforceability enforcement may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and moratorium or other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights generally and remediesexcept as may be limited by the exercise of judicial discretion in applying principles of equity.

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such the Buyer and is a valid and binding agreement of such the Buyer enforceable in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer the Purchaser, and is a this Agreement constitutes the valid and binding agreement of such Buyer the Purchaser and is enforceable against the Purchaser in accordance with its terms, except as such enforceability enforcement may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and moratorium or other similar laws relating to, or affecting generally, creditors’ rights generally and except as may be limited by the enforcement exercise of applicable creditors' rights and remediesjudicial discretion in applying principles of equity.

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer and is a valid and binding agreement of such Buyer enforceable in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable and bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, generally the enforcement of of, applicable creditors' rights and remedies.

Authorization; Enforcement. This Agreement has been duly and --------------------------- validly authorized, executed and delivered on behalf of such Buyer and is a valid and binding agreement of such Buyer enforceable in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer each Purchaser, and is a this Agreement constitutes the valid and binding agreement of such Buyer each Purchaser and is enforceable against each Purchaser in accordance with its terms, except as such enforceability enforcement may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and moratorium or other similar laws relating to, or affecting generally, creditors’ rights generally and except as may be limited by the enforcement exercise of applicable creditors' rights and remediesjudicial discretion in applying principles of equity.

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer and is a valid and binding agreement of such Buyer Buyer, enforceable in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer the Purchaser and is a represents the valid and binding agreement obligations of such Buyer the Purchaser enforceable in accordance with its terms, except as such enforceability may be limited by general principles subject to the effect of equity or any applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other moratorium or similar laws relating to, or affecting generally, the enforcement rights of applicable creditors' rights creditors generally and remediesthe application of general principles of equity.

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer Purchaser and is a valid and binding agreement of such Buyer Purchaser enforceable in accordance with its terms, except as to the extent that such validity or enforceability may be limited subject to or affected by general principles of equity or applicable any bankruptcy, insolvency, reorganization, moratorium, liquidation and other or similar laws relating to, or affecting generally, generally the enforcement of applicable of, creditors' rights and remediesor remedies of creditors, or by other equitable principles of general application.

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer and is a valid and binding agreement of such Buyer Buyer, enforceable in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement. This Agreement has been duly and -------------------------- validly authorized, executed and delivered on behalf of such by the Buyer and is a valid and binding agreement of such the Buyer enforceable in accordance with its terms, except subject as such to enforceability may be limited by to general principles of equity or applicable and to bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remediesgenerally.

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer by the Purchaser and is a valid and binding agreement of such Buyer Purchaser enforceable in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer Purchaser and is a valid and binding agreement of such Buyer Purchaser enforceable in accordance with its terms, except as such enforceability may be limited by general principles of equity or and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer and is a valid and binding agreement of such Buyer enforceable in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer the Purchaser and is a are valid and binding agreement agreements of such Buyer the Purchaser enforceable against the Purchaser in accordance with its their terms, except subject as such to enforceability may be limited by to general principles of equity or and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer and is a valid and binding agreement of such Buyer enforceable in accordance with its terms, except as such enforceability may be limited by general principles of equity or and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer Purchaser and is a valid and binding agreement of such Buyer Purchaser enforceable in accordance with its terms, except as to the extent that such validity or enforceability may be limited subject to or affected by general principles of equity or applicable any bankruptcy, insolvency, reorganization, moratorium, liquidation and other or similar laws relating to, or affecting generally the enforcement of, creditors’ rights or remedies of creditors generally, the enforcement or by other equitable principles of applicable creditors' rights and remediesgeneral application.

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer the Purchaser and is a are valid and binding agreement agreements of such Buyer the Purchaser enforceable against the Purchaser in accordance with its their terms, except subject as such to enforceability may be limited by to general principles of equity or and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement. This Agreement has been duly and validly authorized, . This Agreement has been duly executed and delivered on behalf of such Buyer the Buyer, and is this Agreement constitutes a valid and binding agreement of such the Buyer enforceable in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, liquidation and other or similar laws relating to, or affecting generally, the enforcement of applicable creditors' creditor’s rights and remediesremedies or by other equitable principles of general application from time to time in effect.

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer and is a constitutes the legal, valid and binding agreement obligations of such Buyer enforceable against such Buyer in accordance with its terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement. This Agreement has been duly and -------------------------- validly authorized, executed and delivered on behalf of such Buyer and is a valid and binding agreement of such Buyer enforceable in accordance with its terms, except subject as such to enforceability may be limited by to general principles of equity or and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement. This Agreement has been duly and validly authorized, authorized by the Buyer and has been duly executed and delivered on behalf of such Buyer Buyer, and is this Agreement constitutes a valid and binding agreement of such Buyer enforceable in accordance with its terms, except as such enforceability enforcement may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and moratorium or other similar laws relating to, or affecting generally, creditors’ rights generally and except as may be limited by the enforcement exercise of applicable creditors' rights and remediesjudicial discretion in applying principles of equity.

Authorization; Enforcement. This Agreement has been duly and validly authorized, authorized by the Purchaser and has been duly executed and delivered on behalf of such Buyer the Purchaser, and is this Agreement constitutes a valid and binding agreement of such Buyer the Purchaser enforceable in accordance with its terms, except as such enforceability enforcement may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and moratorium or other similar laws relating to, or affecting generally, creditors’ rights generally and except as may be limited by the enforcement exercise of applicable creditors' rights and remediesjudicial discretion in applying principles of equity.

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer the Purchaser and is a valid and binding agreement of such Buyer the Purchaser, enforceable in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such the Buyer and is a valid and binding agreement of such Buyer the Buyer, enforceable in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws Laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement. This Agreement has Agreement, and all related agreements, are within Buyer's corporate power and have been duly and validly authorized, executed and delivered on behalf of such Buyer and is a are valid and binding agreement agreements of such Buyer enforceable in accordance with its their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement. This Agreement has been duly and validly authorized, authorized by the Buyer and has been duly executed and delivered on behalf of such Buyer the Buyer, and is a valid this Agreement constitutes and binding agreement of such the Buyer enforceable in accordance with its terms, except as such enforceability enforcement may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and moratorium or other similar laws relating to, or affecting generally, creditors’ rights generally and except as may be limited by the enforcement exercise of applicable creditors' rights and remediesjudicial discretion in applying principles of equity.

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such the Buyer and is a valid and binding agreement of such Buyer the Buyer, enforceable in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement. This Agreement has been duly and validly authorized, . This Agreement has been duly executed and delivered on behalf of such Buyer the Buyer, and is this Agreement constitutes a valid and binding agreement of such the Buyer enforceable in accordance with its terms, except as such enforceability to the extent enforcement thereof may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and insolvency or other similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and or by the principles governing the availability of equitable remedies.

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed executed, and delivered on behalf of such Buyer by the Purchaser and is a valid and binding agreement of such Buyer the Purchaser enforceable in accordance with its terms, except subject as such to enforceability may be limited by to general principles of equity or and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation liquidation, and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed and delivered by, or on behalf of such Buyer of, Purchaser and is a valid and binding agreement of such Buyer Purchaser, enforceable in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation liquidation, and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed executed, and delivered on behalf of such Buyer Purchaser and is a valid and binding agreement of such Buyer Purchaser enforceable in accordance with its terms, except subject as such to enforceability may be limited by to general principles of equity or and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation liquidation, and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement. This Agreement has been duly and validly authorizedauthorized by, and duly executed and delivered on behalf of such Buyer of, the Buyer, and is a this Agreement constitutes the valid and binding agreement of such the Buyer enforceable in accordance with its terms, except as such enforceability may be limited by general principles of equity or by: (i) applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and moratorium or other similar laws relating to, or affecting in effect that limit creditors’ rights generally, ; (ii) equitable limitations on the enforcement availability of applicable creditors' rights specific remedies; and remedies(iii) principles of equity.

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer Purchaser and is a valid and binding agreement of such Buyer Purchaser enforceable against such Purchaser in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and moratorium or other similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights generally and remediesby general principles of equity.

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer Seller and is a valid and binding agreement of such Buyer Seller, enforceable in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such the Buyer and is a shall constitute the legal, valid and binding agreement obligations of such the Buyer enforceable against the Buyer in accordance with its terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer Purchaser and is constitutes a valid and binding agreement of such Buyer Purchaser enforceable against such Purchaser in accordance with its terms, except as such enforceability enforcement thereof may be limited by (i) laws of general principles of equity or applicable application relating to bankruptcy, insolvency, reorganization, insolvency moratorium, liquidation and reorganization or other similar laws relating tolaws, or both state and federal, affecting generally, the enforcement of applicable creditors' rights in general, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer Purchasers and is a valid and binding agreement of such Buyer Purchaser, enforceable in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed executed, and delivered on behalf of such Buyer and is a valid shall constitute the legal, valid, and binding agreement obligations of such Buyer enforceable against such Buyer in accordance with its terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation liquidation, and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer Purchaser and is a valid and binding agreement of such Buyer Purchaser enforceable in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other or similar laws relating to, or affecting generally, to the enforcement of applicable creditors' rights and remediesremedies or by other equitable principles of general application.

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such the Buyer and is a valid and binding agreement of such Buyer enforceable in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement. This Agreement has been duly and validly authorized, authorized by the Buyer and has been duly executed and delivered on behalf of such Buyer the Buyer, and is this Agreement constitutes a valid and binding agreement of such the Buyer enforceable in accordance with its terms, except as such enforceability enforcement may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and or other similar laws relating to, or affecting generally, creditors’ rights generally and except as may be limited by the enforcement exercise of applicable creditors' rights and remediesjudicial discretion in applying principles of equity.

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer Purchaser and is a valid and binding agreement of such Buyer Purchaser enforceable in accordance with its terms, except as to the extent that such validity or enforceability may be limited subject to or affected by general principles of equity or applicable any bankruptcy, insolvency, reorganization, moratorium, liquidation and other or similar laws relating to, or affecting generally, generally the enforcement of applicable of, creditors' rights and remediesor remedies of creditors generally, or by other equitable principles of general application.

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such the Buyer and is a shall constitute the legal, valid and binding agreement obligations of such the Buyer enforceable against the Buyer in accordance with its terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement. This Agreement has been duly and validly authorized, . This Agreement has been duly executed and delivered on behalf of such Buyer the Purchaser, and is this Agreement constitutes a valid and binding agreement of such Buyer the Purchaser enforceable in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation fraudulent conveyance, and any other similar laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating toto the availability of specific performance, injunctive relief, or affecting generally, the enforcement of applicable creditors' rights and other equitable remedies.

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such the Buyer and is a valid and binding agreement of such Buyer enforceable in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement. This Agreement has been duly and validly authorized, authorized by the Buyer and has been duly executed and delivered on behalf of such Buyer the Buyer, and is this Agreement constitutes a valid ​ ​ and binding agreement of such the Buyer enforceable in accordance with its terms, except as such enforceability enforcement may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and moratorium or other similar laws relating to, or affecting generally, creditors’ rights generally and except as may be limited by the enforcement exercise of applicable creditors' rights and remediesjudicial discretion in applying principles of equity.

Authorization; Enforcement. This Agreement has been duly and validly authorized, authorized by such Buyer and has been duly executed and delivered on behalf of such Buyer Buyer, and is this Agreement constitutes a valid and binding agreement of such Buyer enforceable in accordance with its terms, except as such enforceability enforcement may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and moratorium or other similar laws relating to, or affecting generally, creditors’ rights generally and except as may be limited by the enforcement exercise of applicable creditors' rights and remediesjudicial discretion in applying principles of equity.

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer the Purchaser and is a valid and binding agreement of such Buyer the Purchaser enforceable against the Purchaser in accordance with its terms, except subject as such to enforceability may be limited by to general principles of equity or and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer Purchaser and is a valid and binding agreement of such Buyer Purchaser enforceable against such Purchaser in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and moratorium or other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights generally and remediesby general principles of equity.

Authorization; Enforcement. This Agreement has and all related agreements are within Buyer's corporate power and have been duly and validly authorized, executed and delivered on behalf of such Buyer and each is a valid and binding agreement of such Buyer enforceable in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer Purchaser and is a valid and binding agreement of such Buyer Purchaser enforceable in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer and is a valid and binding agreement of such Buyer enforceable in accordance with its terms, except subject as such to enforceability may be limited by to general principles of equity or and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such by the Buyer and is a valid and binding agreement of such the Buyer enforceable against Buyer in accordance with its terms, except subject as such to enforceability may be limited by to general principles of equity or applicable and to bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remediesgenerally.

Authorization; Enforcement. This Agreement has been duly and validly authorized, authorized by the Buyer and have been duly executed and delivered on behalf of such Buyer the Buyer, and is this Agreement constitutes a valid and binding agreement of such the Buyer enforceable in accordance with its terms, except as such enforceability enforcement may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and moratorium or other similar laws relating to, or affecting generally, creditors’ rights generally and except as may be limited by the enforcement exercise of applicable creditors' rights and remediesjudicial discretion in applying principles of equity.

Authorization; Enforcement. This Agreement has and the Registration -------------------------- Rights Agreement have been duly and validly authorized, executed and delivered on behalf of such Buyer and is a are valid and binding agreement agreements of such Buyer enforceable against such Buyer in accordance with its their terms, except subject as such to enforceability may be limited by to general principles of equity or and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement. This Agreement has and the Registration -------------------------- Rights Agreement have been duly and validly authorizedauthorized by all necessary corporate or partnership action on such Buyer's part, executed and delivered on behalf of such Buyer and is a are valid and binding agreement agreements of such Buyer enforceable against such Buyer in accordance with its their terms, except subject as such to enforceability may be limited by to general principles of equity or and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer and is a valid and binding agreement of such Buyer enforceable in accordance with its terms, except subject as such to enforceability may be limited by to general principles of equity or and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.,

Authorization; Enforcement. This Agreement has been duly and validly authorized, authorized by the Buyer and has been duly executed and delivered on behalf of such Buyer the Buyer, and is this Agreement constitutes a valid ​ and binding agreement of such the Buyer enforceable in accordance with its terms, except as such enforceability enforcement may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and moratorium or other similar laws relating to, or affecting generally, creditors’ rights generally and except as may be limited by the enforcement exercise of applicable creditors' rights and remediesjudicial discretion in applying principles of equity.

Authorization; Enforcement. This Agreement has and the Registration -------------------------- Rights Agreement have been duly and validly authorized, executed and delivered on behalf of such Buyer and is a constitute valid and binding agreement agreements of such Buyer enforceable in accordance with its their terms, except subject as such to enforceability may be limited by to general principles of equity or and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement. This Amended Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer and is a shall constitute the legal, valid and binding agreement obligations of such Buyer enforceable against such Buyer in accordance with its terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such each of Buyer and Lender and is a valid and binding agreement of such each of Buyer and Lender enforceable in accordance with its terms, except subject as such to enforceability may be limited by to general principles of equity or and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer Purchaser and is a valid and binding agreement agreements of such Buyer Purchaser enforceable against such Purchaser in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other or similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement. This Agreement has been duly and validly authorized, . This Agreement has been duly executed and delivered on behalf of such Buyer the Buyer, and is a this Agreement constitutes the valid and binding agreement of such the Buyer enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors rights generally or general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remediesequity.

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer Purchaser and is a valid and binding agreement of such Buyer Purchaser enforceable in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement. This Agreement has been duly -------------------------- and validly authorized, executed and delivered on behalf of such Buyer and is a valid and binding agreement of such Buyer enforceable in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement. This Agreement has been duly and -------------------------- validly authorized, executed and delivered on behalf of such Buyer the Purchaser and is a valid and binding agreement of such Buyer the Purchaser enforceable in accordance with its terms, except as such enforceability may be limited by general principles of equity or and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement. This Agreement has Agreement, and all related agreements, are within Buyer’s corporate power and have been duly and validly authorized, executed and delivered on behalf of such Buyer and is a are valid and binding agreement agreements of such Buyer enforceable in accordance with its their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such by the Buyer and is a valid and binding agreement of such the Buyer enforceable in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation liquidation, and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such each Buyer and is a valid and binding agreement of such each Buyer enforceable in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such by Buyer and (assuming due execution and delivery by the Company) is a valid and binding agreement of such Buyer enforceable against Buyer in accordance with its terms, except subject as such to enforceability may be limited by to general principles of equity or applicable and to bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remediesgenerally.

Authorization; Enforcement. This Agreement has been duly and validly authorized, . This Agreement has been duly executed and delivered on behalf of such Buyer the Buyer, and is this Agreement constitutes a valid and binding agreement of such the Buyer enforceable in accordance with its terms, except as such enforceability may be limited by subject to (i) laws of general principles of equity or applicable application relating to bankruptcy, insolvencyinsolvency and the relief of debtors (the “Bankruptcy Exception”); and (ii) rules of law governing specific performance, reorganization, moratorium, liquidation injunctive relief and other similar laws relating to, or affecting generally, equitable remedies (the enforcement of applicable creditors' rights and remedies“Equity Exception”).

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer and is a valid and binding agreement of such Buyer enforceable in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.. EXHIBIT 10.1 - continued

Authorization; Enforcement. This Agreement has been duly and validly authorized, authorized by the Buyer and has been duly executed and delivered on behalf of such Buyer the Buyer, and is this Agreement constitutes a valid and binding agreement of such the Buyer enforceable in accordance with its terms, except as such enforceability enforcement may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and moratorium or other similar laws relating to, or affecting generally, creditors’ rights generally and except as may be limited by the enforcement exercise of applicable creditors' rights and remedies.judicial discretion in applying principles of equity. a. i.

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer and is a are valid and binding agreement agreements of such Buyer enforceable in accordance with its their terms, except subject as such to enforceability may be limited by to general principles of equity or applicable and to bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remediesgenerally.

Authorization; Enforcement. This Agreement has been duly and validly authorizedauthorized by, and duly executed and delivered on behalf of such Buyer of, the Buyer, and is a this Agreement constitutes the valid and binding agreement of such the Buyer enforceable in accordance with its terms, except as such enforceability may be limited by general principles of equity or by: (i) applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and moratorium or other similar laws relating to, or affecting generally, the enforcement of applicable in effect that limit creditors' rights generally; (ii) equitable limitations on the availability of specific remedies; and remedies(iii) principles of equity.

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer the Purchaser and is to a valid and binding agreement of such Buyer the Purchaser enforceable against the Purchaser in accordance with its terms, except as such enforceability enforcement thereof may be limited by (i) laws of general principles of equity or applicable application relating to bankruptcy, insolvency, reorganization, insolvency moratorium, liquidation and reorganization or other similar laws relating tolaws, or both state and federal, affecting generally, the enforcement of applicable creditors' rights in general, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed executed, and delivered on behalf of such the Buyer and is a valid shall constitute the legal, valid, and binding agreement obligations of such the Buyer enforceable against the Buyer in accordance with its terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation liquidation, and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.

Authorization; Enforcement. This Agreement has been duly and validly --------------------------- authorized, executed and delivered on behalf of such Buyer and is a valid and binding agreement of such Buyer enforceable in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer Purchaser and is a valid and binding agreement of such Buyer Purchaser enforceable in accordance with its terms, except as such enforceability thereof may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and moratorium or other similar laws of general application relating to, to or affecting generally, the enforcement of applicable creditors' rights and remediesthe exercise of judicial discretion in accordance with general principles of equity.

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer and is a valid and binding agreement of such Buyer enforceable in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer the Purchaser and is a valid and binding agreement of such Buyer the Purchaser enforceable in accordance with its terms, except as such enforceability may be limited by general principles of equity or and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement. This Agreement has been duly and validly authorized, authorized by Purchaser. This Agreement has been duly executed and delivered on behalf of such Buyer Purchaser, and is this Agreement constitutes a valid and binding agreement of such Buyer Purchaser enforceable in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remediesremedies or by other equitable principles of general application.

Authorization; Enforcement. This Agreement has and the -------------------------- Registration Rights Agreement have been duly and validly authorized, executed and delivered on behalf of such Buyer and each is a valid and binding agreement of such Buyer enforceable against such Buyer in accordance with its respective terms, except subject as such to enforceability may be limited by to general principles of equity or and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer and is a valid and binding agreement of such Buyer enforceable in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' ’ rights and remedies.. {00079355.10 / 0860-108}

Authorization; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer and is a valid and binding agreement of Buyer enforceable against such Buyer enforceable in accordance with its terms, except subject as such to enforceability may be limited by to general principles of equity or and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.