Common use of Authorization of Agreement and Deposit Agreement Clause in Contracts

Authorization of Agreement and Deposit Agreement. The execution and delivery of, and the performance by the Company of its obligations under, this Agreement have been duly authorized by the Company, and this Agreement has been duly executed and delivered by the Company. The execution and delivery of, and the performance by the Company of its obligations under, the Deposit Agreement have been duly authorized by the Company, and at the Closing Time, the Deposit Agreement will have been duly executed and delivered by the Company. Each of this Agreement and the Deposit Agreement conforms in all material respects to the descriptions thereof in the Registration Statement, the General Disclosure Package and the Prospectus. This Agreement does, and when executed and delivered in accordance with its terms by each of the parties thereto, the Deposit Agreement will, constitute a valid and binding agreement of the Company enforceable in accordance with its terms, except in each case as may be limited by (A) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or thereafter in effect relating to creditors’ rights generally and (B) general equitable principles and the discretion of the court before which any proceeding therefor may be brought, except as to indemnification provisions, which may be limited by applicable law.