Common use of Authorization of Agreement Clause in Contracts

Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and by general equitable principles, and except to the extent that the indemnification and contribution provisions of Section 10 hereof may be limited by federal or state securities laws and public policy considerations in respect thereof.

Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by the Company Manager and is constitutes a legal, valid and binding agreement of the Company Manager enforceable against the Company in accordance with its terms, except in each case as may be limited by (A) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting now or thereafter in effect relating to creditors’ rights generally, generally and by (B) general equitable principles, principles and except to the extent that discretion of the indemnification and contribution provisions of Section 10 hereof court before which any proceeding therefor may be limited by federal or state securities laws and public policy considerations in respect thereofbrought.

Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of the Company Company, enforceable against the Company in accordance with its terms, terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, generally from time to time in effect and by equitable principles of general equitable principles, and except to the extent that the indemnification and contribution provisions of Section 10 hereof may be limited by federal or state securities laws and public policy considerations in respect thereofapplicability.

Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by the Company by, and is a legal, valid and binding agreement of of, the Company Company, enforceable against the Company in accordance with its terms, except as rights to indemnification hereunder may be limited by applicable law and except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ the rights generally, and remedies of creditors or by general equitable principles, and except to the extent that the indemnification and contribution provisions of Section 10 hereof may be limited by federal or state securities laws and public policy considerations in respect thereof.

Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by the Company Manager and is constitutes a legal, valid and binding agreement of the Company Manager enforceable against the Company in accordance with its terms, except in each case as may be limited by (A) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting now or thereafter in effect relating to creditors’ ' rights generally, generally and by (B) general equitable principles, principles and except to the extent that discretion of the indemnification and contribution provisions of Section 10 hereof court before which any proceeding therefor may be limited by federal or state securities laws and public policy considerations in respect thereofbrought.

Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by the Company Company, and is constitutes a legal, valid and legally binding agreement obligation of the Company Company, enforceable against the Company in accordance with its terms, except subject, as may be limited by to enforceability, to bankruptcy, insolvency, reorganization, moratorium or and similar laws of general applicability relating to or affecting creditors’ rights generally, and by to general equitable equity principles, and except to the extent that the indemnification and contribution provisions of Section 10 hereof may be limited by federal or state securities laws and public policy considerations in respect thereof.

Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by the Company and, upon execution and is a delivery by or on behalf of the Underwriters, will constitute the legal, valid and binding agreement obligation of the Company Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ ' rights generally, and generally or by general equitable principles, and except to principles of equity (the extent that the indemnification and contribution provisions of Section 10 hereof may be limited by federal or state securities laws and public policy considerations in respect thereof"Bankruptcy Exceptions").

Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by the Company and is will constitute a legal, valid and binding agreement of the Company Company, enforceable against the Company it in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvencyinsolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally, and by general equitable principles, generally and except as enforcement thereof is subject to the extent that the indemnification and contribution provisions general principles of Section 10 hereof may be limited by federal equity (regardless of whether enforcement is considered in a proceeding in equity or state securities laws and public policy considerations in respect thereofat law).

Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by the Company and, when executed and is delivered by the Placement Agent, will constitute a legal, valid and binding agreement of the Company that is enforceable against the Company in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws legal requirements affecting the enforcement of creditors’ rights generally, generally and by general equitable principles, principles of equity and except to the extent that the indemnification and contribution provisions of Section 10 hereof may be limited by federal or state securities laws and public policy considerations in respect thereof.

Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by the Company and is a legaland, when duly executed by the Underwriters, will constitute the valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally, and generally or by general equitable principles, principles and except to the extent that the as any indemnification and or contribution provisions of Section 10 hereof thereof may be limited by federal or state under applicable securities laws and public policy considerations in respect thereoflaws.

Authorization of Agreement. This Agreement has been duly and validly authorized, executed and delivered by or on behalf of the Company Dealer Manager and is a legal, constitutes the valid and binding agreement of the Company Dealer Manager, enforceable against the Company in accordance with its terms, terms (except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting of the United States, any state or any political subdivision thereof that affects creditors’ rights generally, and or remedies generally or by general equitable principles, and except principles relating to the extent that the indemnification and contribution provisions availability of Section 10 hereof may be limited by federal or state securities laws and public policy considerations in respect thereofremedies).

Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by the Company and is constitutes a legal, valid and binding agreement obligation of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium or similar other laws relating to or affecting enforcement of creditors’ rights generally, and generally or by general equitable principles, and except to the extent that the indemnification and contribution provisions equity principles (regardless of Section 10 hereof may be limited by federal whether enforcement is considered in a proceeding in equity or state securities laws and public policy considerations in respect thereofat law).

Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by the Company and is a the Partnership and constitutes the legal, valid and binding agreement obligation of the Company and the Partnership enforceable against the Company and the Partnership in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ creditors rights generally, and generally or by general equitable principles, and except to the extent that the indemnification and contribution provisions principles of Section 10 hereof may be limited by federal or state securities laws and public policy considerations in respect thereofequity.

Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by the Company by, and is a legal, valid and binding agreement of of, the Company Company, enforceable against the Company in accordance with its terms, except as rights to indemnification hereunder may be limited by applicable law and except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ the rights generally, and remedies of creditors or by general equitable principles, and except to the extent that the indemnification and contribution provisions principles regardless of Section 10 hereof may be limited by federal whether considered in a proceeding in equity or state securities laws and public policy considerations in respect thereofat law.

Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by the Company Company, and is a legal, valid and binding agreement of of, the Company Company, enforceable against the Company in accordance with its terms, except as rights to indemnification hereunder may be limited by applicable law and except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ the rights generally, and remedies of creditors or by general equitable principles, and except to the extent that the indemnification and contribution provisions of Section 10 hereof may be limited by federal or state securities laws and public policy considerations in respect thereof.

Authorization of Agreement. The Company has full legal right, power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, generally and by general equitable principles, and except to the extent that the indemnification and contribution provisions of Section 10 hereof may be limited by federal or state securities laws and public policy considerations in respect thereof.

Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by the Company and, when executed and is delivered by the Warrant Agent, will constitute a legal, valid and binding agreement of the Company Company, enforceable against the Company in accordance accor- dance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganizationreor- ganization, moratorium or similar laws affecting enforcement of creditors’ ' rights generally, and by general equitable principles, generally and except as enforcement thereof is subject to the extent that the indemnification and contribution provisions general principles of Section 10 hereof may be limited by federal equity (regardless of whether enforcement is con- sidered in a proceeding in equity or state securities laws and public policy considerations in respect thereofat law).

Authorization of Agreement. This Agreement and the transactions contemplated herein have been duly authorized by the Company, and this Agreement has been duly authorized, executed and delivered by the Company and is constitutes a legal, valid and binding agreement obligation of the Company Company, enforceable against the Company in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and by general equitable principles, and terms except to the extent that the indemnification and contribution provisions of Section 10 hereof may be limited by federal or state securities laws and public policy considerations in respect thereofthereof and except as enforcement may be limited by bankruptcy, reorganization, moratorium or similar laws affecting creditors’ rights generally and general principles of equity.

Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by the Company by, and is a legal, valid and binding agreement of of, the Company Company, enforceable against the Company in accordance with its terms, except as rights to indemnification hereunder may be limited by applicable law and except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ the rights generally, and remedies of creditors or by general equitable principles, and except to the extent that the indemnification and contribution provisions of Section 10 hereof may be limited by federal or state securities laws and public policy considerations in respect thereof.

Authorization of Agreement. This The execution, delivery and performance of this Agreement by the Company has been duly authorized, no other corporate or other action being necessary, and this Agreement, when executed and delivered in the manner contemplated herein, will be duly and validly executed and delivered by the Company and is Company. This Agreement constitutes a legal, valid and binding agreement obligation of the Company enforceable against the Company it in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws affecting creditors’ the enforcement of creditor's rights generally, and by general equitable principles, and except to the extent that the indemnification and contribution provisions of Section 10 hereof may be limited by federal or state securities laws and public policy considerations in respect thereof.

Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by each of the Company and is a legal, valid and binding agreement of each of the Company enforceable against the Company in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and by general equitable principles, and except to the extent that the indemnification and contribution provisions of Section 10 hereof may be limited by federal or state securities laws and public policy considerations in respect thereof.

Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by the Company and is constitutes a legalvalid, valid legal and binding agreement obligation of the Company Company, enforceable against the Company in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and by general equitable principles, and except to the extent that the indemnification and contribution provisions of Section 10 hereof indemnity hereunder may be limited by federal or state securities laws and public policy considerations in respect thereofexcept as such enforceability may be limited by insolvency, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity.

Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, generally and by general equitable principles, and except to the extent that the indemnification and contribution provisions of Section 10 hereof may be limited by federal or state securities laws and public policy considerations in respect thereof.

Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by the Company and, when duly executed and is delivered by the Underwriters, will constitute a legal, valid and legally binding agreement of the Company Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally, and generally or by general equitable principles, and except to the extent that the indemnification and contribution provisions of Section 10 hereof may be limited by federal or state securities laws and public policy considerations in respect thereof.

Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by the Company Company, and is constitutes a legal, valid and binding agreement of the Company Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvencyinsolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar other laws of general applicability relating to or affecting enforcement of creditors’ ' rights generally, and or by general equitable principles, and except to the extent that the indemnification and contribution provisions principles of Section 10 hereof may be limited by federal equity (regardless of whether enforcement is considered in a proceeding in equity or state securities laws and public policy considerations in respect thereofat law).

Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by the Company Manager and is constitutes a legal, valid and binding agreement of the Company Manager enforceable against the Company in accordance with its terms, except in each case as may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting now or thereafter in effect relating to creditors’ rights generally, generally and by (ii) general equitable principles, principles and except to the extent that discretion of the indemnification and contribution provisions of Section 10 hereof court before which any proceeding therefor may be limited by federal or state securities laws and public policy considerations in respect thereofbrought.

Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and by general equitable principles, and except to the extent that the indemnification and contribution provisions of Section 10 7 hereof may be limited by federal or state securities laws and public policy considerations in respect thereof.

Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by the Company and is Senseonics and constitutes a legalvalid, valid legal and binding agreement obligation of the Company and Senseonics, enforceable against the Company in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and by general equitable principles, and except to the extent that the indemnification and contribution provisions of Section 10 hereof indemnity hereunder may be limited by federal or state securities laws and public policy considerations in respect thereofexcept as such enforceability may be limited by insolvency, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity.

Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by the Company Company, and is constitutes a legal, valid and binding agreement of the Company Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvencyinsolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar other laws of general applicability relating to or affecting enforcement of creditors’ ' rights generally, and or by general equitable principles, and except to the extent that the indemnification and contribution provisions principles of Section 10 hereof may be limited by federal equity (regardless of whether enforcement is considered in a proceeding in equity or state securities laws and public policy considerations in respect thereofat law).

Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of the Company Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvencyinsolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally, and by general equitable principles, generally and except as enforcement thereof is subject to the extent that the indemnification and contribution provisions general principles of Section 10 hereof may be limited by federal equity (regardless of whether enforcement is considered in a proceeding in equity or state securities laws and public policy considerations in respect thereofat law).

Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by the Company and is constitutes a legal, valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as to the extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting relating to creditors’ ' rights generally, and generally or by general equitable principles, and except principles of equity; it being further understood that no representation or warranty is being made as to the extent that enforceability of the indemnification and or contribution provisions of Section 10 hereof may be limited by federal or state securities laws and public policy considerations in respect thereofcontained herein.

Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by the Company and, when duly executed by the Underwriter and is a legalthe Selling Stockholders, will constitute the valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally, and generally or by general equitable principles, principles and except to the extent that the as any indemnification and or contribution provisions of Section 10 hereof thereof may be limited by federal or state under applicable securities laws and public policy considerations in respect thereoflaws.

Authorization of Agreement. The Company has full legal right, power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' rights generally, generally and by general equitable principles, and except to the extent that the indemnification and contribution provisions of Section 10 hereof may be limited by federal or state securities laws and public policy considerations in respect thereof.

Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by the Company and is a legal, the valid and binding agreement obligation of the Company Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting now or thereafter in effect relating to creditors’ rights generally, generally and by (ii) general equitable principles, principles of equity and except to the extent that discretion of the indemnification and contribution provisions of Section 10 hereof court before which any proceeding therefor may be limited by federal or state securities laws and public policy considerations in respect thereofbrought.

Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by the Company and is constitutes a legal, valid valid, binding and binding agreement enforceable obligation of the Company enforceable against the Company in accordance with its terms, (except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or similar laws affecting creditors’ the rights generallyof creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by general equitable principlesthe fact that rights to indemnity, contribution and waiver, and except the ability to the extent that the indemnification and contribution provisions of Section 10 hereof sever unenforceable terms, may be limited by federal or state securities laws and public policy considerations in respect thereofapplicable law).

Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by the Company and is a legaland, when duly executed by the Representatives, will constitute the valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally, and generally or by general equitable principles, principles and except to the extent that the as any indemnification and or contribution provisions of Section 10 hereof thereof may be limited by federal or state under applicable securities laws and public policy considerations in respect thereoflaws.

Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by the Company and is a legal, constitutes the valid and binding agreement of the Company Company, enforceable against the Company in accordance with its terms, except as may be limited by subject to the effect of bankruptcy, insolvency, reorganization, moratorium reorganization or similar laws affecting relating to creditors’ rights generally, generally and by general equitable principles, and except to the extent that the indemnification and contribution provisions of Section 10 hereof may be limited by federal or state securities laws and public policy considerations in respect thereof.

Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by the Company and, when duly executed and is a legaldelivered by the Underwriters, will constitute the valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally, and generally or by general equitable principles, principles and except to the extent that the as any indemnification and or contribution provisions of Section 10 hereof thereof may be limited by federal or state under applicable securities laws and public policy considerations in respect thereoflaws.

Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by the Company and is constitutes a legal, valid and legally binding agreement of the Company Company, enforceable against the Company in accordance with its terms, except as may be enforcement is limited by bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent transfer or conveyance or other similar laws affecting now or hereafter in effect relating to creditors’ ' rights generally, and generally or by general equitable principlesprinciples of equity (regardless of whether enforceability is considered in a proceeding at law or in equity) (collectively, and except to the extent that the indemnification and contribution provisions of Section 10 hereof may be limited by federal or state securities laws and public policy considerations in respect thereof"Enforceability Exceptions").

Authorization of Agreement. This Agreement has been duly authorized, and validly executed and delivered by the Company or on behalf of such Shareholder and is constitutes a legalvalid obligation of such Shareholder, valid and binding agreement of the Company enforceable against the Company in accordance with its termsterms against such Shareholder, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and by general equitable principles, and except to the extent that the indemnification and contribution provisions of Section 10 hereof such enforceability may be limited by federal applicable insolvency, bankruptcy, reorganization or state securities similar laws and public policy considerations in respect thereof.affecting the

Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by the Company and is a legaland, when duly executed by the Representative, will constitute the valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally, and generally or by general equitable principles, principles and except to the extent that the as any indemnification and or contribution provisions of Section 10 hereof thereof may be limited by federal or state under applicable securities laws and public policy considerations in respect thereofbanking laws.

Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by the Company and is a legaland, when duly executed by the Agent, will constitute the valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally, and generally or by general equitable principles, principles and except to the extent that the as any indemnification and or contribution provisions of Section 10 hereof thereof may be limited by federal or state under applicable securities laws laws, and public policy considerations in respect thereofbanking laws.

Authorization of Agreement. This The execution, delivery and performance of this Agreement has been duly authorizedauthorized by all requisite corporate action on the part of the Company, executed and delivered by the Company and is constitutes, a legal, valid and binding agreement obligation of the Company Company, enforceable against the Company Company, in accordance with its terms, except as to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws affecting creditors’ ' rights generally, and by general equitable principles, and except to the extent that the indemnification and contribution provisions of Section 10 hereof may be limited by federal or state securities laws and public policy considerations in respect thereof.

Authorization of Agreement. This The execution, delivery and performance of this Agreement by the Company has been duly authorized, no other corporate or other action being necessary, and this Agreement, when executed and delivered in the manner contemplated herein, will be duly and validly executed and delivered by the Company and is Company. This Agreement constitutes a legal, valid and binding agreement obligation of the Company enforceable against the Company it in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws affecting creditors’ the enforcement of creditor’s rights generally, and by general equitable principles, and except to the extent that the indemnification and contribution provisions of Section 10 hereof may be limited by federal or state securities laws and public policy considerations in respect thereof.

Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and by general equitable principles, and except to the extent that the indemnification and contribution provisions of Section 10 11 hereof may be limited by federal or state securities laws and public policy considerations in respect thereof.

Authorization of Agreement. This The Company has the corporate power and authority to execute, deliver and perform its obligations under this Agreement and this Agreement has been duly authorized, executed and delivered by the Company Company, and is a legal, valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as rights to indemnification contained herein may be limited by applicable law and except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ the rights generally, and remedies of creditors or by general equitable principles, and except to the extent that the indemnification and contribution provisions of Section 10 hereof may be limited by federal or state securities laws and public policy considerations in respect thereof.

Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by the Company and the Operating Partnership, and is a legal, valid and binding agreement of the Company agreement, enforceable against the Company in accordance with its terms, except as to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar laws affecting creditors’ rights generally, generally and by general equitable principles, and except to the extent that the indemnification and contribution provisions of Section 10 hereof may be limited by federal or state securities laws and public policy considerations in respect thereof.

Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by the Company and, when executed and is delivered by the Placement Agents, will constitute a legal, valid and binding agreement of the Company that is enforceable against the Company in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws legal requirements affecting the enforcement of creditors’ rights generally, generally and by general equitable principles, principles of equity and except to the extent that the indemnification and contribution provisions of Section 10 hereof may be limited by federal or state securities laws and public policy considerations in respect thereof.

Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by the Company and is a legaland, assuming due execution by the Underwriters, constitutes the valid and binding agreement of the Company Company, enforceable against the Company in accordance with its terms, except subject, as may be limited by to enforcement, to applicable bankruptcy, insolvency, reorganization, reorganization and moratorium laws and other laws relating to or similar laws affecting the enforcement of creditors’ ' rights generally, generally and by to general equitable principles, principles and except as the enforceability of rights to the extent that the indemnification indemnity and contribution provisions of Section 10 hereof under this Agreement may be limited by federal or state under applicable securities laws and or the public policy considerations in respect thereofunderlying such laws.

Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by the Company Company, and is a legal, valid and binding agreement of the Company enforceable against the Company and each Guarantor in accordance with its terms, except as may be limited by subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or and similar laws of general applicability relating to or affecting creditors’ rights generally, and by to general equitable equity principles, and except to the extent that the indemnification and contribution provisions of Section 10 hereof may be limited by federal or state securities laws and public policy considerations in respect thereof.

Authorization of Agreement. This The execution, delivery and performance of this Agreement has been duly authorized, no other action being necessary, and this Agreement, when executed and delivered in the manner contemplated herein, will be duly and validly executed and delivered by the Company and is Company. This Agreement constitutes a legal, valid and binding agreement obligation of the Company enforceable against the Company it in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws affecting creditors’ the enforcement of creditor's rights generally, and by general equitable principles, and except to the extent that the indemnification and contribution provisions of Section 10 hereof may be limited by federal or state securities laws and public policy considerations in respect thereof.

Authorization of Agreement. This Agreement has been duly -------------------------- authorized, executed and delivered by the Company and is a legaland, when duly executed by the Underwriter, will constitute the valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ ' rights generally, and generally or by general equitable principles, and except to the extent that the indemnification and contribution provisions of Section 10 hereof may be limited by federal or state securities laws and public policy considerations in respect thereof.

Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by the Company by, and is a legal, valid and binding agreement of of, the Company Company, enforceable against the Company in accordance with its terms, except as rights to indemnification hereunder may be limited by applicable law and except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ the rights generally, and remedies of creditors or by general equitable principles, and except to the extent that the indemnification and contribution provisions of Section 10 hereof may be limited by federal or state securities laws and public policy considerations in respect thereof.

Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by the Company Company, and is a legal, valid and binding agreement of the Company Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvencyinsolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally, and by general equitable principles, generally and except as enforcement thereof is subject to the extent that the indemnification and contribution provisions general principles of Section 10 hereof may be limited by federal equity (regardless of whether enforcement is considered in a proceeding in equity or state securities laws and public policy considerations in respect thereofat law).

Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by the Company Company, and, when executed and is delivered by the Representatives, will constitute a legal, valid and binding agreement of the Company that is enforceable against the Company in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws legal requirements affecting the enforcement of creditors’ rights generally, generally and by general equitable principles, principles of equity and except to the extent that the indemnification and contribution provisions of Section 10 hereof may be limited by federal or state securities laws and public policy considerations in respect thereof.

Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by the Company by, and is a legal, valid and binding agreement of of, the Company Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvencyinsolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws relating to or affecting enforcement of creditors’ rights generally, generally and by general equitable principles, and except to the extent that the indemnification and contribution provisions principles of Section 10 hereof may be limited by federal equity (regardless of whether enforcement is considered in a proceeding in equity or state securities laws and public policy considerations in respect thereofat law).

Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by the Company Manager and is constitutes a legal, valid and binding agreement of the Company Manager enforceable against the Company in accordance with its terms, except as to the extent that enforcement thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting now or thereafter in effect relating to creditors’ rights generally, generally and by (ii) general equitable principles, principles and except to the extent that discretion of the indemnification and contribution provisions of Section 10 hereof court before which any proceeding therefor may be limited by federal or state securities laws and public policy considerations in respect thereofbrought.

Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by the Company and, when executed and is delivered by the Warrant Agent, will constitute a legal, valid and binding agreement of the Company Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting enforcement of creditors’ ' rights generally, and by general equitable principles, generally and except as enforcement thereof is subject to the extent that the indemnification and contribution provisions general principles of Section 10 hereof may be limited by federal equity (regardless of whether enforcement is considered in a proceeding in equity or state securities laws and public policy considerations in respect thereofat law).

Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by, and, assuming the due authorization, execution and delivery of this Agreement by the Company and Representatives, is a legal, valid and binding agreement of of, the Company Company, enforceable against the Company in accordance with its terms, except as rights to indemnification hereunder may be limited by applicable law and except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ the rights generally, and remedies of creditors or by general equitable principles, and except to the extent that the indemnification and contribution provisions of Section 10 hereof may be limited by federal or state securities laws and public policy considerations in respect thereof.

Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by the Company and, when executed and is delivered by the Holders, will constitute a legal, valid and binding agreement of the Company Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting enforcement of creditors’ ' rights generally, and by general equitable principles, generally and except as enforcement thereof is subject to the extent that the indemnification and contribution provisions general principles of Section 10 hereof may be limited by federal equity (regardless of whether enforcement is considered in a proceeding in equity or state securities laws and public policy considerations in respect thereofat law).