Common use of Authorization of Transaction Clause in Contracts

Authorization of Transaction. Purchaser has the corporate power to execute, deliver and perform this Agreement, the Related Agreements, and, subject to the satisfaction of the conditions precedent set forth herein, has taken all action required by law, its Governing Documents or otherwise, to authorize the execution, delivery, and performance of this Agreement and such related documents. The execution and delivery of this Agreement has been approved by the Board of Directors of Purchaser. This Agreement is a valid obligation of Purchaser and is legally binding on Purchaser in accordance with its terms.

Authorization of Transaction. The Purchaser has the full corporate power and authority to execute, execute and deliver and perform this Agreement, the Related Agreements, and, subject to the satisfaction of the conditions precedent set forth herein, has taken all action required by law, its Governing Documents or otherwise, to authorize the execution, delivery, and performance of this Agreement and such related documents. The execution and delivery of this Agreement has been approved by the Board of Directors of Purchaserto perform its obligations hereunder. This Agreement is constitutes a valid and legal binding obligation of Purchaser and is legally binding on Purchaser the Purchaser, enforceable against it in accordance with its terms. The Purchaser is not required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Purchaser has the corporate all requisite power and authority to execute, execute and deliver and perform this Agreement, the Related Agreements, and, subject to the satisfaction of the conditions precedent set forth herein, has taken all action required by law, its Governing Documents or otherwise, to authorize the execution, delivery, and performance of this Agreement and such related documentsto perform its obligations hereunder. The execution and delivery by the Purchaser of this Agreement has been approved and the consummation by the Board Purchaser of Directors the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Purchaser. This Agreement is has been duly and validly executed and delivered by the Purchaser and constitutes a valid and binding obligation of Purchaser and is legally binding on Purchaser the Purchaser, enforceable against it in accordance with its terms.

Authorization of Transaction. Purchaser has the full corporate power and authority to execute, execute and deliver and perform this Agreement, the Related Agreements, and, subject to the satisfaction of the conditions precedent set forth herein, has taken all action required by law, its Governing Documents or otherwise, to authorize the execution, delivery, and performance of this Agreement and such related documents. The execution and delivery of this Agreement has been approved by the Board of Directors of Purchaserto perform its obligations hereunder. This Agreement is constitutes a valid and legal binding obligation of Purchaser and is legally binding on Purchaser Purchaser, enforceable against it in accordance with its terms. Purchaser is not required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. Purchaser Buyer has the corporate power and authority to execute, deliver and perform enter into this Agreement, to consummate the Related Agreementstransactions contemplated hereby and to comply with the terms, and, subject to the satisfaction of the conditions precedent set forth herein, has taken all action required by law, its Governing Documents or otherwise, to authorize the and provisions hereof. The execution, delivery, delivery and performance of this Agreement by Buyer, including, without limitation, the deliveries and such related documents. The execution other agreements of Buyer contemplated hereby, have been duly authorized and delivery of this Agreement has been approved by the Board of Directors of PurchaserBuyer. This Agreement is a is, and each other agreement or instrument of Buyer contemplated hereby will be, the legal, valid obligation and binding agreement of Purchaser and is legally binding on Purchaser Buyer, enforceable in accordance with its terms.

Authorization of Transaction. Purchaser Buyer has the all requisite corporate power to execute, execute and deliver the Transaction Documents and perform this Agreement, the Related Agreements, and, subject to the satisfaction of the conditions precedent set forth herein, has taken all corporate action required by law, its Governing Documents or otherwise, necessary to authorize the execution, delivery, consummation of the transactions contemplated by the Transaction Documents and the performance of this Agreement and such related documentsits obligations contemplated by the Transaction Documents. The execution and delivery Each of this Agreement the Transaction Documents has been approved duly executed and delivered by the Board of Directors of Purchaser. This Agreement is a valid obligation of Purchaser Buyer and is legally binding on Purchaser enforceable against Buyer in accordance with its terms, subject to the Enforceability Exceptions.

Authorization of Transaction. Purchaser has the corporate power to execute, deliver and perform this Agreement, the Related Agreements, and, subject to the satisfaction of the conditions precedent set forth herein, has taken all action required by law, its Governing Documents or otherwise, to authorize the execution, delivery, execution and performance delivery of this Agreement and such related documents. The execution and delivery of this Agreement has been approved by the Board of Directors of Purchaser. This Agreement is a valid obligation of Purchaser and is legally binding on Purchaser each in accordance with its terms.

Authorization of Transaction. The Purchaser has full power and authority to execute and deliver this Agreement and each of the corporate power other documents to be executed by it as required under this Agreement, and to perform its obligations hereunder and thereunder. The Purchaser has taken such action, including obtaining approval by its managers, as may be necessary for the Purchaser to execute, deliver and perform this Agreement, the Related Agreements, and, subject to the satisfaction of the conditions precedent set forth herein, has taken all action required by law, its Governing Documents or otherwise, to authorize the execution, delivery, and performance of this Agreement and each such related other documents. The execution and delivery of this Agreement has been approved by the Board of Directors of Purchaser. This Agreement is a valid obligation of Purchaser and is legally binding on Purchaser in accordance with its terms.​

Authorization of Transaction. Purchaser has the corporate power and authority to execute, execute and deliver and perform this Agreement, the Related Agreements, and, subject to the satisfaction of the conditions precedent set forth herein, has taken all action required by law, its Governing Documents or otherwise, to authorize the execution, delivery, and performance of this Agreement and such related documents. The execution the other agreements contemplated hereby to which it is a party and delivery of this Agreement has been approved by the Board of Directors of Purchaserto perform its obligations hereunder and thereunder. This Agreement and the other agreements contemplated hereby to which Purchaser is a valid obligation of party have been duly executed and delivered by Purchaser and is constitute the valid and legally binding on obligations of Purchaser, enforceable against Purchaser in accordance with its their respective terms.

Authorization of Transaction. Purchaser has the corporate all requisite power and authority to execute, execute and deliver and perform this Agreement, the Related Agreements, and, subject to the satisfaction of the conditions precedent set forth herein, has taken all action required by law, its Governing Documents or otherwise, to authorize the execution, delivery, and performance of this Agreement and such related documentsto perform its obligations hereunder. The execution and delivery of this Agreement has and the performance by each Purchaser of this Agreement and the consummation by each Purchaser of the transactions contemplated hereby have been approved duly and validly authorized by all necessary corporate action on the Board part of Directors of each Purchaser. This Agreement is a valid obligation of Purchaser has been duly and is legally binding on Purchaser in accordance with its termsvalidly executed and delivered by Purchaser.

Authorization of Transaction. Purchaser has the corporate power to execute, deliver and perform this Agreement, the Related Agreements, and, subject to the satisfaction of the conditions precedent set forth herein, has taken all action required by law, its Governing Documents or otherwise, to authorize the execution, delivery, and performance of this Agreement and such related documents. The execution and delivery of this Agreement has been approved by the Board of Directors of Purchaser. This Agreement is a valid obligation of Purchaser and is legally binding on Purchaser in accordance with its terms...

Authorization of Transaction. Purchaser has the full corporate power and authority to execute, execute and deliver and perform this Agreement, the Related Agreements, and, subject and all documents and agreements necessary to give effect to the satisfaction provisions of this Agreement, and to perform its obligations hereunder and thereunder. This Agreement and all other agreements and documents executed in connection herewith, constitute the conditions precedent set forth hereinvalid and legally binding obligations of Purchaser, has taken all action required by law, enforceable in accordance with its Governing Documents or otherwise, to authorize the terms and conditions. The execution, delivery, delivery and performance of this Agreement and such related documents. The execution all other agreements contemplated hereby and delivery the consummation of this Agreement has the purchase of the Purchased Assets have been approved duly authorized by the Board of Directors of Purchaser. This Agreement is a valid obligation of Purchaser and is legally binding on Purchaser in accordance with its terms.

Authorization of Transaction. Purchaser has the corporate power to execute, deliver and perform this Agreement, the Related Agreements, and, subject to the satisfaction of the conditions precedent set forth herein, has taken all action required by law, its Governing Documents or otherwise, to authorize the execution, delivery, execution and performance delivery of this Agreement and such related documents. The execution and delivery of this Agreement has been approved by the Board of Directors of Purchaser. This Agreement is a valid obligation of Purchaser and is legally binding on Purchaser in accordance with its terms.

Authorization of Transaction. The Purchaser has full power and authority to execute and deliver this Agreement and each of the corporate power other documents to be executed by it as required under this Agreement, and to perform its obligations hereunder and thereunder. The Purchaser has taken such action, including obtaining approval by its board of directors, as may be necessary for the Purchaser to execute, deliver and perform this Agreement, the Related Agreements, and, subject to the satisfaction of the conditions precedent set forth herein, has taken all action required by law, its Governing Documents or otherwise, to authorize the execution, delivery, and performance of this Agreement and each such related other documents. The execution and delivery of this Agreement has been approved by the Board of Directors of Purchaser. This Agreement is a valid obligation of Purchaser and is legally binding on Purchaser in accordance with its terms.

Authorization of Transaction. Purchaser has The Purchasers have the corporate full power and authority to execute, execute and deliver and perform this Agreement, the Related Agreements, and, subject to the satisfaction of the conditions precedent set forth herein, has taken all action required by law, its Governing Documents or otherwise, to authorize the execution, delivery, and performance of this Agreement and such related documentsto perform its obligations hereunder. The execution Subject to execution, delivery and delivery authorization of the Company, this Agreement has been approved by constitutes the Board of Directors of Purchaser. This Agreement is a valid obligation of Purchaser and is legally binding on Purchaser the Purchasers enforceable in accordance with its termsterms and conditions. The Purchasers need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. Purchaser has the full power and authority (including full corporate power and authority) to executeexecute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of Purchaser, deliver enforceable against Purchaser in accordance with its terms and perform this Agreement, the Related Agreements, and, subject to the satisfaction of the conditions precedent set forth herein, has taken all action required by law, its Governing Documents or otherwise, to authorize the conditions. The execution, delivery, delivery and performance of this Agreement and such related documents. The execution and delivery of this Agreement has all other agreements contemplated hereby have been approved duly authorized by the Board of Directors of Purchaser. This Agreement is a valid obligation of Purchaser and is legally binding on Purchaser in accordance with its terms.

Authorization of Transaction. Purchaser has the corporate full power and authority to execute, execute and deliver and perform this Agreement, the Related Agreements, and, subject to the satisfaction of the conditions precedent set forth herein, has taken all action required by law, its Governing Documents or otherwise, to authorize the execution, delivery, and performance of this Agreement and such related documents. The execution and delivery of this Agreement has been approved by the Board of Directors of Purchaserto perform her obligations hereunder. This Agreement is a constitutes the valid and legally binding obligation of Purchaser and is legally binding on Purchaser Purchaser, enforceable in accordance with its termsterms and conditions. Purchaser need not give any notice to, make any filing with, or obtain authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. Purchaser has the full power and authority (including full corporate power and authority) to execute, execute and deliver this Agreement and to perform this Agreementits obligations hereunder. Without limiting the generality of the foregoing, the Related Agreements, and, subject to the satisfaction board of the conditions precedent set forth herein, directors of Purchaser has taken all action required by law, its Governing Documents or otherwise, to authorize duly authorized the execution, delivery, and performance of this Agreement and such related documents. The execution and delivery of this Agreement has been approved by the Board of Directors of Purchaser. This Agreement is a constitutes the valid and legally binding obligation of Purchaser and is legally binding on Purchaser, enforceable against Purchaser in accordance with its termsterms and conditions. The execution, delivery and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by Purchaser.

Authorization of Transaction. The Purchaser has the full power and ----------------------------- authority (including full corporate power and authority) to execute, execute and deliver and perform this Agreement, the Related Agreements, and, subject to the satisfaction of the conditions precedent set forth herein, has taken all action required by law, its Governing Documents or otherwise, to authorize the execution, delivery, and performance of this Agreement and such related documents. The execution and delivery of this Agreement has been approved by the Board of Directors of Purchaserto perform its obligations hereunder. This Agreement is a constitutes the valid and legally binding obligation of Purchaser and is legally binding on Purchaser the Purchaser, enforceable in accordance with its termsterms and conditions. The Purchaser need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement. Purchaser has the power and authority to own the Company Shares acquired under this Agreement.

Authorization of Transaction. Purchaser Buyer has the full corporate power and authority to execute, deliver and perform enter into this Agreement, perform its obligations hereunder and consummate the Related Agreementstransactions contemplated hereby, andincluding, subject without limitation, the execution and delivery of this Agreement and the other documents and instruments specified in Section 2.10(c). All necessary and appropriate corporate action has been taken by Buyer with respect to the satisfaction of the conditions precedent set forth herein, has taken all action required by law, its Governing Documents or otherwise, to authorize the execution, delivery, delivery and performance of this Agreement and such related documents. The execution and delivery the consummation of this Agreement has been approved by the Board of Directors of Purchasertransactions contemplated hereby. This Agreement is constitutes a valid and binding obligation of Purchaser and is legally binding on Purchaser Buyer, enforceable in accordance with its terms.

Authorization of Transaction. Purchaser has the full power and authority (including full corporate power and authority) to execute, execute and deliver this Agreement and to perform this Agreementits obligations hereunder. Without limiting the generality of the foregoing, the Related Agreements, and, subject to the satisfaction Board of the conditions precedent set forth herein, Directors of Purchaser has taken all action required by law, its Governing Documents or otherwise, to authorize duly authorized the execution, delivery, and performance of this Agreement and such related documents. The execution and delivery of this Agreement has been approved by the Board of Directors of Purchaser. This Agreement is a constitutes the valid and legally binding obligation of Purchaser and is legally binding on Purchaser Purchaser, enforceable in accordance with its termsterms and conditions.

Authorization of Transaction. Purchaser The Buyer has the corporate power and authority to execute, execute and deliver this Agreement and to perform this Agreement, the Related Agreements, and, subject to the satisfaction of the conditions precedent set forth herein, has taken all action required by law, its Governing Documents or otherwise, to authorize the obligations hereunder. The execution, delivery, delivery and performance of this Agreement and such related documents. The execution all other agreements and delivery transactions contemplated hereby, have been duly authorized by all required corporate proceedings of the Buyer and its Affiliates, and no other corporate proceedings are necessary to authorize this Agreement has been approved by and such agreements contemplated hereby and the Board of Directors of Purchasertransactions contemplated hereby and thereby. This Agreement is a constitutes the valid and legally binding obligation of Purchaser and is legally binding on Purchaser the Buyer, enforceable in accordance with its termsterms and conditions.

Authorization of Transaction. Purchaser Each of the Purchasers has the all necessary power and authority (including all necessary corporate power and authority) to executeexecute and deliver this Agreement and to perform its respective obligations hereunder. This Agreement constitutes the valid and legally binding obligation of each of the Purchasers, deliver enforceable in accordance with its terms and perform this Agreementconditions. Without limiting the generality of the foregoing, the Related Agreements, and, subject to the satisfaction Board of Directors of each of the conditions precedent set forth herein, Purchasers has taken all action required by law, its Governing Documents or otherwise, to authorize duly authorized the execution, delivery, delivery and performance of this Agreement and such related documents. The execution and delivery of this Agreement has been approved by the Board of Directors of Purchaser. This Agreement is a valid obligation of Purchaser and is legally binding on Purchaser in accordance with its termsrespective Purchasers.

Authorization of Transaction. The Purchaser has the full corporate power and authority to execute, execute and deliver and perform this Agreement, the Related Agreements, and, subject to the satisfaction of the conditions precedent set forth herein, has taken all action required by law, its Governing Documents or otherwise, to authorize the execution, delivery, and performance of this Agreement and such related documents. The execution the Documents to be executed by it pursuant hereto and delivery of this Agreement has been approved by the Board of Directors of Purchaserto perform its obligations hereunder and thereunder. This Agreement is a constitutes (and such Documents, when executed and delivered by the Purchaser will constitute) the valid obligation of Purchaser and is legally binding on Purchaser obligations of the Purchaser, enforceable in accordance with its their respective terms.

Authorization of Transaction. Purchaser has the corporate power to execute, deliver and perform this Agreement, the Related Agreements, and, subject to the satisfaction of the conditions precedent set forth herein, has taken all action required by law, its Governing Documents or otherwise, to authorize the execution, delivery, execution and performance delivery of this Agreement and such related documents. The execution and delivery of this Agreement has been approved by the Board Boards of Directors of Purchaser. This Agreement is a valid obligation of Purchaser and is legally binding on Purchaser each in accordance with its terms.

Authorization of Transaction. Purchaser has the corporate full power and authority to execute, execute and deliver and perform this Agreement, to effectuate the Related Agreementstransactions contemplated hereby, and, subject and to perform its obligations hereunder. To the satisfaction of the conditions precedent set forth herein, has taken all action extent required by its Articles of Incorporation, Bylaws and applicable law, its Governing Documents or otherwise, to authorize the execution, delivery, and performance of this Agreement and such related documents. The execution and delivery of this Agreement has been approved by the Board of Directors of Purchaser. This Agreement is a valid obligation of Purchaser has approved this Agreement, its Exhibits and is legally binding on Purchaser in accordance with its termsSchedules.

Authorization of Transaction. The Purchaser has the corporate full power and authority to execute, execute and deliver and perform this Agreement, the Related Agreements, and, subject to the satisfaction of the conditions precedent set forth herein, has taken all action required by law, its Governing Documents or otherwise, to authorize the execution, delivery, and performance of this Agreement and such related documentsto perform its obligations hereunder. The execution Subject to execution, delivery and delivery authorization of the Company, this Agreement has been approved by constitutes the Board of Directors of Purchaser. This Agreement is a valid obligation of the Purchaser and is legally binding on Purchaser enforceable in accordance with its termsterms and conditions. The Purchaser need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Purchaser has full power and authority to execute and deliver this Agreement and each of the corporate power other documents to be executed by it as required under this Agreement, and to perform its obligations hereunder and thereunder. The Purchaser has taken such action, including obtaining approval by its managers, as may be necessary for the Purchaser to execute, deliver and perform this Agreement, the Related Agreements, and, subject to the satisfaction of the conditions precedent set forth herein, has taken all action required by law, its Governing Documents or otherwise, to authorize the execution, delivery, and performance of this Agreement and each such related other documents. The execution and delivery of this Agreement has been approved by the Board of Directors of Purchaser. This Agreement is a valid obligation of Purchaser and is legally binding on Purchaser in accordance with its terms.

Authorization of Transaction. The Purchaser has the corporate right, power and authority to execute, execute and deliver and perform this Agreement, the Related Agreements, and, subject to the satisfaction of the conditions precedent set forth herein, has taken all action required by law, its Governing Documents or otherwise, to authorize the execution, delivery, and performance of this Agreement and such related documents. The execution and delivery of this Agreement has been approved by the Board of Directors of Purchaserto perform its obligations hereunder. This Agreement is a constitutes the legally valid obligation and binding obligations of Purchaser and is legally binding on Purchaser the Purchaser, enforceable in accordance with its termsterms and conditions. As of the Control Acquisition Date only, the Purchaser need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Purchaser has the corporate full power and authority to execute, deliver and perform this AgreementAgreement and to carry out the transactions contemplated hereby. All necessary action, the Related Agreements, and, subject to the satisfaction of the conditions precedent set forth herein, has taken all action required by law, its Governing Documents corporate or otherwise, has been taken by the Purchaser to authorize the execution, delivery, delivery and performance of this Agreement and such related documents. The execution the transaction contemplated hereby, and delivery of this Agreement has been approved by the Board of Directors of Purchaser. This Agreement is a the legal, valid and binding obligation of the Purchaser and is legally binding on Purchaser enforceable in accordance with its terms, subject to laws of general application affecting creditor's rights generally.

Authorization of Transaction. Purchaser has full power and authority (including full corporate or other entity power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the corporate power to executevalid and legally binding obligation of Purchaser, deliver enforceable in accordance with its terms and perform this Agreement, the Related Agreements, and, subject to the satisfaction of the conditions precedent set forth herein, has taken all action required by law, its Governing Documents or otherwise, to authorize the conditions. The execution, delivery, delivery and performance of this Agreement and such related documents. The execution and delivery of this Agreement by Purchaser has been duly and effectively authorized and approved by the Board its board of Directors of Purchaser. This Agreement is a valid obligation of Purchaser directors and is legally binding on Purchaser in accordance with its termsall requisite corporate action has been taken subject to majority stockholder approval.

Authorization of Transaction. Purchaser has The Purchasers have full power and authority to execute and deliver this Agreement and to perform their obligations hereunder. Without limiting the corporate power to execute, deliver and perform this Agreementgenerality of the foregoing, the Related Agreementsboard of directors, and, subject to the satisfaction managing members or other governing body of the conditions precedent set forth herein, has taken all action required by law, its Governing Documents or otherwise, to authorize each Purchaser have duly authorized the execution, delivery, and performance of this Agreement and such related documents. The execution and delivery of this Agreement has been approved by the Board of Directors of PurchaserPurchasers. This Agreement is a constitutes the valid and legally binding obligation of Purchaser and is legally binding on Purchaser the Purchasers, enforceable in accordance with its termsterms and conditions.

Authorization of Transaction. Purchaser has the full corporate power and authority to executeexecute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of Purchaser, deliver enforceable in accordance with its terms and perform this Agreement, the Related Agreements, and, subject to the satisfaction of the conditions precedent set forth herein, has taken all action required by law, its Governing Documents or otherwise, to authorize the conditions. The execution, delivery, delivery and performance of this Agreement and such related documents. The execution and delivery of this Agreement has all other agreements contemplated hereby have been approved duly authorized by the Board of Directors of Purchaser. This Agreement is a valid obligation of Purchaser and is legally binding on Purchaser in accordance with its terms.

Authorization of Transaction. The Purchaser has full power and authority to execute and deliver this Agreement and each of the corporate power other documents to be executed by it as required under this Agreement, and to perform its obligations hereunder and thereunder. The Purchaser has taken such action, including obtaining approval by its managers, as may be necessary for the Purchaser to execute, deliver and perform this Agreement, the Related Agreements, and, subject to the satisfaction of the conditions precedent set forth herein, has taken all action required by law, its Governing Documents or otherwise, to authorize the execution, delivery, and performance of this Agreement and each such related other documents. The execution and delivery of this Agreement has been approved by the Board of Directors of Purchaser. This Agreement is a valid obligation of Purchaser and is legally binding on Purchaser in accordance with its terms.​ ​ ​

Authorization of Transaction. The Purchaser has full power and authority to execute and deliver this Agreement and each of the corporate power other documents to be executed by it as required under this Agreement, and to perform its obligations hereunder and thereunder. The Purchaser has taken such action, including obtaining approval by its Board of Directors, as may be necessary for the Purchaser to execute, deliver and perform this Agreement, the Related Agreements, and, subject to the satisfaction of the conditions precedent set forth herein, has taken all action required by law, its Governing Documents or otherwise, to authorize the execution, delivery, and performance of this Agreement and each such related other documents. The execution and delivery of this Agreement has been approved by the Board of Directors of Purchaser. This Agreement is a valid obligation of Purchaser and is legally binding on Purchaser in accordance with its terms.

Authorization of Transaction. Purchaser has the full power and authority (including full corporate power and authority) to execute, execute and deliver and perform this Agreement, the Related Agreements, and, subject to the satisfaction of the conditions precedent set forth herein, has taken all action required by law, its Governing Documents or otherwise, to authorize the execution, delivery, and performance of this Agreement and such related documents. The execution to perform its obligations hereunder, and delivery of has authorized the person signing in Purchaser's behalf to execute and tender this Agreement has been approved by the Board of Directors of PurchaserAgreement. This Agreement is constitutes a valid and legally binding obligation of Purchaser and is legally binding on Purchaser Purchaser, enforceable in accordance with its termsterms and conditions.

Authorization of Transaction. The Purchaser has the corporate all requisite power and authority to execute, execute and deliver and perform this Agreement, the Related Agreements, and, subject to the satisfaction of the conditions precedent set forth herein, has taken all action required by law, its Governing Documents or otherwise, to authorize the execution, delivery, and performance of this Agreement and such related documentsto perform its obligations hereunder. The execution and delivery of this Agreement has been approved by the Board Purchaser and the consummation of Directors the transactions contemplated hereby by the Purchaser have been duly and validly authorized by all necessary corporate action on the part of the Purchaser. This Agreement is has been duly and validly executed and delivered by the Purchaser and constitutes a valid and binding obligation of Purchaser and is legally binding on Purchaser the Purchaser, enforceable against it in accordance with its terms.