Common use of Authorization of Transactions and Agreement Clause in Contracts

Authorization of Transactions and Agreement. The execution, delivery and performance of this Agreement have been duly authorized by the board of directors of the Company. Assuming due execution hereof by UBS, this Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application relating to or affecting enforcement of creditors' rights and the application of equitable principles in any action, legal or equitable, and except as rights to indemnity or contribution may be limited by applicable law). The Company has the corporate power to execute and deliver this Agreement and to consummate the transactions contemplated herein.

Authorization of Transactions and Agreement. The execution, delivery and performance of this Agreement have been duly authorized by UBS. Assuming the board of directors of due execution thereof by the Company. Assuming due execution hereof by UBS, this Agreement constitutes the legal, valid and binding obligation of the CompanyUBS, enforceable against the Company UBS in accordance with its terms (except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application relating to or affecting enforcement of creditors' rights and the application of equitable principles in any action, legal or equitable, and except as rights to indemnity or contribution may be limited by applicable law). The Company UBS has the corporate power to execute and deliver this Agreement and to consummate the transactions contemplated herein.