Authorization; Power; Validity. The execution and delivery by Parent of this Agreement and the consummation of the transactions contemplated hereby are within Parent's powers and have been duly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by Parent. This Agreement constitutes a valid and binding agreement of Parent, enforceable against Parent in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
Authorization; Power; Validity. The execution and delivery by such Purchaser (if not a natural person) of this Agreement and the consummation of the transactions contemplated hereby are within such Purchaser’s powers and have been duly authorized by all necessary action on the part of such Purchaser. This Agreement has been duly executed and delivered by such Purchaser. This Agreement constitutes a valid and binding agreement of such Purchaser, enforceable against such Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies and (iii) with respect to provisions relating to indemnification and contribution, as limited by considerations of public policy and by federal or state securities laws.
Authorization; Power; Validity. The execution and delivery by such Purchaser (if not a natural person) of this Agreement and each Ancillary Agreement to which such Purchaser is a party and the consummation of the transactions contemplated hereby and thereby are within such Purchaser’s powers and have been duly authorized by all necessary action on the part of such Purchaser. This Agreement has been duly executed and delivered by such Purchaser and each Ancillary Agreement to which such Purchaser is a party will be duly executed and delivered by such Purchaser at the Subscription Closing. This Agreement constitutes, and each Ancillary Agreement to which such Purchaser is a party, when executed and delivered by such Purchaser at the Subscription Closing will constitute, a valid and binding agreement of such Purchaser, enforceable against such Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies and (iii) with respect to provisions relating to indemnification and contribution, as limited by considerations of public policy and by federal or state securities laws.
Authorization; Power; Validity. The execution and delivery by such Rollover Investor (if not a natural person) of this Agreement and the consummation of the transactions contemplated hereby are within such Rollover Investor's powers and have been duly authorized by all necessary action on the part of such Rollover Investor. This Agreement has been duly executed and delivered by such Rollover Investor. This Agreement constitutes a valid and binding agreement of such Rollover Investor, enforceable against such Rollover Investor in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
Authorization; Power; Validity. The execution and delivery by the Unit Purchaser (if not a natural person) of this Agreement and each of the other Note Documents to which the Unit Purchaser is a party and the consummation of the transactions contemplated hereby and thereby are within the Unit Purchaser’s powers and have been duly authorized by all necessary action on the part of the Unit Purchaser. This Agreement has been duly executed and delivered by the Unit Purchaser and each of the other Note Documents to which the Unit Purchaser is a party and the LLC Agreement will be duly executed and delivered by the Unit Purchaser at Closing. This Agreement constitutes, and each of the other Note Documents to which the Unit Purchaser is a party, when executed and delivered by the Unit Purchaser at Closing will constitute, a valid and binding agreement of the Unit Purchaser, enforceable against the Unit Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies and (iii) with respect to provisions relating to indemnification and contribution, as limited by considerations of public policy and by federal or state securities laws.
Authorization; Power; Validity. The execution and delivery by such Investor (if not a natural person) of this Agreement and the LLC Agreement and the consummation of the transactions contemplated hereby and thereby are within such Investor’s powers and have been duly authorized by all necessary action on the part of such Investor. Each of this Agreement and the LLC Agreement has been duly executed and delivered by such Investor. Each of this Agreement and the LLC Agreement constitutes a valid and binding agreement of such Investor, enforceable against such Investor in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies and (iii) with respect to provisions relating to indemnification and contribution, as limited by considerations of public policy and by federal or state securities laws.
Authorization; Power; Validity. The execution and delivery by such Additional Investor (if not a natural person) of this Joinder and each Ancillary Agreement to which such Additional Investor is a party and the consummation of the transactions contemplated hereby and thereby are within such Additional Investor’s powers and have been duly authorized by all necessary action on the part of such Additional Investor. This Joinder has been duly executed and delivered by such Additional Investor and each Ancillary Agreement to which such Additional Investor is a party will be duly executed and delivered by such Additional Investor at Closing. This Joinder constitutes, and each Ancillary Agreement to which such Additional Investor is a party, when executed and delivered by such Additional Investor at Closing will constitute, a valid and binding agreement of such Additional Investor, enforceable against such Additional Investor in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies and (iii) with respect to provisions relating to indemnification and contribution, as limited by considerations of public policy and by federal or state securities laws.
Authorization; Power; Validity. The execution, delivery and performance by such Purchaser, if it is a corporation, limited liability company, partnership or trust, of this Agreement are within its corporate, limited liability company, partnership or trust power and have been duly authorized by all necessary corporate, limited liability company, partnership or trust action on the part of such Purchaser. This Agreement has been duly executed and delivered by the Purchasers. This Agreement constitutes a valid and binding agreement of the Purchasers, enforceable against the Purchasers in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies and (iii) with respect to provisions relating to indemnification and contribution, as limited by considerations of public policy and by federal or state securities laws.
Authorization; Power; Validity. The execution and delivery by the Purchaser of this Agreement and each Ancillary Agreement to which the Purchaser is a party and the consummation of the transactions contemplated hereby and thereby are within the Purchaser’s powers and have been duly authorized by all necessary action on the part of the Purchaser. This Agreement has been duly executed and delivered by the Purchaser and each Ancillary Agreement to which the Purchaser is a party will be duly executed and delivered by the Purchaser at Closing. This Agreement constitutes, and each Ancillary Agreement to which the Purchaser is a party, when executed and delivered by the Purchaser at Closing will constitute, a valid and binding agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies and (iii) with respect to provisions relating to indemnification and contribution, as limited by considerations of public policy and by federal or state securities laws.
Authorization; Power; Validity. The execution and delivery by the Purchaser of this Agreement and each Ancillary Agreement to which the Purchaser is a party and the consummation of the transactions contemplated hereby and thereby are within the Purchaser’s powers and have been duly authorized by all necessary action on the part of the Purchaser. This Agreement has been duly executed and delivered by the Purchaser and each Ancillary Agreement to which the Purchaser is a party will be duly executed and delivered by the Purchaser at Closing. This Agreement constitutes, and each Ancillary Agreement to which the Purchaser is a party, when executed and delivered by the Purchaser at Closing will constitute, a valid and binding agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies and (iii) with respect to provisions relating to indemnification and contribution, as limited by considerations of public policy and by federal or state securities laws.
