Common use of Authorization; Power; Validity Clause in Contracts

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 Purchaser Rollover Investor (if not a natural person) of this Agreement and each Ancillary Agreement to which such Purchaser Rollover Investor is a party and the consummation of the transactions contemplated hereby and thereby are within such PurchaserRollover Investor’s powers and have been duly authorized by all necessary action on the part of such PurchaserRollover Investor. This Agreement has been duly executed and delivered by such Purchaser Rollover Investor and each Ancillary Agreement to which such Purchaser Rollover Investor is a party will be duly executed and delivered by such Purchaser Rollover Investor at the Subscription Closing. This Agreement constitutes, and each Ancillary Agreement to which such Purchaser Rollover Investor is a party, when executed and delivered by such Purchaser Rollover Investor at the Subscription Closing will constitute, a valid and binding agreement of such PurchaserRollover Investor, enforceable against such Purchaser 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, (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.