Common use of Authorization Clause in Contracts

Authorization. (a) This Agreement, upon execution and delivery thereof, will be a valid and binding obligation of Purchaser, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting enforcement of creditors' rights generally.

Authorization. (a) This Agreement, upon execution and delivery thereof, will be a valid and binding obligation of Purchaser, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting enforcement of creditors' ’ rights generally.

Authorization. (a) This Purchaser has full power and authority to enter into this Agreement, upon execution and delivery thereof, will be such agreement constitutes a valid and legally binding obligation of Purchaserobligation, enforceable in accordance with its terms, subject to terms except (i) as limited by applicable bankruptcy, insolvency, reorganization and moratorium laws bankruptcy and other laws of general application affecting enforcement of creditors' ’ rights generallygenerally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. (a) This Agreement, upon execution and delivery thereof, will be a Agreement constitutes the Purchaser's valid and legally binding obligation of Purchaserobligation, enforceable in accordance with its terms, subject to terms except as may be limited by (a) applicable bankruptcy, insolvency, reorganization and moratorium laws and or other laws of general application relating to or affecting the enforcement of creditors' rights generally, and (b) the effect of rules of law governing the availability of equitable remedies. The Purchaser represents that the Purchaser has full power and authority to enter into this Agreement.

Authorization. (a) This AgreementWhen executed and delivered by the Purchaser, upon and assuming execution and delivery thereofby the Company, this Agreement will be constitute a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except to the extent that such enforcement may be subject to applicable bankruptcy, insolvency, reorganization and moratorium laws and reorganization, moratorium, or other laws of general application relating to or affecting enforcement of creditors' ’ rights generallyand laws concerning equitable remedies.

Authorization. (a) This Agreement, upon execution and delivery thereof, will be Agreement constitutes a valid and legally binding obligation of PurchaserBuyer, enforceable in accordance with its terms, subject to except (a) as limited by applicable bankruptcy, insolvency, reorganization and reorganization, moratorium laws and other laws of general application affecting enforcement of creditors' ’ rights generally, and (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. (a) This AgreementThe execution, upon execution delivery and delivery thereof, will be a performance by the Purchaser of this Agreement constitutes the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization fraudulent transfer, reorganization, moratorium and moratorium laws and other similar laws of general application applicability, relating to or affecting enforcement of creditors' ’ rights generally.

Authorization. (a) This AgreementAgreement and the Related Agreements have been duly authorized, upon execution executed and delivery thereofdelivered by Purchaser and constitutes or, when executed will be constitute, a valid and legally binding obligation agreement of Purchaser, enforceable in accordance with its their respective terms, subject to applicable except as enforceability may be limited by bankruptcy, insolvency, reorganization and reorganization, moratorium laws and or other laws similar Laws relating to or affecting creditors’ rights generally or general principles of general application affecting equity (regardless of whether enforcement of creditors' rights generallyis sought in a proceeding in equity or at law).

Authorization. (a) This Agreement, upon execution Agreement when executed and delivery thereof, delivered by the Purchaser will be constitute a valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting enforcement relating to bankruptcy, insolvency and the relief of creditors' rights generallydebtors and rules of law governing specific performance, injunctive relief or other equitable remedies.

Authorization. (a) This Agreement, upon execution when executed and delivery thereofdelivered by Buyer, will be constitute a valid and legally binding obligation of Purchaserthe Buyer, enforceable in accordance with its terms, subject except as may be limited to applicable bankruptcy, insolvency, reorganization and reorganization, moratorium or similar laws and other laws of general application affecting enforcement of or equitable principles relating to or involving creditors' rights generallyrights.

Authorization. (a) This Agreement, upon execution and delivery thereof, will be a Agreement constitutes such Purchaser's valid and legally binding obligation of Purchaserobligation, enforceable in accordance with its terms, subject to except (i) as limited by applicable bankruptcy, insolvency, reorganization and reorganization, moratorium laws 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. (a) This Agreement, upon execution Agreement when executed and delivery thereof, delivered by the Purchaser will be constitute a valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms, terms subject to applicable bankruptcy, insolvency, reorganization and moratorium laws and other (a) the laws of general application bankruptcy and the laws affecting enforcement creditor's rights generally and (b) the availability of creditors' rights generallyequitable remedies.

Authorization. (a) This Agreement, upon execution and delivery thereof, will be a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting enforcement of creditors' rights generally.

Authorization. (a) This AgreementWhen executed and delivered by the Purchaser, upon and assuming execution and delivery thereofby the Company, this Agreement will be constitute a valid and binding obligation of the Purchaser, enforceable against such Purchaser in accordance with its terms, except to the extent that such enforcement may be subject to applicable bankruptcy, insolvency, reorganization and moratorium laws and reorganization, moratorium, or other laws of general application relating to or affecting enforcement of creditors' ’ rights generallyand laws concerning equitable remedies.

Authorization. (a) This Agreement, upon execution and delivery thereof, will be Agreement constitutes a valid and binding obligation of Purchaser, enforceable in accordance with its terms, subject to applicable bankruptcyexcept as enforceability may be limited by bankruptcy laws, insolvency, reorganization and moratorium laws and other similar laws of debtor relief and general application affecting enforcement principles of creditors' rights generallyequity.

Authorization. (a) a. This Agreement, upon execution when executed and delivery thereofdelivered by the Purchaser, will be a constitute valid and legally binding obligation obligations of the Purchaser, enforceable in accordance with its terms, subject to terms except: (i) as limited by applicable bankruptcy, insolvency, reorganization and reorganization, moratorium laws 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 or by general principles of equity.

Authorization. (a) This Agreement, upon execution and delivery thereof, will be a valid and binding obligation of each Purchaser, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting enforcement of creditors' rights generally.

Authorization. (a) This Agreement, upon execution and delivery thereof, will be a Agreement constitutes such Purchaser’s valid and legally binding obligation of Purchaserobligation, enforceable in accordance with its terms, subject to terms except as may be limited by (i) applicable bankruptcy, insolvency, reorganization and moratorium laws and or other laws of general application relating to or affecting the enforcement of creditors' ’ rights generallygenerally and (ii) the effect of rules of law governing the availability of equitable remedies. Each Purchaser represents that such Purchaser has full power and authority to enter into this Agreement.

Authorization. (a) This Agreement, upon execution and delivery thereof, will be a Agreement constitutes such Purchaser’s valid and legally binding obligation of Purchaserobligation, enforceable in accordance with its terms, subject to terms except as may be limited by (i) applicable bankruptcy, insolvency, reorganization and moratorium laws and or other laws of general application relating to or affecting the enforcement of creditors' ’ rights generallygenerally and (ii) the effect of rules of law governing the availability of equitable remedies. Such Purchaser represents that such Purchaser has full power and authority to enter into this Agreement.

Authorization. (a) This Agreement, upon execution and delivery thereof, will be Agreement constitutes a valid and binding obligation of each Purchaser, enforceable in accordance with its terms, subject to applicable except as such enforcement may be limited by bankruptcy, insolvencyinsolvency (including, reorganization and without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws and other laws of general application affecting enforcement of creditors' rights generallygenerally and except as such enforcement is subject to equitable principles of general applicability (regardless of whether enforcement is considered in a proceeding in equity or at law).

Authorization. (a) This Agreement, upon execution and delivery thereof, will be a Agreement constitutes the valid and legally binding obligation of Purchaser, Purchaser enforceable against it in accordance with its terms, subject to applicable except insofar as enforceability may be affected by bankruptcy, insolvency, reorganization insolvency or similar laws affecting creditor's rights generally and moratorium laws and other laws the availability of general application affecting enforcement of creditors' rights generallyany particular equitable remedy.

Authorization. (a) This Agreement, upon execution Agreement when executed and delivery thereof, delivered by the Purchaser will be constitute a valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms, except as subject to applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting enforcement relating to bankruptcy, insolvency and the relief of creditors' rights generallydebtors and rules of law governing specific performance, injunctive relief or other equitable remedies.

Authorization. (a) This Agreement, upon execution when executed and delivery thereofdelivered by the Purchaser, will be a constitute the valid and legally binding obligation of such Purchaser, enforceable in accordance with its terms, subject to except as limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium, fraudulent conveyance, and moratorium laws and any other laws of general application affecting enforcement of creditors' ’ rights generally, and as limited by laws relating to the availability of a specific performance, injunctive relief, or other equitable remedies.

Authorization. (a) This Agreement, upon execution and delivery thereof, will be a valid and binding obligation of Purchaser, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting enforcement of creditors' creditors rights generally.

Authorization. (a) This Agreement, upon execution when executed and delivery thereofdelivered by the Purchaser, will be constitute a valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms, subject to except as limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium, fraudulent conveyance, and moratorium laws and any other laws of general application affecting enforcement of creditors' ’ rights generally, and as limited by laws relating to the availability of a specific performance, injunctive relief, or other equitable remedies.

Authorization. (a) This Agreement, upon execution and delivery thereof, will be Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and fraudulent conveyance, reorganization, moratorium laws and other laws of general application applicability relating to or affecting enforcement of creditors' ’ rights generallyand to general equitable principles (whether considered in a proceeding in equity or law).

Authorization. (a) This Agreement, upon execution when executed and delivery thereof, delivered by the Purchaser will be a constitute valid and legally binding obligation obligations of the Purchaser, enforceable in accordance with its their terms, subject to except (i) as limited by applicable bankruptcy, insolvency, reorganization and reorganization, moratorium laws and other laws of general application affecting enforcement of creditors' ’ rights generallygenerally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. (a) This Agreement, upon execution Agreement when executed and delivery thereof, delivered by Buyer will be constitute a valid and legally binding obligation of Purchaserthe Buyer, enforceable in accordance with its terms, subject to applicable to: (i) judicial principles respecting election of remedies or limiting the availability of specific performance, injunctive relief, and other equitable remedies; (ii) bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws now or hereafter in effect generally relating to or affecting creditors’ rights; and moratorium laws and other laws (iii) limitations on the enforceability of general application affecting enforcement of creditors' rights generallythe indemnification provisions herein.

Authorization. (a) This Agreement, upon execution Agreement and delivery thereof, will be a all other agreements and documents executed and delivered by Buyer constitute valid and legally binding obligation obligations of Purchaser, Buyer enforceable in accordance with its their respective terms, subject to applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting enforcement relating to bankruptcy, insolvency and the relief of creditors' rights generallydebtors and subject to availability of equitable remedies.

Authorization. (a) This Agreement, upon execution and delivery thereof, will be a Agreement constitutes the valid and legally binding obligation of Purchaser, enforceable in accordance with its terms, subject to except as limited by applicable bankruptcy, insolvency, reorganization and moratorium laws reorganization, moratorium, fraudulent conveyance, and other laws of general application affecting enforcement of creditors' creditors rights generally, as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

Authorization. (a) This Agreement, upon execution Agreement when executed and delivery thereofdelivered by the Purchaser, will be constitute a valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms, subject to except as limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium, fraudulent conveyance, and moratorium laws and any other laws of general application affecting enforcement of creditors' creditors rights generally, as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The Purchaser represents that he has full power and authority to enter into this Agreement.

Authorization. (a) This Agreement, upon execution and delivery thereof, will be a Agreement constitutes the valid and legally binding obligation of PurchaserBuyer, enforceable in accordance with its terms, subject to except (i) as limited by applicable bankruptcy, insolvency, reorganization and reorganization, moratorium laws 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.

Authorization. (a) This Agreement, upon execution and delivery thereof, will be a Agreement constitutes the Purchaser’s valid and legally binding obligation of Purchaserobligation, enforceable in accordance with its terms, subject to terms except as may be limited by (i) applicable bankruptcy, insolvency, reorganization and moratorium laws and or other laws of general application relating to or affecting the enforcement of creditors' ’ rights generallygenerally and (ii) the effect of rules of law governing the availability of equitable remedies. The Purchaser has full power and authority to enter into this Agreement.

Authorization. (a) This Agreement, upon execution when executed and delivery thereofdelivered by Purchaser, will be constitute a valid and legally binding obligation of Purchaser, enforceable in accordance with its terms, subject to except as limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and reorganization, moratorium, or other laws of general application relating to or affecting enforcement of creditors' rights generally’ rights.

Authorization. (a) This Warrant Purchase Agreement, upon execution and delivery thereof, will be a valid and binding obligation of each Purchaser, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting enforcement of creditors' rights generally.

Authorization. (a) This Agreement, upon execution Agreement when executed and delivery thereof, delivered by ------------- the Purchaser will be constitute a valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting enforcement relating to bankruptcy, insolvency and the relief of creditors' rights generallydebtors and rules of law governing specific performance, injunctive relief or other equitable remedies.

Authorization. (a) This Agreement, upon execution and delivery thereof, will be a Agreement constitutes the Purchaser’s valid and legally binding obligation of Purchaserobligation, enforceable in accordance with its terms, subject to terms except as may be limited by (i) applicable bankruptcy, insolvency, reorganization and moratorium laws and or other laws of general application relating to or affecting the enforcement of creditors' ’ rights generallygenerally and (ii) the effect of rules of law governing the availability of equitable remedies. Such Purchaser has full power and authority to enter into this Agreement.

Authorization. (a) This AgreementThe execution and delivery of this Agreement has been duly authorized, and upon execution and delivery thereofhereof, will be a valid and binding obligation of Purchaser, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting enforcement of creditors' ’ rights generally.

Authorization. (a) This AgreementWhen executed and delivered by the Buyer, upon and assuming execution and delivery thereofby the Company, this Agreement will be constitute a valid and binding obligation of Purchaserthe Buyer, enforceable in accordance with its terms, subject as to enforcement of remedies to applicable bankruptcy, insolvency, reorganization and reorganization, moratorium or similar laws and other laws of general application affecting generally the enforcement of creditors' ’ rights generallyand subject to a court’s discretionary authority with respect to the granting of a decree ordering specific performance or other equitable remedies.

Authorization. (a) This AgreementThe execution, upon execution delivery and delivery thereofperformance of this Agreement has been authorized by all necessary action on the part of such Purchaser and their Affiliates, will be and this Agreement is a valid and binding obligation of such Purchaser, enforceable against it in accordance with its terms, subject to applicable terms (except as may be limited by bankruptcy, insolvency, reorganization and reorganization, moratorium laws and other similar laws relating to or affecting creditor’s rights generally and subject to general principles of general application affecting enforcement of creditors' rights generallyequity).

Authorization. (a) This Agreement, upon execution Agreement when executed and delivery thereof, delivered by ------------- Purchaser will be constitute a valid and legally binding obligation of Purchaser, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting enforcement relating to bankruptcy, insolvency and the relief of creditors' rights generallydebtors and rules of law governing specific performance, injunctive relief or other equitable remedies.

Authorization. (a) This Agreement, upon execution Agreement when executed and delivery thereof, will be delivered by the Purchaser constitutes a valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms, subject subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and moratorium similar laws and other laws of general application affecting enforcement of creditors' rights generallygenerally and to general equitable principles and as to the enforceability of the indemnification provisions of this Agreement, to limitations of public policy and the effect of applicable statutes and judicial decisions.

Authorization. (a) This Agreement, upon execution Agreement when executed and delivery thereof, delivered by the Purchaser will be constitute a valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms, terms subject to applicable bankruptcy, insolvency, reorganization and fraudulent conveyance, moratorium laws and or other laws of general application affecting enforcement of creditors' rights generallygenerally and to equitable principles of general applicability.

Authorization. (a) This Agreement, upon execution Agreement when executed and delivery thereof, delivered by the Purchaser will be constitute a valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms, subject to applicable (i) judicial principles limiting the availability of specific performance, injunctive relief, and other equitable remedies; (ii) bankruptcy, insolvency, reorganization and reorganization, moratorium or other similar laws and other laws of general application now or hereafter in effect generally relating to or affecting enforcement of creditors' ’ rights generally; and (iii) limitations on the enforceability of any indemnification provisions contained in any of the Documents.

Authorization. (a) This Agreement, upon execution Agreement when executed and delivery thereof, delivered by Purchaser will be constitute a valid and legally binding obligation of Purchaser, enforceable in accordance with its terms, subject to applicable (i) laws of general application relating to bankruptcy, insolvency, reorganization and moratorium laws relief of debtors, and (ii) rules of law governing specific performance, injunctive relief, and other laws of general application affecting enforcement of creditors' rights generallyequitable remedies.

Authorization. (a) This Agreement, upon execution when executed and delivery thereofdelivered by ------------- Purchaser, will be constitute a valid and legally binding obligation of Purchaser, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting enforcement relating to bankruptcy, insolvency and the relief of creditors' rights generallydebtors and rules of law governing specific performance, injunctive relief or other equitable remedies.

Authorization. (a) This Agreement, upon execution Agreement when executed and delivery thereof, delivered by such Purchaser will be constitute a valid and legally binding obligation of such Purchaser, enforceable in accordance with its terms, subject to applicable (i) judicial principles limiting the availability of specific performance, injunctive relief, and other equitable remedies; (ii) bankruptcy, insolvency, reorganization and reorganization, moratorium or other similar laws and other laws of general application now or hereafter in effect generally relating to or affecting enforcement of creditors' ’ rights generally; and (iii) limitations on the enforceability of any indemnification provisions contained in any of the Note Documents.

Authorization. (a) This Agreement, upon execution and delivery thereof, will be a Agreement constitutes its valid and legally ------------- binding obligation of Purchaserobligation, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors' rights generallygenerally and general principles of equity, and the discretion of the court before which any proceeding therefor may be brought. Each Purchaser represents that it has full power and authority to enter into this Agreement.

Authorization. (a) This Agreement, upon execution Agreement when executed and delivery thereof, delivered by Purchaser ------------- will be constitute a valid and legally binding obligation of Purchaser, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting enforcement relating to bankruptcy, insolvency and the relief of creditors' rights generallydebtors and rules of law governing specific performance, injunctive relief or other equitable remedies.

Authorization. (a) This Agreement, upon execution when executed and delivery thereofdelivered by Purchaser, will be constitute a valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms, subject except as may be limited to applicable bankruptcy, insolvency, reorganization and reorganization, moratorium or similar laws and other laws of general application affecting enforcement of or equitable principles relating to or involving creditors' rights generallyrights.

Authorization. (a) This Agreement, upon execution and delivery thereof, Agreement will be constitute a valid and legally binding obligation of Purchaser, enforceable in accordance with its termsthe Buyer, subject to, as to enforcement of remedies, applicable bankruptcy, insolvency, moratorium, reorganization and moratorium similar laws and other laws of general application affecting enforcement of creditors' rights generally.

Authorization. (a) This Agreement, upon execution Agreement has been duly authorized by all necessary action on the part of Buyer and delivery thereof, will be this Agreement represents a valid and binding obligation of Purchaser, enforceable Buyer in accordance with its terms, terms subject to applicable bankruptcy, insolvency, reorganization and moratorium the effect of the Bankruptcy laws and other laws the rights of general application affecting enforcement of creditors' rights creditors generally.

Authorization. (a) This Agreementagreement, upon execution when executed and delivery thereofdelivered by ------------- such Purchaser, will be constitute a valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms, subject to applicable (i) laws of general application relating to bankruptcy, insolvency, reorganization and moratorium laws the relief of debtors, (ii) rules of law governing specific performance, injunctive relief, or other equitable remedies, and other laws (iii) the extent that the indemnification provisions of general application affecting enforcement Section 8.12 may be limited by principles of creditors' rights generallypublic policy.

Authorization. (a) This Agreement, upon execution and delivery thereof, will be Agreement constitutes a valid and binding obligation agreement of Purchaser, Sellers enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization insolvency and moratorium similar laws affecting creditors’ rights and other laws of general application affecting enforcement of creditors' rights remedies generally.

Authorization. (a) This Agreement, upon execution Agreement when executed and delivery thereof, delivered by ------------- Purchaser will be constitute a valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms, except as subject to applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting enforcement relating to bankruptcy, insolvency and the relief of creditors' rights generallydebtors and rules of law governing specific performance, injunctive relief or other equitable remedies and limitations of public policy.

Authorization. (a) This Agreement, upon execution agreement and delivery thereof, will be a any other agreements and documents executed and delivered by Buyer constitute valid and legally binding obligation obligations of Purchaser, Buyer enforceable in accordance with its their respective terms, subject to applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting enforcement relating to bankruptcy, insolvency and the relief of creditors' rights generallydebtors and subject to availability of equitable remedies.

Authorization. (a) This Agreement, upon execution and delivery thereof, will be a valid and binding obligation of PurchaserStockholder, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting enforcement of creditors' rights generally.

Authorization. (a) This Agreement, upon execution when executed and delivery thereofdelivered by the Purchaser, will be a constitute the valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms, subject to except as limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium, fraudulent conveyance, and moratorium laws and any other laws of general application affecting enforcement of creditors' ’ rights generally, and as limited by laws relating to the availability of a specific performance, injunctive relief, or other equitable remedies.

Authorization. (a) This Agreement, upon execution when executed and delivery thereofdelivered by Buyers, will be constitute a valid and legally binding obligation of Purchasereach of the named Buyers, enforceable in accordance with its terms, subject except as may be limited to applicable bankruptcy, insolvency, reorganization and reorganization, moratorium or similar laws and other laws of general application affecting enforcement of creditors' rights generallyor equitable principles relating to or involving creditors rights.

Authorization. (a) a. This Agreement, upon execution and delivery thereof, will be a valid and binding obligation of Purchaser, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting enforcement of creditors' ’ rights generally.

Authorization. (a) This AgreementAgreement and the Warrant, upon execution when executed and delivery thereofdelivered by Purchaser, will be a constitute valid and legally binding obligation obligations of Purchaser, enforceable in accordance with its their terms, except as such enforcement is subject to the effect of (i) any applicable bankruptcy, insolvency, reorganization and moratorium laws and or other laws of general application relating to or affecting enforcement of creditors' rights generallygenerally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization. (a) This Agreement, upon execution and delivery thereof, will be Agreement constitutes a valid and legally binding obligation of Purchaser, enforceable in accordance with its terms, except as such enforcement is subject to the effect of (i) any applicable bankruptcy, insolvency, reorganization and moratorium laws and or other laws of general application relating to or affecting enforcement of creditors' rights generallygenerally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization. (a) This AgreementWhen executed and delivered by [____], upon execution and delivery thereof, this Agreement will be a constitute the valid and legally binding obligation of Purchaser[____], enforceable in accordance with its terms, subject to except as limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and reorganization, moratorium, or other laws of general application relating to or affecting the enforcement of creditors' rights generally’ rights.

Authorization. (a) This Agreement, upon execution Agreement when executed and delivery thereof, delivered by the Buyer will be constitute a valid and legally binding obligation of Purchaserthe Buyer, enforceable in accordance with its terms, subject to applicable to: (i) judicial principles respecting election of remedies or limiting the availability of specific performance, injunctive relief, and other equitable remedies; and (ii) bankruptcy, insolvency, reorganization and reorganization, moratorium or other similar laws and other laws of general application now or hereafter in effect generally relating to or affecting enforcement of creditors' rights generally’ rights.

Authorization. (a) This Agreement, upon execution Agreement when executed and delivery thereof, delivered by the Purchaser will be constitute a valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms, terms subject to applicable bankruptcy, insolvency, reorganization and moratorium laws and other (i) the laws of general application bankruptcy and the laws affecting enforcement creditor's rights generally and (ii) the availability of creditors' rights generallyequitable remedies.

Authorization. (a) This Agreement, upon execution Agreement when executed and delivery thereof, delivered by the Purchaser will be constitute a valid and legally binding obligation of the Purchaser, enforceable in accordance with its termssubject, subject as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and moratorium similar laws and other laws of general application affecting enforcement of creditors' rights generallygenerally and to general equitable principles.

Authorization. (a) This Agreement, upon execution when executed and delivery thereofdelivered, will be a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to except (a) as limited by applicable bankruptcy, insolvency, reorganization and reorganization, moratorium laws and or other laws of general application affecting enforcement of creditors' rights generally’ rights, and (b) general principles of equity that restrict the availability of equitable remedies. The Purchaser has full power and authority or, if any individual, legal capacity, to enter into this Agreement.

Authorization. (a) This Agreement, upon execution Agreement when executed and delivery thereof, delivered by Purchasers will be constitute a valid and legally binding obligation of PurchaserPurchasers, enforceable in accordance with its terms, subject to applicable to: (i) judicial principles respecting election of remedies or limiting the availability of specific performance, injunctive relief, and other equitable remedies and (ii) bankruptcy, insolvency, reorganization and reorganization, moratorium or other similar laws and other laws of general application now or hereafter in effect generally relating to or affecting enforcement of creditors' rights generallyrights.

Authorization. (a) This Agreement, upon execution and delivery thereof, will be Agreement constitutes a valid and legally binding obligation of PurchaserBuyer, enforceable in accordance with its terms, subject to except (a) as limited by applicable bankruptcy, insolvency, reorganization and reorganization, moratorium laws and other laws of general application affecting enforcement of creditors' creditors rights generally, and (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. (a) This Agreement, upon execution and delivery thereof, will be a Agreement constitutes Purchaser’s valid and legally binding obligation of Purchaserobligation, enforceable in accordance with its terms, subject to except (i) as limited by applicable bankruptcy, insolvency, reorganization and reorganization, moratorium laws and other laws of general application affecting enforcement of creditors' ’ rights generallygenerally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.