Common use of CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT Clause in Contracts

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. The Company has all requisite corporate or similar power and authority to enter into this Agreement and to perform its obligations hereunder. The execution, delivery and performance by the Company of this Agreement have been duly and validly authorized by the Company. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the valid and binding agreement of the Shareholder, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought.

CORPORATE AUTHORITY RELATIVE TO THIS AGREEMENT. The Company Shareholder has all requisite corporate or similar power and authority to enter into this Agreement and to perform its obligations hereunder. The execution, delivery and performance by the Company Shareholder of this Agreement have been duly and validly authorized by the CompanyShareholder. This Agreement has been duly and validly executed and delivered by the Company Shareholder and, assuming this Agreement constitutes the valid and binding agreement of the ShareholderCompany, constitutes the valid and binding agreement of the CompanyShareholder, enforceable against the Company Shareholder in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought.