Common use of Organization; Authority; No Conflict Clause in Contracts

Organization; Authority; No Conflict. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by such Purchaser of the transactions contemplated by the Transaction Documents have been duly and validly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party has been duly and validly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and 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) insofar as indemnification and contribution provisions may be limited by applicable law. The execution, delivery and performance by the Purchaser of this Agreement and each Transaction Document to which the Purchaser is a party and the consummation by the Purchaser of the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational documents of the Purchaser or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Purchaser is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities or “blue sky” laws) applicable to such Purchaser, except in the case of clause (ii) above, for such conflicts, defaults or rights which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to perform its obligations hereunder.

Organization; Authority; No Conflict. Such Purchaser is either an individual or an entity duly incorporated or formed, a limited liability company validly existing and in good standing under the laws Laws of the jurisdiction State of its incorporation or formation with full right, corporate, partnership, limited liability company or similar Delaware. Purchaser has all requisite power and authority to enter into execute and deliver this Agreement and the Registration Rights Agreement, to consummate the transactions contemplated by the Transaction Documents hereby and otherwise thereby and to carry out perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Transaction Documents Registration Rights Agreement by Purchaser and performance the consummation by such Purchaser of the transactions contemplated by the Transaction Documents hereby and thereby have been duly and validly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party This Agreement has been (and the Registration Rights Agreement, when executed, will be) duly and validly executed by such Purchaser, and when delivered by such Purchaser and (assuming due authorization, execution and delivery by the Company) constitute (or, in accordance with the terms hereofcase of the Registration Rights Agreement, will constitute the when executed and delivered) legal, valid and legally binding obligation obligations of such Purchaser, enforceable against it in accordance with its their terms, except (i) as enforcement may be limited by general equitable principles of equity whether applied in a court of law or a court of equity and applicable by bankruptcy, insolvency, reorganization, moratorium and moratorium, or other similar laws of general application affecting enforcement of relating to creditors’ rights and remedies generally, (ii) as limited by laws relating to . Neither the availability of specific performance, injunctive relief or other equitable remedies execution and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. The execution, delivery and performance by the Purchaser of this Agreement and each Transaction Document to which or the Registration Rights Agreement by Purchaser is a party and nor the consummation by the Purchaser of the transactions contemplated hereby and thereby will not or thereby, nor compliance by Purchaser with any of the terms or provisions hereof or thereof, will: (i) result in a violation violate any provision of the organizational limited liability company agreement or similar governing documents of the Purchaser Purchaser; or (ii) assuming that the consents and approvals referred to in Section 4.3 are duly obtained, (x) violate any Law or Order applicable to Purchaser or any of its properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which which, with notice or lapse of time time, or both both, would become constitute a default) under, result in the termination of or give to others any rights a right of termination, amendment, acceleration termination or cancellation ofunder, accelerate the performance required by, or result in the creation of any Encumbrance upon any of the respective properties or assets of Purchaser under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease or other agreement, indenture instrument or instrument obligation to which the Purchaser is a party, or (iii) result in a violation by which it or any of any law, rule, regulation, order, judgment its properties or decree (including federal and state securities assets may be bound or “blue sky” laws) applicable to such Purchaseraffected, except (in the case of clause (ii) above, ) for such violations, conflicts, breaches, defaults or rights other events which would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a material adverse effect on Purchaser’s ability to consummate the ability of such Purchaser transactions contemplated by this Agreement or the Registration Rights Agreement or to perform its obligations hereunderhereunder or thereunder.

Organization; Authority; No Conflict. Such The Purchaser is either an individual or an entity duly incorporated or formed, a limited liability company validly existing and in good standing under the laws Laws of the jurisdiction State of its incorporation or formation with full right, corporate, partnership, limited liability company or similar Delaware. The Purchaser has all requisite power and authority to enter into execute and deliver this Agreement and the Securityholders Agreement, to consummate the transactions contemplated by the Transaction Documents hereby and otherwise thereby and to carry out perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Transaction Documents and performance by such Purchaser of the transactions contemplated by the Transaction Documents have been duly and validly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party has been duly and validly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and 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) insofar as indemnification and contribution provisions may be limited by applicable law. The execution, delivery and performance Securityholders Agreement by the Purchaser of this Agreement and each Transaction Document to which the Purchaser is a party and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Purchaser. This Agreement has been (and the Securityholders Agreement, when executed, will not be) duly and validly executed and delivered by the Purchaser and (assuming due authorization, execution and delivery by the Company) constitute (or, in the case of the Securityholders Agreement, will constitute when executed and delivered) legal, valid and binding obligations of the Purchaser, enforceable against it in accordance with their terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, reorganization, moratorium, or other similar laws relating to creditors’ rights and remedies generally. Neither the execution and delivery of this Agreement or the Securityholders Agreement by the Purchaser nor the consummation by the Purchaser of the transactions contemplated hereby or thereby, nor compliance by the Purchaser with any of the terms or provisions hereof or thereof, will (i) result in a violation violate any provision of the organizational limited liability company agreement or similar governing documents of the Purchaser or (ii) assuming that the consents and approvals referred to in Section 4.3 are duly obtained, (x) violate any Law or Order applicable to the Purchaser or any of its properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which which, with notice or lapse of time time, or both both, would become constitute a default) under, result in the termination of or give to others any rights a right of termination, amendment, acceleration termination or cancellation ofunder, accelerate the performance required by, or result in the creation of any Encumbrance upon any of the respective properties or assets of the Purchaser under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease or other agreement, indenture instrument or instrument obligation to which the Purchaser is a party, or (iii) result in a violation by which it or any of any law, rule, regulation, order, judgment its properties or decree (including federal and state securities assets may be bound or “blue sky” laws) applicable to such Purchaseraffected, except (in the case of clause (ii) above, ) for such violations, conflicts, breaches, defaults or rights other events which would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Purchaser’s ability of such Purchaser to consummate the transactions contemplated by this Agreement or the Securityholders Agreement or to perform its obligations hereunderhereunder or thereunder. The Purchaser has delivered to the Company true and complete copies of the Purchaser Organizational Documents.