Common use of Organization; Authority Clause in Contracts

Organization; Authority. Such Purchaser is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and performance by such Purchaser of the transactions contemplated by this Agreement have been duly 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 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.

Organization; Authority. Such Purchaser is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement the Transaction Documents and performance by such Purchaser of the transactions contemplated by this Agreement the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly 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: 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.

Organization; Authority. Such Purchaser is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement the Transaction Documents and performance by such Purchaser of the transactions contemplated by this Agreement the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly 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.

Organization; Authority. Such The Purchaser is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement the Transaction Documents and performance by such the Purchaser of the transactions contemplated by this Agreement the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such the Purchaser. Each Transaction Document to which it is a party has been duly executed by such the Purchaser, and when delivered by such the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such the Purchaser, enforceable against it in accordance with its terms, except: 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.

Organization; Authority. Such The Purchaser is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and performance by such the Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such the Purchaser. Each Transaction Document to which it is a party has been duly executed by such the Purchaser, and when delivered by such the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such the 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.

Organization; Authority. Such Purchaser is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement and performance by such Purchaser of the transactions contemplated by this Agreement have been duly 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 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.

Organization; Authority. Such The Purchaser is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement the Transaction Documents and performance by such the Purchaser of the transactions contemplated by this Agreement the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such the Purchaser. Each Transaction Document to which it is a party has been duly executed by such the Purchaser, and when delivered by such the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such the 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.

Organization; Authority. Such Purchaser is either an individual or an entity duly organizedincorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its organization incorporation or formation with full right, corporate corporate, partnership, limited liability company or partnership similar power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement and performance by such Purchaser of the transactions contemplated by this Agreement hereby have been duly 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 This Agreement has been duly 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.

Organization; Authority. Such The Purchaser is either an individual or an entity duly organizedincorporated, validly existing and in good standing under the laws of the jurisdiction of its organization incorporation with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement the Transaction Documents and performance by such the Purchaser of the transactions contemplated by this Agreement the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company or similar corporate action, as applicable, on the part of such the Purchaser. Each Transaction Document to which it is a party has been duly executed by such the 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.

Organization; Authority. Such Purchaser Purchaser, if not a natural person, is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The , and the execution and delivery of this Agreement the Transaction Documents and performance by such Purchaser of the transactions contemplated by this Agreement the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly 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: 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.

Organization; Authority. Such Purchaser if an entity, is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement the Transaction Documents and performance by such Purchaser of the transactions contemplated by this Agreement the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it a Purchaser is a party has been duly 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.

Organization; Authority. Such Purchaser Purchaser, if not a natural person, is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The , and the execution and delivery of this Agreement the Transaction Documents and performance by such Purchaser of the transactions contemplated by this Agreement the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly 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: 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.

Organization; Authority. Such The Purchaser is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement and performance by such the Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such the Purchaser. Each Transaction Document to which it is a party has been duly executed by such the Purchaser, and when delivered by such the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such the 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.

Organization; Authority. Such Purchaser is either an individual or an entity duly organizedincorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its organization incorporation or formation with full right, corporate corporate, partnership, limited liability company or partnership similar power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement and performance by such Purchaser of the transactions contemplated by this Agreement hereby have been duly 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 This Agreement has been duly 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.

Organization; Authority. Such Purchaser The Lender is either an individual or an entity duly organizedincorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its organization California with full right, corporate corporate, partnership, limited liability company or partnership similar power and authority to enter into and to consummate the transactions contemplated by this Agreement the Loan Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement the Loan Documents and performance by such Purchaser the Lender of the transactions contemplated by this Agreement the Loan Documents have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaserthe Lender. Each Transaction Loan Document to which it is a party has been duly executed by such Purchaserthe Lender, and when delivered by such Purchaser the Lender in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaserthe Lender, 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.

Organization; Authority. Such Purchaser is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such the Purchaser. Each Transaction Document to which it is a party has been duly executed by such the Purchaser, and when delivered by such the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such the 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.

Organization; Authority. Such If such Purchaser is either an individual or entity, such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of this Agreement and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all any necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly 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: 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.

Organization; Authority. Such Purchaser Purchaser, if not an individual, is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement the Transaction Documents and performance by such Purchaser of the transactions contemplated by this Agreement the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly 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: 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.

Organization; Authority. Such If not a natural person, such Purchaser is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement the Transaction Documents and performance by such Purchaser of the transactions contemplated by this Agreement the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly 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: 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.

Organization; Authority. Such Purchaser is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement the Transaction Documents and performance by such Purchaser of the transactions contemplated by this Agreement the Transaction Documents have been duly 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 has been duly 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.

Organization; Authority. Such The Purchaser is either an individual or an entity and the Parent are each a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of its organization Nevada, with full right, corporate or partnership the requisite power and authority to enter into and to consummate the transactions contemplated by this Agreement the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement each of the Transaction Documents and performance the consummation by such Purchaser it of the transactions contemplated by this Agreement hereby and thereby have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, corporate action on the part of such the Purchaser. Each Transaction Document to which it is a party has been (or upon delivery will be) duly executed by such the Purchaser, and when delivered by such the Purchaser in accordance with the terms hereofhereof and thereof, will constitute the legal, valid and legally binding obligation of such the Purchaser, enforceable against it in accordance with its terms, except: except (ia) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (iib) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iiic) insofar as indemnification and contribution provisions may be limited by applicable law.

Organization; Authority. Such If such Purchaser is either an individual or entity, such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of this Agreement and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all any necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it such Purchaser is a party has been duly 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: 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.

Organization; Authority. Such Purchaser is either an individual a natural person or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of this Agreement and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as may be applicable, on the part of such Purchaser. Each Transaction Document to which it is a party has been duly 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: 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.

Organization; Authority. Such The Purchaser is either an individual or an entity duly organizedformed, validly existing and in good standing under the laws of the jurisdiction of its organization formation with full right, corporate or partnership similar power and authority to enter into and to consummate the transactions contemplated by this Agreement the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement the Transaction Documents and performance by such Purchaser of the transactions contemplated by this Agreement the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such the Purchaser. Each Transaction Document to which it is a party has been duly executed by such the Purchaser, and when delivered by such the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such the 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 remedies; and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Organization; Authority. Such The Purchaser is either an individual or an entity duly organizedincorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its organization incorporation with full right, corporate or partnership power and authority to enter into the Transaction Agreements, to which it is a party, and to consummate the transactions contemplated by this Agreement the Transaction Agreements and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement the Transaction Agreements, to which it is a party, and performance by such the Purchaser of the transactions contemplated by this Agreement the Transaction Agreements have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, corporate action on the part of such the Purchaser. Each The Transaction Document Agreements, to which it is a party has party, have been duly executed by such Purchaser, and when delivered by such the Purchaser in accordance with the terms hereof, will and constitute the valid and legally binding obligation obligations of such the 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.

Organization; Authority. Such If such Purchaser is either an individual or entity, such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of this Agreement and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all any necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it Purchaser is a party has been duly 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: 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.

Organization; Authority. Such If the Purchaser is either an individual or entity, such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of this Agreement and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnershipif applicable, limited liability company or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly 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: 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.

Organization; Authority. Such Purchaser is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and performance by such Purchaser of the transactions contemplated by this Agreement have been duly 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 executed by such PurchaserPurchaser and, 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.

Organization; Authority. Such The Purchaser is either an individual or an entity duly organizedincorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its organization incorporation or formation with full right, corporate corporate, partnership, limited liability company or partnership similar power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such the Purchaser. Each Transaction Document to which it is a party This Agreement has been duly executed by such Purchaserthe Purchaser and, and when delivered by such the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such the Purchaser, enforceable against it the Purchaser in accordance with its terms, except: 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.

Organization; Authority. Such The Purchaser is either an individual or an entity duly organizedincorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its organization incorporated or formed with full right, corporate corporate, partnership, limited liability company or partnership similar power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and performance by such the Purchaser of the transactions contemplated by this Agreement herein have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such the Purchaser. Each Transaction Document to which it is a party This Agreement has been duly executed by such the Purchaser, and when delivered by such the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such the 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.

Organization; Authority. Such Purchaser is either an individual or an entity duly organizedincorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its organization incorporation or formation with full right, corporate corporate, partnership, limited liability company or partnership similar power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement and performance by such Purchaser of the transactions contemplated by this Agreement hereunder have been duly 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 This Agreement has been duly 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.

Organization; Authority. Such Purchaser is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate corporate, partnership or partnership limited liability company power and authority to enter into and to consummate the transactions contemplated by this Agreement the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement the Transaction Documents and performance by such Purchaser of the transactions contemplated by this Agreement the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly 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: 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.

Organization; Authority. Such Purchaser is either an individual or an entity a limited liability company duly organizedformed, validly existing and in good standing under the laws Laws of the jurisdiction State of its organization Delaware with full right, corporate corporate, partnership, limited liability company or partnership similar power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and performance by such Purchaser of the transactions contemplated by this Agreement the Transaction Documents have been duly 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 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 Laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws 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 lawLaw.

Organization; Authority. Such Purchaser is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and performance by such the Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such the Purchaser. Each Transaction Document to which it is a party has been duly executed by such the Purchaser, and when delivered by such the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such the 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.

Organization; Authority. Such Purchaser Xxxxx Capital Investors is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership limited liability company power and authority to enter into and to consummate the transactions contemplated by this Agreement the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement the Transaction Documents and performance by such Purchaser Xxxxx Capital Investors of the transactions contemplated by this Agreement the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such PurchaserXxxxx Capital Investors. Each Transaction Document to which it is a party has been duly executed by such PurchaserXxxxx Capital Investors, and when delivered by such Purchaser Xxxxx Capital Investors in accordance with the terms hereof, will constitute the valid and legally binding obligation of such PurchaserXxxxx Capital Investors, enforceable against it in accordance with its terms, except: 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.

Organization; Authority. Such Purchaser Purchaser, if not a natural person, is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement the Transaction Documents and performance by such Purchaser of the transactions contemplated by this Agreement the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly 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: 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.

Organization; Authority. Such Purchaser is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement the Transaction Documents and performance by such Purchaser of the transactions contemplated by this Agreement the Transaction Documents have been duly 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 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 remedies; and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Organization; Authority. Such The Purchaser is either an individual or an entity duly organizedincorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its organization incorporation or formation with full right, corporate corporate, partnership, limited liability company or partnership similar power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement and performance by such the Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such the Purchaser. Each Transaction Document to which it is a party This Agreement has been duly executed by such the Purchaser, and when delivered by such the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such the 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.

Organization; Authority. Such Purchaser is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization organization, if applicable, with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement to which it is a party and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this the Agreement to which it is a party and performance by such Purchaser purchaser of the transactions contemplated by this the Agreement to which it is a party have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document The Agreement to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the legal, 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.

Organization; Authority. Such Purchaser is either an individual a Person or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement the Transaction Documents and performance by such Purchaser of the transactions contemplated by this Agreement the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly 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.

Organization; Authority. Such The Purchaser is either an individual or an entity duly organizedincorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its organization incorporation or formation with full right, corporate corporate, partnership, limited liability company or partnership similar power and authority to enter into and to consummate the transactions contemplated by this the Agreement and otherwise to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of this the Agreement and performance by such the Purchaser of the transactions contemplated by this the Agreement have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such the Purchaser. Each Transaction Document to which it is a party The Agreement has been duly executed by such the Purchaser, and when delivered by such the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such the Purchaser, enforceable against it in accordance with its terms, except: 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.

Organization; Authority. Such If Purchaser is either an individual or entity, (i) such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership organizational power and authority to enter into and to consummate the transactions contemplated by this Agreement the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution , and (ii) the execution, delivery of this Agreement and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly 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: except (iA) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (iiB) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iiiC) insofar as indemnification and contribution provisions may be limited by applicable law.

Organization; Authority. Such If an entity, such Purchaser is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate corporate, company, partnership or partnership other power and authority to enter into and to consummate the transactions contemplated by this Agreement the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of this Agreement and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnershipcompany, limited liability company partnership or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly 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: 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.

Organization; Authority. Such Purchaser is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of this Agreement and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly 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 Securities Purchase Agreement, Lpath, _______ 2008 against it in accordance with its terms, except: 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.

Organization; Authority. Such The Purchaser is either an individual or an entity duly organizedincorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its organization incorporation or formation with full right, corporate corporate, partnership, limited liability company or partnership similar power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement and performance by such the Purchaser of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such the Purchaser. Each Transaction Document to which it is a party This Agreement has been duly executed by such the Purchaser, and when delivered by such the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such the 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.

Organization; Authority. Such Purchaser is either an individual or an entity duly organizedincorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its organization incorporation or formation with full right, corporate corporate, partnership, limited liability company or partnership similar power and authority to enter into and to consummate the transactions contemplated by this Agreement the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement the Transaction Documents and performance by such Purchaser of the transactions contemplated by this Agreement the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, corporate action and on the part of such Purchaser. Each Transaction Document to which it is a party has been duly 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.

Organization; Authority. Such Purchaser is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement the Transaction Documents and performance by such Purchaser of the transactions contemplated by this Agreement the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly 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: 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.

Organization; Authority. Such Purchaser is either an individual or an entity duly organizedincorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its organization incorporation or formation with full right, corporate corporate, partnership, limited liability company or partnership similar power and authority to enter into and to consummate the transactions contemplated by this Agreement the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and performance by such Purchaser of the transactions contemplated by this Agreement have been duly 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 such Purchaser is a party has been duly authorized, executed and delivered by such Purchaser, and, assuming due and valid authorization, execution and delivery by each of the other parties thereto (other than such Purchaser) 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.

Organization; Authority. Such Purchaser is either an individual or an entity duly organizedincorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its organization incorporation or formation with full right, corporate corporate, partnership, limited liability company or partnership similar power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement and performance by such Purchaser of the transactions contemplated by this Agreement have been duly 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 This Agreement has been duly 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.

Organization; Authority. Such Purchaser is either an individual or an entity duly organizedincorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its organization incorporation or formation with full right, corporate corporate, partnership, limited liability company or partnership similar power and authority to enter into and to consummate the transactions contemplated by this Agreement the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and performance by such Purchaser of the transactions contemplated by this Agreement have been duly 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 such Purchaser is a party has been duly authorized, executed and delivered by such Purchaser, and, assuming due and valid authorization, execution and delivery by each of the other parties thereto (other than such Purchaser), 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.

Organization; Authority. Such Purchaser is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate corporate, company or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement the Transaction Documents and performance by such Purchaser of the transactions contemplated by this Agreement the Transaction Documents have been duly authorized by all necessary corporate, partnershipcompany, limited liability company partnership or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly 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: 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.