Common use of Power and Authorization Clause in Contracts

Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Exchange contemplated hereby.

Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this Agreement, Agreement and to perform its obligations hereunderhereunder and thereunder, and to consummate the Exchange contemplated hereby.

Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this AgreementAgreement and the Indenture, to perform its obligations hereunderhereunder and thereunder, and to consummate the Exchange contemplated hereby.

Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Exchange Stock Purchase contemplated hereby.

Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this AgreementAgreement and the Supplement, to perform its obligations hereunderhereunder and thereunder, and to consummate the Exchange contemplated hereby.

Power and Authorization. The Company is duly incorporatedorganized, validly existing and in good standing under the laws of its state of incorporationstanding, and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Exchange transactions contemplated hereby.

Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporationstanding, and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Exchange contemplated hereby.

Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Exchange Conversion contemplated hereby.

Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to carry on its business as now conducted and as proposed to be conducted, to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Exchange contemplated hereby.

Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, power and authority and capacity to execute and deliver this AgreementAgreement and the Indenture, to perform its obligations hereunderhereunder and thereunder, and to consummate the Exchange contemplated hereby.

Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporationstanding, and has the power, authority and capacity to execute and deliver this AgreementAgreement and the Indenture, to perform its obligations hereunderhereunder and thereunder, and to consummate the Exchange Purchase contemplated hereby.

Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Exchange Sale contemplated hereby.

Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this AgreementAgreement and the Indenture, to perform its obligations hereunderhereunder and thereunder, and to consummate the Exchange contemplated hereby. Each Guarantor is duly organized, validly existing and in good standing, and has the power, authority and capacity to execute and deliver the Indenture and to perform its obligations thereunder.

Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this AgreementAgreement and the Indenture, to perform its obligations hereunderhereunder and thereunder, and to consummate the Exchange Purchase contemplated hereby.

Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this AgreementAgreement and the Supplement, to perform its obligations hereunderhereunder and thereunder, and to consummate the Exchange contemplated hereby. Each Guarantor is duly organized and validly existing and has the power, authority and capacity to execute and deliver the Supplement and to perform its obligations thereunder.

Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporationstanding, and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Exchange Transactions contemplated hereby.

Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Exchange Purchase contemplated hereby.

Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, hereunder and to consummate the Exchange contemplated hereby.

Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunderhereunder and thereunder, and to consummate the Exchange Transactions contemplated hereby. No material consent, approval, order or authorization of, or material registration or declaration with, any governmental entity is required on the part of the Company in connection with the execution, delivery and performance by it of this Agreement and the consummation by the Company of the transactions contemplated hereby.

Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its state of incorporationincorporation or organization, and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Exchange contemplated hereby.

Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the corporate power, authority and capacity to execute and deliver this AgreementAgreement and the Indenture, to perform its obligations hereunderhereunder and thereunder, and to consummate the Exchange contemplated hereby.

Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunderhereunder and thereunder, and to consummate the Exchange contemplated hereby.

Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to to, and has taken all action as may be necessary to, execute and deliver this AgreementAgreement and the other Transaction Documents, to perform its obligations hereunder, and to consummate the Exchange contemplated herebyhereby and the other transactions contemplated thereby.

Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporationstanding, and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Exchange transactions contemplated hereby.

Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this AgreementAmendment, to perform its obligations hereunder, and to consummate the Exchange issuance of the Shares contemplated hereby, except in the case of the Additional Closing Shares, subject to the receipt by the Company of the Requisite Shareholder Approval.

Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to carry on its business as now conducted and as proposed to be conducted, to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Exchange Exchanges contemplated hereby.

Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this AgreementAgreement and the Indenture, to perform its obligations hereunderhereunder and thereunder, and to consummate the Exchange contemplated hereby. The Guarantor is duly organized, validly existing and in good standing, and has the power, authority and capacity to execute and deliver the Indenture and to perform its obligations thereunder.

Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this AgreementAgreement and the Indenture, to perform its obligations hereunderhereunder and thereunder, and to consummate the Exchange Transactions contemplated hereby.

Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this AgreementAgreement and the Indenture, to perform its obligations hereunderhereunder and thereunder, and to consummate the Exchange sale of Notes contemplated hereby.

Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this AgreementAgreement and the Supplement, to perform its obligations hereunderhereunder and thereunder, and to consummate the Exchange contemplated herebyTransactions.

Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Exchange issuance of the Shares contemplated hereby.

Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Exchange Note Purchase contemplated hereby. No material consent, approval, order or authorization of, or material registration or declaration with, any governmental entity is required on the part of the Company in connection with the execution, delivery and performance by it of this Agreement and the consummation by the Company of the transactions contemplated hereby.

Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Exchange transactions contemplated hereby.

Power and Authorization. The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Exchange Note Sale contemplated hereby.