Authority. The Stockholder has the power and authority to execute and deliver this Agreement and to carry out its obligations hereunder. The execution, delivery and performance by the Stockholder of this Agreement and the consummation of the Exchange have been duly authorized by all necessary action on the part of the Stockholder, and no further approval or authorization is required on the part of the Stockholder. This Agreement will be valid and binding on the Stockholder and enforceable against the Stockholder in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent transfer or conveyance, moratorium or similar laws affecting the enforcement of creditors rights generally and general equitable principles, regardless of whether such enforceability is considered in a proceeding at law or in equity.

Authority. Provider is validly existing and in good standing under the laws of the jurisdiction of its organization and has the power and authority to enter into this Agreement. This Agreement has been duly executed and delivered by Provider and constitutes the valid and binding obligation of Provider, enforceable against it in accordance with its terms. The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of Provider, its officers and directors.

Authority. [[Organization B:Organization]] shall have obtained all permits and qualifications required by any applicable state for the offer and sale of all the Common Shares issuable pursuant to such Purchase Notice, or shall have the availability of exemptions therefrom. The sale and issuance of such Common Shares shall be legally permitted by all laws and regulations to which [[Organization B:Organization]] is subject.

Authority. The Seller has all requisite capacity, power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Seller of this Agreement and the consummation by the Seller of the transactions contemplated hereby have been duly authorized by all requisite corporate or other action on the part of the Seller. This Agreement has been duly executed and delivered by the Seller and constitutes legal, valid and binding obligations of the Seller, enforceable against the Seller in accordance with their respective terms, subject to applicable Laws.

Authority. If ​ is a corporation, trust or partnership, each individual executing this Lease on behalf of ​ hereby represents that ​ is a duly formed and existing entity qualified to do business in California and that ​ has full right and authority to execute and deliver this Lease and that each person signing on behalf of ​ is authorized to do so. In such event, ​ shall, within ten (10) days after execution of this Lease, deliver to ​ satisfactory evidence of such authority and, if a corporation, upon demand by ​, also deliver to ​ satisfactory evidence of # good standing in ​’s state of incorporation and # qualification to do business in California.

Authority. Each party represents and warrants that it has due power and lawful authority to execute and deliver this Amendment and to perform its obligations under the Lease; and the Lease and this Amendment are the valid, binding and enforceable obligations of such party.

Authority. The JRC shall have only the powers assigned expressly to it in this [Section 2.2] and elsewhere in this Agreement, and shall not have any power to amend, modify or waive compliance with this Agreement. In furtherance thereof, each Party shall retain the rights, powers and discretion granted to it under this Agreement and no such rights, powers or discretion shall be delegated or vested in the JRC unless such delegation or vesting of rights is expressly provided for in this Agreement or the Parties expressly so agree in writing. For the avoidance of doubt, JRC rights to discuss, comment, review or monitor (and other similar activities) shall not require any Party or designee thereof to act or be bound in any respect by such discussion, comment, review, or monitoring.

Authority. If Tenant is a limited liability company, corporation, partnership, trust, association or other entity, Tenant and each person executing this Amendment on behalf of Tenant, hereby covenants and warrants that # Tenant is duly incorporated or otherwise established or formed and validly existing under the laws of its state of incorporation, establishment or formation, # Tenant has and is duly qualified to do business in the state in which the Building is located, # Tenant has full company, corporate, partnership, trust, association, or other appropriate power and authority to enter into this Amendment and to perform all Tenant’s obligations under the Lease, as amended by this Amendment, and # each person (and all of the persons if more than one signs) signing this Amendment on behalf of Tenant is duly and validly authorized to do so. Landlord hereby represents that Landlord has full power and authority to enter into this Amendment and to perform all Landlord’s obligations hereunder, and each person (and all of the persons if more than one signs) signing this Lease on behalf of Landlord is duly and validly authorized to do so.

Authority. The execution and delivery by ​ of this Agreement, and the performance by ​ of its obligations hereunder, have been duly and validly authorized by the Board of Directors of ​. This Agreement has been duly and validly executed and delivered by ​ and constitutes a legal, valid and binding obligation of ​ enforceable against ​ in accordance with its terms.

Authority. Borrower has the requisite corporate power and authority to execute and deliver this Amendment and the Third Amended and Restated Fee Letter, and to perform its obligations hereunder and under the Loan Documents (as amended hereby) to which it is a party. The execution, delivery and performance by Borrower of this Amendment and the Third Amended and Restated Fee Letter have been duly approved by all necessary corporate action, have received all necessary governmental approval, if any, and do not contravene any law or any contractual restrictions binding on Borrower.