Authority. Such [[Organization A:Organization]] has full legal power and authority to execute and deliver the Agreement. The execution, delivery and performance by such [[Organization A:Organization]] of this Agreement, and the consummation of the transactions contemplated hereby and thereby # are within the power of such [[Organization A:Organization]] and # have been duly authorized by all necessary actions on the part of such [[Organization A:Organization]].

Authority of [[Organization A:Organization]]. [[Organization A:Organization]] has all necessary corporate power and authority to enter into this Agreement and the other Transaction Documents to which [[Organization A:Organization]] is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by [[Organization A:Organization]] of this Agreement and any other Transaction Document to which [[Organization A:Organization]] is a party, the performance by [[Organization A:Organization]] of its obligations hereunder and thereunder and the consummation by [[Organization A:Organization]] of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of [[Organization A:Organization]]. This Agreement has been duly executed and delivered by [[Organization A:Organization]], and (assuming due authorization, execution and delivery by Purchaser) this Agreement constitutes a legal, valid and binding obligation of [[Organization A:Organization]], enforceable against [[Organization A:Organization]] in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). When each other Transaction Document to which [[Organization A:Organization]] is or will be a party has been duly executed and delivered by [[Organization A:Organization]] (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of [[Organization A:Organization]] enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity.

SECTION # Authority; Execution and Delivery; Enforceability. [[Organization A:Organization]] has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution and delivery by [[Organization A:Organization]] of this Agreement and the consummation by [[Organization A:Organization]] of the Transactions have been duly authorized and approved by the Board of [[Organization A:Organization]] and no other corporate proceedings on the part of [[Organization A:Organization]] are necessary to authorize this Agreement and the Transactions. When executed and delivered, this Agreement will be enforceable against [[Organization A:Organization]] in accordance with its terms, subject to bankruptcy, insolvency and similar laws of general applicability as to which [[Organization A:Organization]] is subject.

Corporate Power and Authority. [[Organization A:Organization]] has all requisite power and authority to enter into and perform this Agreement and to carry out its obligations under this Agreement. This Agreement and the transactions contemplated by this Agreement have been duly and validly authorized by all necessary Board of Director action on the part of [[Organization A:Organization]]. This Agreement has been duly executed and delivered and constitutes the legal, valid and binding obligation of [[Organization A:Organization]].

#[[Organization A:Organization]] has all necessary corporate power and authority to enter into this Agreement and, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby. The execution and delivery by [[Organization A:Organization]] of this Agreement, the performance by [[Organization A:Organization]] of its obligations hereunder and thereunder and the consummation by [[Organization A:Organization]] of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of [[Organization A:Organization]]; and

Authorization; Enforcement. [[Organization A:Organization]] has the requisite corporate 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 the Agreement by [[Organization A:Organization]] and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of [[Organization A:Organization]] and no further action is required by [[Organization A:Organization]]. This Agreement has been (or upon delivery will have been) duly executed by [[Organization A:Organization]] and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of [[Organization A:Organization]] enforceable against [[Organization A:Organization]] in accordance with its terms, except: # as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, # as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and # insofar as indemnification and contribution provisions may be limited by applicable law.