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

Authority of ​. ​ has full legalall necessary corporate power and authority to executeenter into this Agreement and deliver the Agreement.other Transaction Documents to which ​ is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution,execution and delivery and performance by such ​ of this Agreement,Agreement and any other Transaction Document to which ​ is a party, the performance by ​ of its obligations hereunder and thereunder and the consummation by ​ of the transactions contemplated hereby and thereby # are within the power of such ​ and # have been duly authorized by all necessary actionsrequisite corporate action on the part of such ​. This Agreement has been duly executed and delivered by ​, and (assuming due authorization, execution and delivery by Purchaser) this Agreement constitutes a legal, valid and binding obligation of ​, enforceable against ​ 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 ​ is or will be a party has been duly executed and delivered by ​ (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of ​ 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. ​ has full legalall requisite corporate power and authority to execute and deliver this Agreement and to consummate the Agreement.Transactions. The execution,execution and delivery and performance by such ​ of this Agreement,Agreement and the consummation of the transactions contemplated hereby and thereby # are within the power of suchby ​ and #of the Transactions have been duly authorized and approved by all necessary actionsthe Board of ​ and no other corporate proceedings on the part of such organization" data-ad-field-json='{"name":"Organization A","type":"organization","canGuess":{"name":false,"type":false}}'>​.Organization_ are necessary to authorize this Agreement and the Transactions. When executed and delivered, this Agreement will be enforceable against ​ in accordance with its terms, subject to bankruptcy, insolvency and similar laws of general applicability as to which ​ is subject.

Corporate Power and Authority. Such ​ has full legalall requisite power and authority to executeenter into and deliver theperform this Agreement and to carry out its obligations under this Agreement. The execution, deliveryThis Agreement and performance by such ​ of this Agreement, and the consummation of the transactions contemplated hereby and thereby # are within the power of such ​ and #by this Agreement have been duly and validly authorized by all necessary actionsBoard of Director action on the part of such ​. This Agreement has been duly executed and delivered and constitutes the legal, valid and binding obligation of ​.

#​ has full legalall necessary corporate power and authority to executeenter into this Agreement and, to carry out its obligations hereunder and deliverthereunder and to consummate the Agreement.transactions contemplated hereby. The execution,execution and delivery and performance by such ​ of this Agreement, the performance by ​ of its obligations hereunder and thereunder and the consummation by ​ of the transactions contemplated hereby and thereby # are within the power of such ​ and # have been duly authorized by all necessary actionsrequisite corporate action on the part of such organization" data-ad-field-json='{"name":"Organization A","type":"organization","canGuess":{"name":false,"type":false}}'>​.Organization_; and

Authorization; Enforcement. ​ has full legalthe requisite corporate power and authority to executeenter into and deliverto consummate the Agreement.transactions contemplated by this Agreement, and otherwise to carry out its obligations hereunder and thereunder. The execution,execution and delivery and performanceof the Agreement by such ​ of this Agreement, and the consummation by it of the transactions contemplated hereby and thereby # are within the power of such ​ and # have been duly authorized by all necessary actionsaction on the part of such​ and no further action is required by ​. This Agreement has been (or upon delivery will have been) duly executed by ​ and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of ​ enforceable against ​ 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.