Authority. Purchaser has all necessary corporate power and authority to enter into this Agreement and the other Transaction Documents to which Purchaser 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 Purchaser of this Agreement and any other Transaction Document to which Purchaser is a party, the performance by Purchaser of its obligations hereunder and thereunder and the consummation by Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Purchaser. This Agreement has been duly executed and delivered by Purchaser, and (assuming due authorization, execution and delivery by [[Organization A:Organization]]) this Agreement constitutes a legal, valid and binding obligation of Purchaser enforceable against Purchaser 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 Purchaser is or will be a party has been duly executed and delivered by Purchaser (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of Purchaser 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 # Power and Authority. The Purchaser has all necessary corporaterequisite power and authorityauthority, corporate or otherwise, to enter into and deliver this Agreement and the other Transaction Documents to which Purchaser is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The executionexecution, delivery and performance of this Agreement and the Transaction Documents by the Purchaser and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary action, and no other action or proceeding on the part of such Purchaser is necessary to authorize the execution, delivery and performance by such Purchaser of this Agreement and any otherthe Transaction Document to which Purchaser is a party, the performance by Purchaser of its obligations hereunder and thereunderDocuments and the consummation by such Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Purchaser.thereby. This Agreement hasand each of the Transaction Documents have been duly executed and delivered by Purchaser,the Purchaser and (assuming due authorization, execution and delivery by [[Organization A:Organization]]) this Agreement constitutes aconstitute the legal, valid and binding obligation of Purchaser enforceable against Purchaser 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 Purchaser is or will be a party has been duly executed and delivered by Purchaser (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of PurchaserPurchaser, 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).their respective terms.

Organization; Authority. Such Purchaser has all necessary corporateis either an individual or an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents to which Purchaser is a party,and otherwise to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.thereunder. The execution and delivery by Purchaser of this Agreementthe Transaction Documents and any other Transaction Document to which Purchaser is a party, the performance by Purchaser of its obligations hereunder and thereunder and the consummation bysuch Purchaser of the transactions contemplated hereby and therebyby the Transaction Documents have been duly authorized by all requisite corporate actionnecessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. This Agreement has been duly executed and delivered by Purchaser, and (assuming due authorization, execution and delivery by [[Organization A:Organization]]) this Agreement constitutes a legal, valid and binding obligation of Purchaser enforceable against Purchaser 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 otherEach Transaction Document to which Purchaserit is or will be a party has been duly executed by such Purchaser, and when delivered by such Purchaser (assuming due authorization, execution and delivery by each other party thereto), such Transaction Documentin accordance with the terms hereof, will constitute a legalthe valid and legally binding obligation of Purchasersuch Purchaser, enforceable against it in accordance with its terms, exceptexcept: # as such enforceabilitylimited 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 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).applicable law.

Authority. PurchaserAuthorization. Buyer has all necessary corporaterequisite power and authority to enter intoexecute, deliver and perform its obligations under this Agreement and the other Transaction Documents to which Purchaserit is a party, to carry out its obligations hereunder and thereunderparty and to consummate the transactions contemplated herebyhereunder and thereby.thereunder. The executionexecution, delivery and delivery by Purchaserperformance of this Agreement and anythe other Transaction Documents to which Buyer is a party have been duly authorized by Buyer. All actions and proceedings required to be taken by or on the part of Buyer to authorize and permit the execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to which it is a party have been duly and properly taken. This Agreement has been, and each other Transaction Document to which PurchaserBuyer is a party, the performance by Purchaser of its obligations hereunder and thereunder and the consummation by Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Purchaser. This Agreement has beenparty will be, duly executed and delivered by Purchaser,Buyer. This Agreement constitutes, and (assuming due authorization, executioneach Transaction Document to which Buyer is a party will constitute, when so duly executed and delivery by [[Organization A:Organization]]) this Agreement constitutesdelivered, a legal, valid and binding obligation of PurchaserBuyer, enforceable against Purchaser in accordance with its terms, except as such enforceability may be limited byin each case subject to the effect of any applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or similar Laws affecting creditors'creditors’ rights generally and bysubject, as to enforceability, to the effect of general principles of equity (regardless of whether enforcementsuch enforceability is soughtconsidered in a proceeding in equity or at law or in equity). When each other Transaction Document to which Purchaser is or will be a party has been duly executed and delivered by Purchaser (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of Purchaser 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)law).

Authority. PurchaserAuthority 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 Purchaser[[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 Purchaser[[Organization A:Organization]] of this Agreement and any other Transaction Document to which Purchaser[[Organization A:Organization]] is a party, the performance by Purchaser[[Organization A:Organization]] of its obligations hereunder and thereunder and the consummation by Purchaser[[Organization A:Organization]] of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Purchaser.[[Organization A:Organization]]. This Agreement has been duly executed and delivered by Purchaser,[[Organization A:Organization]], and (assuming due authorization, execution and delivery by [[Organization A:Organization]])Purchaser) this Agreement constitutes a legal, valid and binding obligation of Purchaser[[Organization A:Organization]], enforceable against Purchaser[[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 Purchaser[[Organization A:Organization]] is or will be a party has been duly executed and delivered by Purchaser[[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 Purchaser[[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).equity.

Organization; Authority. The Purchaser has all necessary corporateis either an individual or an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by this Agreement and the other Transaction Documents to which Purchaser is a party,otherwise to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.thereunder. The execution and delivery by Purchaser of this Agreement and any other Transaction Document to which Purchaser is a party, the performance by Purchaser of its obligations hereunder and thereunder and the consummation by Purchaser of the transactions contemplated hereby and therebyby this Agreement have been duly authorized by all requisite corporate actionnecessary corporate, partnership, limited liability company or similar action, as applicable, on the part of the Purchaser. This Agreement has been duly executed and delivered by Purchaser, and (assuming due authorization, execution and delivery by [[Organization A:Organization]]) this Agreement constitutes a legal, valid and binding obligation of Purchaser enforceable against Purchaser 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 otherEach Transaction Document to which Purchaserit is or will be a party has been duly executed by the Purchaser, and when delivered by the Purchaser (assuming due authorization, execution and delivery by each other party thereto), such Transaction Documentin accordance with the terms hereof, will constitute a legalthe valid and legally binding obligation of Purchaserthe Purchaser, enforceable against it in accordance with its terms, exceptexcept: # as such enforceabilitylimited 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 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).applicable law.

Authority. The Purchaser has all necessary corporaterequisite capacity, power and authority to enter into this Agreement and the other Transaction DocumentsAgreement, to which Purchaser is a party, to carry outperform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby. The execution, delivery and thereby. The execution and deliveryperformance by the Purchaser of this Agreement and any other Transaction Document to which Purchaser is a party, the performance by Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate or other action on the part of the Purchaser. This Agreement has been duly executed and delivered by Purchaser,the Purchaser and (assuming due authorization, execution and delivery by [[Organization A:Organization]]) this Agreement constitutes a legal, valid and binding obligationobligations of Purchaserthe Purchaser, enforceable against the Purchaser in accordance with itstheir respective 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 Documentsubject to which Purchaser is or will be a party has been duly executed and delivered by Purchaser (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of Purchaser 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).applicable Law.

Organization; Authority. Such Purchaser has all necessary corporateis either an individual or an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to enter into this Agreement and to consummate the othertransactions contemplated by the Transaction Documents to which Purchaser is a party,and otherwise to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.thereunder. The execution and delivery by Purchaser of this Agreementthe Transaction Documents and any other Transaction Document to which Purchaser is a party, the performance by Purchaser of its obligations hereunder and thereunder and the consummation bysuch Purchaser of the transactions contemplated hereby and therebyby the Transaction Documents have been duly authorized by all requisite corporate actionnecessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. This Agreement has been duly executed and delivered by Purchaser, and (assuming due authorization, execution and delivery by [[Organization A:Organization]]) this Agreement constitutes a legal, valid and binding obligation of Purchaser enforceable against Purchaser 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 otherEach Transaction Document to which Purchaserit is or will be a party has been duly executed by such Purchaser, and when delivered by such Purchaser (assuming due authorization, execution and delivery by each other party thereto), such Transaction Documentin accordance with the terms hereof, will constitute a legalthe valid and legally binding obligation of Purchasersuch Purchaser, enforceable against it in accordance with its terms, exceptexcept: # as such enforceabilitylimited 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 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).applicable law.

Authority. Purchaser has all necessary corporate powerThe execution, delivery and authority to enter into this Agreement and the other Transaction Documents to which Purchaser is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and deliveryperformance by Purchaser of this Agreement and any other Transaction Document to which Purchaser is a party, the performance by Purchaser of its obligations hereunder and thereunder and the consummation by Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporatenecessary action on the part of Purchaser and do not and will not violate any provisions of its Organizational Documents, any applicable Law or any Contract or Order binding upon Purchaser. This Agreement has been duly executed and delivered by Purchaser, and (assuming due authorization, execution and delivery by [[Organization A:Organization]]) this Agreement constitutes a legal, valid and binding obligationagreement of PurchaserPurchaser, enforceable against Purchaser in accordance with its terms, except as such enforceability may be limited bysubject to applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or similarand other Laws affecting creditors'creditors’ rights generally from time to time in effect, and byto 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 Purchaser is or will be a party has been duly executed and delivered by Purchaser (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of Purchaser 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).equitable principles.

Authority. Purchaser hasAuthorization. The Company possesses all necessary corporaterequisite power and authority to enter intoexecute, deliver and perform its obligations under this Agreement and the other Transaction Documents to which Purchaserthe Company is a party, to carry out its obligations hereunder and thereunderparty and to consummate the transactions contemplated herebyhereunder and thereby.thereunder. The executionexecution, delivery and delivery by Purchaserperformance of this Agreement and anythe other Transaction Documents to which the Company is a party have been duly authorized by the Company. All corporate actions and proceedings required to be taken by or on the part of the Company to authorize and permit the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents which the Company is a party have been duly and properly taken. This Agreement has been, and each other Transaction Document to which Purchaserthe Company is a party, the performance by Purchaser of its obligations hereunder and thereunder and the consummation by Purchaser of the transactions contemplated hereby and thereby haveparty has been duly authorized by all requisite corporate action on the part of Purchaser. This Agreement has beenor will be, duly executed and delivered by Purchaser,the Company. This Agreement constitutes, and (assuming due authorization, executioneach other Transaction Document to which the Company is a party constitutes or will constitute, when so duly executed and delivery by [[Organization A:Organization]]) this Agreement constitutesdelivered, a legal, valid and binding obligation of Purchaserthe Company, enforceable against Purchaser in accordance with its terms, except as such enforceability may be limited byin each case subject to the effect of any applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or similar Laws affecting creditors'creditors’ rights generally and bysubject, as to enforceability, to the effect of general principles of equity (regardless of whether enforcementsuch enforceability is soughtconsidered in a proceeding in equity or at law or in equity). When each other Transaction Document to which Purchaser is or will be a party has been duly executed and delivered by Purchaser (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of Purchaser 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)law).