The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, will relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority will not have been obtained.

Inability to Obtain Authority. The inability of the [[Plan Administrator:Organization]] to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the [[Plan Administrator:Organization]]’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the [[Plan Administrator:Organization]] of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

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).

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. The execution and delivery by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Company. This Agreement has been duly executed and delivered by the Company, and this Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforcement shall be limited by bankruptcy, insolvency, moratorium or similar law affecting creditors’ rights generally and subject to general principles of equity.

AUTHORITY. Each party has all necessary power and authority to enter into, and be bound by the terms of, this Agreement, and the execution, delivery and performance of the undertakings contemplated by this Agreement have been duly authorized by each party hereto.

Authority. The execution, delivery and performance by [[Organization B:Organization]] of each of this Agreement and the Note (collectively, the "Transaction Documents"), and the consummation of the transactions contemplated hereby and thereby # are within the corporate authority of [[Organization B:Organization]] and # have been duly authorized by all necessary actions on the part of [[Organization B:Organization]].

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]].