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. Each person signing this Amendment hereby represents and warrants that he or she has full authority to execute this Amendment for the Party on whose behalf he or she is signing.

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]].

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. The Company has the corporate power and authority to execute and deliver this Agreement and to carry out its obligations hereunder. The execution, delivery and performance by the Company of this Agreement and the consummation of the Exchange have been duly authorized by all necessary corporate action on the part of the Company, and no further approval or authorization is required on the part of the Company. This Agreement will be valid and binding on the Company and enforceable against the Company 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. 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 Plan Administrator shall have full power and authority, exercisable in its sole discretion, to grant stock appreciation rights in accordance with this Section III to selected Optionees or other individuals eligible to receive option grants under the Discretionary Grant Program.

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.