1Authority. Each Party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the performance of such obligations will not conflict with or result in a breach of any agreement to which such Party is a party or is otherwise bound.
1Authority. The Seller has full power, authority and legal capacity to execute and deliver the Transaction Documents to which the Seller is a party and to perform the Seller's obligations thereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable against the Seller in accordance with the terms of this Agreement.
1Authority. This Plan will be interpreted, administered, and operated by the Board, which will have complete authority in its sole discretion, subject to the express provisions of this Plan, to (a) construe, interpret, and apply this Plan and each of its provisions, (b) prescribe, amend, and rescind rules and regulations relating to this Plan, (c) authorize any person to execute, on behalf of the Company, any document required to carry out the purposes of this Plan, (d) select, subject to any limitations set forth in this Plan, those persons who constitute Participants, (e) interpret, administer, reconcile any inconsistency in, correct any defect in, or supply any omission in this Plan and any document or agreement relating to this Plan, and (f) exercise discretion to make any and all other determinations that it determines to be necessary or advisable for the administration of this Plan. Additionally, subject to the terms of this Plan, the Board has authority to:
1Authority. (a) Notwithstanding any other provision of this Agreement, nothing herein shall be construed to impose any fiduciary or other duty on the Controlling Agent to any other Party.
1Authority. Signing of the AGREEMENT has been done in compliance with Board approval as outlined in the Board Policies for the Xxxxxxx Community College District. An AUTHORIZED AGENT for each PARTY shall sign.
1Authority. The Purchaser has the requisite power and authority to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action and no further consent or authorization of the Purchaser is required. This Agreement constitutes the valid and binding obligation of the Purchaser enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.
1Authority. Advisor represents and warrants to NextCure that (a) Advisor’s execution and delivery of this Agreement does not, and Advisor’s performance of Advisor’s obligations hereunder in accordance with the terms hereof will not, (i) violate any law applicable to Advisor, or (ii) conflict with, result in the breach of any provisions of, or constitute a default under any agreement, fiduciary duty, or other obligation to which Advisor is a party or by which Advisor is or may be bound; and (b) with respect to any information, know-how, materials, knowledge, or data disclosed by Advisor to NextCure in the performance of this Agreement, Advisor has the full and unrestricted right to disclose the same to NextCure. Advisor further represents that his or her current employer(s) and academic institution(s) have received full disclosure as to the Advisor’s acting as a scientific advisor and consultant to NextCure and of the duties required of the Advisor under this Agreement, and that such employer(s) and institution(s) consent fully to Advisor’s execution of this Agreement and position as scientific advisor and consultant for NextCure. Advisor agrees to promptly notify NextCure upon the occurrence after the Effective Date of any event that would have been covered by this section if it had occurred on or prior to the Effective Date.
1Authority. The SEG Shareholders have the right, power, authority, and capacity to execute and deliver this Agreement to which the SEG Shareholders are a party, to consummate the transactions contemplated by this Agreement to which the SEG Shareholders are a party, and to perform the SEG Shareholders’ obligations under this Agreement to which the SEG Shareholders are a party. This Agreement has been duly and validly authorized and approved, executed, and delivered by the SEG Shareholders. Assuming this Agreement has been duly and validly authorized, executed and delivered by the parties thereto other than the SEG Shareholders, this Agreement is duly authorized, executed and delivered by the SEG Shareholders and constitutes the legal, valid and binding obligation of the SEG Shareholders, enforceable against the SEG Shareholders in accordance with their respective terms, except as such enforcement is limited by general equitable principles, or by bankruptcy, insolvency and other similar Laws affecting the enforcement of creditors rights generally.
1Authority. Each Loan Party has full power, authority and legal right to enter into this Agreement and the Other Documents to which it is a party and to perform all its respective Obligations hereunder and thereunder. This Agreement and the Other Documents to which it is a party have been duly executed and delivered by each Loan Party, and this Agreement and the Other Documents to which it is a party constitute the legal, valid and binding obligation of such Loan Party enforceable in accordance with their terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally. The execution, delivery and performance of this Agreement and of the Other Documents to which it is a party (a) are within such Loan Party’s corporate or company powers, as applicable, have been duly authorized by all necessary corporate or company action, as applicable, are not in contravention of law, except to the extent such contravention of law would not reasonably be expected to result in a Material Adverse Effect, or the terms of such Loan Party’s Organizational Documents or to the conduct of such Loan Party’s business, (b) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) in connection with the Perfection Requirements and (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which could not be reasonably expected to have a Material Adverse Effect, (b) will not violate any (i) of such Loan Party’s Organizational Documents or (ii) requirements of law applicable to such Loan Party which violation, in the case of this clause (b)(ii), could reasonably be expected to have a Material Adverse Effect and (c) will not violate or result in a default under any contract or agreement to which such Loan Party is a party which violation, in the case of this clause (c), could reasonably be expected to result in a Material Adverse Effect.
1Authority. Such Buyer has full power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it will be a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by such Buyer of this Agreement and each of the Ancillary Agreements to which it will be a party and the consummation by such Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary limited liability company action. This Agreement has been, and upon their execution each of the Ancillary Agreements to which such Buyer will be a party will have been, duly executed and delivered by such Buyer and, assuming due execution and delivery by each of the other parties hereto and thereto, this Agreement constitutes, and upon their execution each of the Ancillary Agreements to which such Buyer will be a party will constitute, the legal, valid and binding obligations of such Buyer, enforceable against such Buyer in accordance with their respective terms except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law).
