1Authorization. Subject to and conditioned on Licensee’s payment of the Fees and compliance and performance in accordance with all other terms and conditions of this Agreement, NCIT hereby grants Licensee a nonexclusive, nontransferable (except as set forth in Section 15.6) license under NCIT’s Intellectual Property Rights to access and use the Services and such NCIT Materials as NCIT may supply or make available to Licensee solely for the use by and through Authorized Users in accordance with the conditions and limitations set forth in this Agreement.
1Authorization. The Investor has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Investor, will constitute valid and legally binding obligations of the Investor, enforceable in accordance with their terms, except as limited by the Bankruptcy and Equity Exception. No Consent or order of, or registration, qualification, designation, declaration or filing with any federal, state or local Governmental Entity is required on the part of the Investor in connection with the consummation of the transactions contemplated by this Agreement.
1Authorization. The Purchaser has full power and authority to enter into the Transaction Agreements. The Transaction Agreements to which the Purchaser is a party, when executed and delivered by the Purchaser, will constitute valid and legally binding obligations of the Purchaser, enforceable against such Purchaser in accordance with their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.
1Authorization. The Company has duly authorized the sale and issuance of 1,000 shares of the Preferred Stock, having the rights, restrictions, privileges, and preferences set forth in the Certificate of Designations of Preferences, Rights and Limitations of Series 2022 Convertible Preferred Stock attached hereto as Exhibit A (the “Certificate of Designation”). The Company has adopted and filed the Certificate of Designation with the Secretary of State of the State of Delaware.
1Authorization. The Purchaser has full power and authority to enter into the Transaction Agreements. The Transaction Agreements to which the Purchaser is a party, when executed and delivered by the Purchaser, will constitute valid and legally binding obligations of the Purchaser, enforceable in accordance with their terms, except (a) as limited by Enforceability Qualifications, or (b) to the extent the indemnification provisions contained in the Registration Rights Agreement may be limited by applicable U.S. federal, or U.S. state or Canadian provincial securities laws.
1Authorization. 27.1 1Manager is duly organized, validly existing, and in good standing under the laws of the state of its organization and is qualified to do business in California, and has full corporate power and authority to carry on its business as it has been and is conducted.
27.1. 2The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement are within the power of the Manager and have been duly authorized by all necessary corporate and other action. Manager has duly authorized, executed, and delivered this Agreement, and this Agreement constitutes the legal, valid, and binding agreements and obligations of Manager, enforceable against Manager in accordance with its terms, except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar limitations on creditors’ rights generally and general principles of equity.
27.1. 3Manager is not subject to or obligated under any law, rule, or regulation of any governmental authority, or any order, injunction or decree, or any agreement, that would be breached or violated by Manager’s execution, delivery, or performance of this Agreement.
27.1. 4Manager has completed, obtained, and performed all registrations, filings, approvals, licenses, authorizations, consents, or examinations required by any government or governmental authority for entry into this Agreement and performance of its acts contemplated by this Agreement, and Manager shall maintain such proper authorizations while this Agreement is in force.
1Authorization. The Purchaser has full power and authority to enter into the Transaction Agreements. The Transaction Agreements to which the Purchaser is a party, when executed and delivered by the Purchaser and assuming due and valid authorization, execution and delivery hereof by the Company and the other Purchasers, will constitute valid and legally binding obligations of such Purchaser, enforceable against such Purchaser in accordance with their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.
1Authorization. Such Seller has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by such Seller and assuming due and valid authorization, execution and delivery hereof by Parent and the other Sellers, will constitute valid and legally binding obligations of such Seller, enforceable against such Seller in accordance with their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.
1Authorization. Subject to and conditioned on Licensee's payment of the Fees and compliance and performance in accordance with all other terms and conditions of this Agreement, Licensor hereby authorizes Licensee to access and use, subject to the terms and conditions herein and during the Term, the Services and such Licensor Materials as Licensor may supply or make available to Licensee solely for the use by and through Authorized Users (i.e., Licensee’s clients) in accordance with the conditions and limitations set forth in this Agreement and Licensor's Terms of Use. This authorization is non-exclusive and other than as may be expressly set forth in Section 16.7, non-transferable.
1Authorization. Each Purchaser has full power and authority (and, if such Purchaser is an individual, the capacity) to enter into this Agreement and to perform all obligations required to be performed by it hereunder. This Agreement, when executed and delivered by each Purchaser, will constitute such Purchaser’s valid and legally binding obligation, enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.
