Authority; Execution; Enforceability. (a) The Company has the requisite limited liability company power and authority to execute and deliver this Agreement and each other agreement, document, instrument or certificate expressly contemplated by this Agreement to be executed in connection with the transactions contemplated hereby (the “Ancillary Documents”) to which the Company is or will be a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each of the Ancillary Documents to which the Company is or will be a party and the performance by the Company of its obligations hereunder and thereunder have been duly authorized by all necessary limited liability company action on the part of the Company and no other proceeding or vote (including by its equityholders) on the part of the Company is necessary to authorize this Agreement and each of the Ancillary Documents to which the Company is or will be a party or to consummate the transactions contemplated hereby or thereby.
(b) This Agreement has been (and each of the Ancillary Documents to which the Company is or will be a party will be at or prior to the Closing will be) duly executed and delivered by the Company and constitutes (or, in the case of the Ancillary Documents, are or will constitute when executed) a valid, legal and binding agreement of the Company (assuming that this Agreement has been and the Ancillary Documents to which the Company is a party will be duly and validly authorized, executed and delivered by the other Persons party thereto at or prior to the Closing), enforceable against the Company in accordance with their respective terms, subject to the Remedies Exception.
(c) Blocker Corp has the requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which Blocker Corp is or will be a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each of the Ancillary Documents to which Blocker Corp is or will be a party and the performance by Blocker Corp of its obligations hereunder and thereunder have been duly authorized by all necessary corporate action on the part of Blocker Corp and no other proceeding or vote (including by its equityholders) on the part of Blocker Corp is necessary to authorize this Agreement and each of the Ancillary Documents to which Blocker Corp is or will be a party or to consummate the transactions contemplated hereby or...
Authority; Execution; Enforceability. Such Investor has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement, the performance of its obligations hereunder, and the consummation of the transactions contemplated hereby, by such Investor have been duly authorized by all requisite action on the part of such Investor and no other action on the part of such Investor is necessary to authorize the execution, delivery and performance of this Agreement by such Investor or the consummation of the transactions contemplated hereby. Assuming due execution and delivery of this Agreement by the Company and the other Investors, this Agreement constitutes the valid and legally binding obligation of such Investor, enforceable against it in accordance with its terms and conditions, subject to (a) bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and (b) general principles of equity.
Authority; Execution; Enforceability. (i) Titan has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement, (ii) no consent of any party, including Sanofi, Novartis or any of their Affiliates, is required for Titan to execute, deliver and perform its obligations under this Agreement, and (iii) the execution and delivery of this Agreement and the performance of all of its obligations hereunder have been duly authorized by Titan. This Agreement has been duly executed and delivered by Titan and constitutes the legal, valid and binding obligation of Titan, enforceable against Titan in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other laws of general application relating to or affecting creditors’ rights generally.
Authority; Execution; Enforceability. The Company has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement, the performance of its obligations hereunder, and the consummation of the transactions contemplated hereby, including the filing of the Restated Certificate with the Secretary of State of the State of Delaware, by the Company have been duly authorized by all requisite action on the part of the Company and its stockholders and no other action on the part of the Company or its stockholders is necessary to authorize the execution, delivery and performance of this Agreement by the Company or the consummation of the transactions contemplated hereby. Assuming due execution and delivery of this Agreement by Investors, this Agreement constitutes the valid and legally binding obligation of the Company, enforceable against it in accordance with its terms and conditions, subject to (a) bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and (b) general principles of equity.
Authority; Execution; Enforceability. Issuer has all requisite power and authority to (a) execute and deliver this Agreement, (b) perform its obligations hereunder, and (c) consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance of its obligations hereunder, and the consummation of the transactions contemplated hereby, by Issuer have been duly authorized by all requisite action on the part of Issuer and no other action on the part of Issuer is necessary for the execution, delivery and performance of this Agreement by Issuer or the consummation of the transactions contemplated hereby. Assuming the due authorization, execution and delivery of this Agreement and the Issuer LLC Agreement by all other parties hereto and thereto, this Agreement and the Issuer LLC Agreement constitute valid and binding obligations of Issuer, enforceable against Issuer in accordance with their respective terms, subject to (x) bankruptcy, insolvency, reorganization, moratorium and similar federal, state, local, international statute, law (including international conventions, protocols and treaties), ordinance, rule, regulation, or legally binding guidance document of any Governmental Entity (together, “Laws”) affecting creditors’ rights and remedies generally and (y) general principles of equity. Issuer has all requisite power and authority to issue Issuer Units in accordance with this Agreement.
Authority; Execution; Enforceability. The Member has all necessary power and authority to execute, deliver and perform its obligations under this Agreement and each Related Agreement to which it is a party and to perform all of its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Member of this Agreement, the performance of its obligations hereunder, and the consummation by it of the transactions contemplated hereby have been duly and validly authorized by all action on the part of the Member and, no other proceedings on the part of the Member are necessary to authorize this Agreement or to consummate the transactions so contemplated herein. This Agreement and each Related Agreement to which such Member is, or will become, a party has been duly executed and delivered by the Member and constitutes a legal, valid and binding obligation of such Member, enforceable against the Member in accordance with its respective terms, subject to Enforceability Exceptions.
Authority; Execution; Enforceability. The Subscriber has all requisite capacity, power and authority to (a) execute and deliver this Agreement, (b) perform its obligations hereunder, and (c) consummate the transaction contemplated hereby. The execution and delivery of this Agreement, the performance of its obligations hereunder, and the consummation of the transaction contemplated hereby by the Subscriber has been duly authorized by all requisite action on the part of the Subscriber, and no other action on the part of the Subscriber is necessary for the execution, delivery and performance of this Agreement by the Subscriber or the consummation of the transaction contemplated hereby. Assuming the due authorization, execution and delivery of this Agreement by all other parties hereto, this Agreement constitutes the legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms, subject to (x) bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally and (y) general principles of equity.
Authority; Execution; Enforceability. Purchaser has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement, the performance of its obligations hereunder, and the consummation of the transactions contemplated hereby, by Purchaser have been duly authorized by all requisite action on the part of Purchaser and no other action on the part of Purchaser is necessary to authorize the execution, delivery and performance of this Agreement by Purchaser or the consummation of the transactions contemplated hereby. Assuming due execution and delivery of this Agreement by Seller and the Company, this Agreement constitutes the valid and legally binding obligation of Purchaser, enforceable against it in accordance with its terms and conditions, subject to (a) bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and (b) general principles of equity.
Authority; Execution; Enforceability. This Agreement has been duly authorized, executed and delivered by the Borrower and no further consent or authorization is required by the Borrower, the Borrower’s board of directors (or other equivalent governing body) or the holders of the Borrower’s Stock, and constitutes a valid, legal and binding obligation of the Borrower, enforceable in accordance with its terms, except as such enforceability may be limited by applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally. No consent, approval, Authorization or order of, or registration or filing with any Governmental Authority is required for (i) the execution, delivery and performance of any of this Agreement, and (ii) the consummation by the Borrower of the transactions contemplated hereby, except for consents, authorizations and filings that have been obtained or made.
Authority; Execution; Enforceability. Buyer has the requisite power and authority to execute and deliver this Agreement and all other agreements, instruments and documents to be executed and delivered by Buyer hereunder or in connection herewith, and to consummate the Transaction. The execution and delivery by Buyer of this Agreement and all other agreements, instruments and documents to be executed and delivered by Buyer hereunder or in connection herewith and the performance by Buyer of its obligations hereunder and thereunder have been duly and validly authorized by all appropriate action in accordance with the organizational and governing documents of Buyer and applicable Law. This Agreement and all other agreements, instruments and documents which have been executed and delivered by Buyer hereunder or in connection herewith have been duly and validly executed and delivered by Buyer and, assuming valid execution and delivery by Seller or any other applicable unaffiliated counterparty, constitute the legal, valid and binding obligations of Buyer enforceable against Buyer in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors’ rights and by general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law).
