Authority of Investor. Validity of this Agreement. The Investor further represents and warrants to, and covenants with, the Company that (i) the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (ii) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors' rights generally and to general equitable principles. The execution and delivery by the Investor of this Agreement and the performance by the Investor of its obligations hereunder and the purchase of the Investor's Shares will not conflict with, or result in any breach of any of the terms of, or constitute a default under, where applicable, the internal fund restrictions of the Investor's fund(s) or the governing documents of such fund(s).
Authority of Investor. The Investor has full right, authority and power to enter into this Master Agreement and each agreement, document and instrument to be executed and delivered by the Investor pursuant to this Agreement and to carry out the transactions contemplated hereby. The execution, delivery and performance by the Investor of this Agreement and each such other agreement, document and instrument have been duly authorized by all necessary corporate action of the Investor and no other action on the part of the Investor is required in connection therewith. This Agreement and each other agreement, document and instrument executed and delivered by Investor pursuant to this Agreement constitute valid and binding obligations of the Investor enforceable in accordance with their terms. The execution, delivery and performance by the Investor of this Agreement and each such agreement, document and instrument:
(i) does not and will not violate any provision of the Articles of Organization or by-laws of the Investor;
(ii) does not and will not violate any laws of the United States or of any state or any other jurisdiction applicable to the Investor or require the Investor to obtain any approval, consent or waiver of, or make any filing with, any person or entity (governmental or otherwise) which has not been obtained or made; and
(iii) does not and will not result in a breach of, constitute a default under, accelerate any obligation under, or give rise to a right of termination of any indenture, loan or credit agreement, or other agreement mortgage, lease, permit, order, judgment or decree to which the Investor is a party and which is material to the business and financial condition of the Investor.
Authority of Investor. Investor has the legal capacity and power to execute, deliver and perform this Agreement and to consummate the contemplated transaction. This Agreement has been duly and validly executed and delivered by Investor and is the legal, valid and binding obligation of Investor, enforceable against him in accordance with its terms.
Authority of Investor. Investor has the power and authority (corporate or similar) to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to comply with the terms, conditions and provisions hereof. The execution, delivery and performance of this Agreement by Investor has been duly authorized and approved by Investor and does not require any further authorization or consent of Investor or its beneficial owners. This Agreement is the legal, valid and binding agreement of Investor, enforceable against Investor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).
Authority of Investor. Investor has the corporate power to enter into, and be bound by the terms and conditions of, this Agreement and the Registration Rights Agreement and to carry out its obligations hereunder and thereunder, and the execution and delivery by Investor of this Agreement and the Registration Rights Agreement and the performance by Investor of its obligations hereunder and thereunder have been duly authorized by all necessary corporate action of Investor. This Agreement has been duly executed and delivered by Investor and constitutes, and each other agreement or document executed or to be executed by Investor in connection with the transactions contemplated hereby has been, or when executed, will be, duly executed and delivered by Investor and constitutes, or when executed and delivered will constitute, a valid and legally binding obligation of Investor enforceable against Investor in accordance with their respective terms, except to the extent enforcement may be limited (a) by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws from time to time in effect which affect creditors" rights generally, (b) by legal and equitable limitations on the availability of equitable remedies, including without limitations specific performance against Investor under or by virtue of this Agreement and (c) by public policy considerations with respect to the rights of indemnification under the Registration Rights Agreement.
Authority of Investor. Validity of this Agreement. The Investor has all requisite power and authority to enter into this Agreement and perform its obligations hereunder. The execution, delivery, and performance by the Investor of this Agreement, and the purchase of the Shares and the Warrants have been duly authorized and approved by all necessary corporate action. This Agreement has been duly executed and delivered and constitutes a valid and binding obligation of the Investor, enforceable in accordance with its terms, subject to laws of general application from time to time in effect affecting creditors' rights, and the exercise of judicial discretion in accordance with general equitable principles. The execution, delivery, and performance of this Agreement and the purchase of the Shares and Warrants will not conflict with, or result in, a material breach of any of the terms of, or constitute a material default under, any charter, by-law, agreement, instrument, covenant, or other restriction to which the Investor is a party or by which it or any of its properties or assets is bound.
Authority of Investor. Investor has full power and legal capacity to execute and deliver this Agreement and the other agreements required to be executed and delivered by Investor hereunder (the "Investor Documents") and to carry out the transactions contemplated hereby. The execution, delivery and performance of the Investor Documents by Investor have been duly authorized by all necessary action on the part of Investor. The Investor Documents are valid and binding agreements of Investor enforceable against Investor in accordance with their respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors' rights generally, and by general equitable principles and the discretion of courts applying such laws and principles. Except as set forth in Schedule 3.3 annexed hereto, no consent, authorization or approval of, or declaration, filing or registration with, any governmental or regulatory authority, or any consent, authorization or approval of any third party, is necessary in order to enable Investor to enter into and perform Investor's obligations under the Investor Documents, and neither the execution and delivery of the Investor Documents nor the consummation of the transactions contemplated thereby will:
(a) conflict with, require any consent under, result in the violation of; or constitute a breach of any provision of the Articles of Organization or the Operating Agreement of Investor;
(b) conflict with, require any consent under, result in the violation of, constitute a breach of, or accelerate the performance required on the part of Investor by the terms of, any evidence of indebtedness or agreement to which Investor is a party, in each case with or without notice for lapse of time or both, including any mortgage or deed of trust or other agreement creating a lien, charge or encumbrance to which any property of Investor is subject, or permit the termination of any such agreement by another person;
(c) result in the creation of imposition of any security interest, lien, charge or other encumbrance upon, or restriction on the use of; any property or assets of Investor under any agreement or commitment to which Investor is bound;
(d) accelerate, constitute an event entitling, or which would, on notice or lapse of time or both, entitle the holder of any indebtedness of Investor to accelerate the maturity of such indebtedness;
(e) conflict with or result in the breach of or violation of any writ, judgment, order, injunct...
Authority of Investor. Validity of this Agreement. The Investor further represents and warrants to, and covenants with, the Company that (i) the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (ii) this Agreement constitutes a valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification and contribution agreements of the Investor herein may be legally unenforceable.
Authority of Investor. (a) Investor has the requisite limited liability company power and authority to execute, deliver and perform this Agreement and all of the Investor Ancillary Agreements and to consummate the transactions contemplated hereby or thereby. The execution, delivery and performance of this Agreement and the Investor Ancillary Agreements by Investor have been duly authorized and approved by Investor's managers and do not require any further authorization or consent of Investor or its members. This Agreement has been duly authorized, executed and delivered by Investor and (assuming the valid authorization, execution and delivery of this Agreement by Smitx & Xephew and the Company) is the legal, valid and binding agreement of Investor enforceable against Investor in accordance with its terms, and each of the other Investor Ancillary Agreements has been duly authorized by Investor and upon execution and delivery by Investor (assuming the valid authorization, execution and delivery thereof by the other party or parties thereto) will be a legal, valid and binding obligation of Investor enforceable against Investor in accordance with its terms, in each case subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors' rights and to general equity principles.
(b) Neither the execution and delivery of this Agreement or any of the Investor Ancillary Agreements or the consummation of any of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will:
(i) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default (with or without notice or lapse of time, or both), an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under (1) the Certificate of Formation or operating agreement of Investor, (2) any note, instrument, agreement, mortgage, lease, license, franchise, permit or other authorization, right, restriction or obligation to which Investor is a party or by which Investor or any of its properties is bound, (3) any Court Order to which Investor is a party or by which Investor or any of its properties is bound or (4) any Requirements of Laws affecting Investor, except, in the case of clause (3), for such conflicts, breaches, defaults, events or Encumbrances which would not have a material adverse effect on the asset...
Authority of Investor. Each Investor is authorized to enter into, and be bound by the terms and conditions of, this Agreement and to carry out its obligations hereunder, and the execution and delivery by such Investor of this Agreement and the performance by such Investor of its obligations hereunder have been duly authorized by all requisite partnership action of such Investor. This Agreement has been duly executed and delivered by each Investor and constitutes, and each other agreement or document executed or to be executed by such Investor in connection with the transactions contemplated hereby has been, or when executed, will be, duly executed and delivered by such Investor and constitutes, or when executed and delivered will constitute, a valid and legally binding obligation of such Investor enforceable against such Investor in accordance with their respective terms, except to the extent enforcement may be limited (a) by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws from time to time in effect which affect creditors' rights generally, and (b) by legal and equitable limitations on the availability of equitable remedies, including without limitations specific performance against Investors under or by virtue of this Agreement.
