Authorization and Representation Sample Clauses

Authorization and Representation. Licensees have full powers and are duly authorized by their articles of incorporation or articles of association to enter into this Agreement and to carry out the transactions contemplated herein. The execution of this Agreement by Licensees and the implementation of the transactions contemplated herein were duly and legally authorized by the Licensees' shareholders or quotaholders and no other procedure by the Licensees is necessary to authorize the execution of this Agreement or to authorize the implementation of the transactions contemplated herein. This Agreement was duly and validly executed, is individually enforceable by Licensees and constitutes a legal, valid and binding agreement to each Licensee, enforceable against each of the Licensees pursuant to its terms.