Common use of Authorization and Validity of Agreement Clause in Contracts

Authorization and Validity of Agreement. LICENSEE has full power and authority, including full corporate power and authority, to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Without limiting the foregoing, the execution, delivery and performance of this Agreement by LICENSEE and the consummation by it of the transactions contemplated hereby, have been duly authorized and approved by the members and managers of LICENSEE, and no other action on the part of LICENSEE or its officers, directors or shareholder is necessary to authorize the execution, delivery and performance of this Agreement by LICENSEE and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by LICENSEE and is a valid and binding obligation of LICENSEE enforceable against it in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

Authorization and Validity of Agreement. LICENSEE Purchaser has full power and authority, including full corporate power and authority, to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Without limiting the foregoing, the execution, delivery and performance of this Agreement by LICENSEE Purchaser and the consummation by it of the transactions contemplated hereby, have been duly authorized and approved by the members and managers of LICENSEEPurchaser, and no other action on the part of LICENSEE Purchaser or its officers, directors or shareholder members is necessary to authorize the execution, delivery and performance of this Agreement by LICENSEE Purchaser and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by LICENSEE Purchaser and is a valid and binding obligation of LICENSEE Purchaser enforceable against it in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles.

Authorization and Validity of Agreement. LICENSEE Seller has full power and authority, including full corporate power and authority, to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions as contemplated hereby. Without limiting the foregoing, the execution, delivery and performance of this Agreement by LICENSEE Seller and the consummation by it of the transactions contemplated hereby, have been duly authorized and approved by the members Board of Directors and managers the shareholders of LICENSEESeller, and no other action on the part of LICENSEE Seller or its officers, directors or shareholder shareholders is necessary to authorize the execution, delivery delivery, and performance of this Agreement by LICENSEE Seller and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by LICENSEE Seller and is a valid and binding obligation of LICENSEE Seller enforceable against it in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principlesgenerally.

Authorization and Validity of Agreement. LICENSEE The Company has full power and authority, including full the --------------------------------------- necessary corporate power and authority, authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate (subject to the approval of the stockholders of the Company) the transactions contemplated hereby. Without limiting the foregoing, the The execution, delivery and performance of this Agreement by LICENSEE the Company, and the consummation by it of the transactions contemplated hereby, have been duly authorized and approved by the members and managers its Board of LICENSEE, Directors and no other corporate or stockholder action on the part of LICENSEE or its officers, directors or shareholder the Company is necessary to authorize the execution, delivery and performance of this Agreement by LICENSEE the Company and the consummation of the transactions contemplated herebyhereby (other than the approval of this Agreement by the stockholders of the Company). This Agreement has been duly executed and delivered by LICENSEE the Company and is a valid and binding obligation of LICENSEE the Company enforceable against it the Company in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principlesprinciples (whether considered in a proceeding at law or in equity).

Authorization and Validity of Agreement. LICENSEE has full power and authority, including full corporate power and authority, to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Without limiting the foregoing, the execution, delivery and performance of this Agreement by LICENSEE and the consummation by it of the transactions contemplated hereby, have been duly du1y authorized and approved by the members and managers of LICENSEE, and no other action on the part of LICENSEE or its officers, directors or shareholder is necessary to authorize the execution, delivery and performance of this Agreement by LICENSEE and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by LICENSEE and is a valid and binding obligation of LICENSEE enforceable against it in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.