Common use of Authorization; Binding Obligations Clause in Contracts

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers and directors necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder at the Closing and, the authorization, sale, issuance and delivery of the Note and Warrant has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered and to the extent it is a party thereto, will be valid and binding obligations of the Company enforceable in accordance with their terms, except:

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers and directors necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder and under the Related Agreements at the Closing and, the authorization, sale, issuance and delivery of the Note and Warrant has been taken or will be taken prior to the Closing. The This Agreement and the Related Agreements, when executed and delivered and to the extent it is a party thereto, will be valid and binding obligations of the Company enforceable in accordance with their terms, except:

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers and directors necessary for the authorization of this Agreement and the Related any Ancillary Agreements, the performance of all of its obligations of the Company hereunder at on the Closing and, Date and the authorization, sale, issuance and delivery of the Note Shares and Warrant the Warrants has been taken or will be taken prior to the ClosingClosing Date. The Agreement and the Related AgreementsThis Agreement, when executed and delivered and to the extent it is a party thereto, will be its valid and binding obligations of the Company obligation enforceable in accordance with their termsthe terms hereof, except:

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers officers, directors and directors stockholders necessary for the authorization of this Agreement Agreement, and the Related Agreements, Securities and the performance of all obligations of the Company hereunder and thereunder at the Closing and, the authorization, sale, issuance and delivery of the Note and Warrant has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered and to the extent it is a party thereto, will be valid and binding obligations of the Company enforceable in accordance with their terms, except:

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers managers, officers, directors and directors members necessary for the authorization of this Agreement Agreement, and the Related Agreements, Securities and the performance of all obligations of the Company hereunder and thereunder at the Closing and, the authorization, sale, issuance and delivery of the Note and Warrant has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered and to the extent it is a party thereto, will be valid and binding obligations of the Company enforceable in accordance with their terms, except:

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers officers, directors and directors shareholders necessary for the authorization of this Agreement and the Related AgreementsShares, the performance of all obligations of the Company hereunder at the Closing andClosing, and the authorization, sale, issuance and delivery of the Note and Warrant Shares pursuant hereto has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered and to the extent it is a party thereto, will be valid and binding obligations of the Company enforceable in accordance with their terms, except:.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers officers, directors and directors shareholders necessary for the authorization of this Agreement and the Related Agreementssale of the Shares, the performance of all obligations of the Company hereunder at the Closing andClosing, and the authorization, sale, issuance and delivery of the Note and Warrant Shares pursuant hereto has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered and to the extent it is a party thereto, will be valid and binding obligations of the Company enforceable in accordance with their terms, except:.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers officers, directors and directors stockholders necessary for the authorization of this Agreement Agreement, and the Related Agreements, Securities and the performance of all obligations of the Company hereunder and thereunder at the Closing and, the authorization, sale, issuance and delivery of the Note and Warrant has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered and to the extent it is a party thereto, will be valid and binding obligations of the Company enforceable in accordance with their terms, except:.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers officers, directors and directors shareholders necessary for the authorization of this Agreement and each of the Related Agreementsother agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement, if any (collectively, the “Transaction Documents”), the performance of all obligations of the Company hereunder thereunder at the Closing andClosing, and the authorization, sale, issuance and delivery of the Note and Warrant Securities pursuant hereto has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered and to the extent it is a party thereto, will be valid and binding obligations of the Company enforceable in accordance with their terms, except:.

Authorization; Binding Obligations. All corporate action on the part of the Company, Company (including its officers and directors directors) necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder and under the other Related Agreements at the Closing and, the authorization, sale, issuance and delivery of the Note Notes and Warrant has been taken or will be taken prior to the Closing. The This Agreement and the other Related Agreements, when executed and delivered and to the extent it is a party theretodelivered, will be valid and binding obligations of the Company, enforceable against the Company enforceable in accordance with their terms, except:

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers officers, directors and directors shareholders necessary for the authorization of this Agreement and the Related AgreementsWarrant, the performance of all obligations of the Company hereunder at the Closing andClosing, and the authorization, sale, issuance and delivery of the Note and Warrant pursuant hereto has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered and to the extent it is a party thereto, will be valid and binding obligations of the Company enforceable in accordance with their terms, except:.

Authorization; Binding Obligations. All corporate action on the part of the Company, Company (including its officers and directors directors) necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder and under the other Related Agreements at the Closing and, the authorization, sale, issuance and delivery of the Note and Warrant has been taken or will be taken prior to the Closing. The This Agreement and the other Related Agreements, when executed and delivered and to the extent it is a party theretodelivered, will be valid and binding obligations of the Company, enforceable against the Company enforceable in accordance with their terms, except:

Authorization; Binding Obligations. All corporate action on the part of the Company, its Company (including the respective officers and directors directors) necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder and under the Related Agreements at the Closing and, and the authorization, sale, issuance and delivery of the Note Term Notes and Warrant the Warrants has been taken or will be taken prior to the Initial Closing. The This Agreement and the Related Agreements, when executed and delivered and to the extent it is a party thereto, will be valid and binding obligations of each of the Company Company, enforceable against it in accordance with their terms, except:

Authorization; Binding Obligations. 7.3.1. All corporate action actions on the part of the CompanyCompany and its directors and shareholders, its officers and directors necessary for the authorization of this Agreement and the Related AgreementsAgreement, the performance of all obligations of the Company hereunder and thereunder at the Closing and, the authorization, sale, issuance and delivery of the Note and Warrant has been taken or will be taken prior to the Closingtaken. The Agreement and the Related AgreementsThis Agreement, when executed and delivered and to the extent it is a party theretodelivered, will be valid and binding obligations obligation of the Company enforceable in accordance with their its terms, except:.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers officers, directors and directors stockholders necessary for the authorization of this Agreement and the Related AgreementsAgreement, the performance of all obligations of the Company hereunder at the Closing and, and the authorization, sale, issuance and delivery of the Note and Warrant Shares has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered and to the extent it is a party thereto, will be valid and binding obligations of the Company enforceable in accordance with their terms, except:.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers and directors necessary for the authorization of this Agreement and the Related AgreementsAgreement, the performance of all obligations of the Company hereunder at the Closing and, the authorization, sale, issuance and delivery of the Note and Warrant Shares has been taken or will be taken prior to the Closing. The Agreement and the Related AgreementsThis Agreement, when executed and delivered and to the extent it is a party thereto, will be valid and binding obligations of the Company enforceable in accordance with their terms, except:

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers and directors necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder at the Closing and, and the authorization, sale, issuance and delivery of the Note and Warrant has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered and to the extent it is a party thereto, will be valid and binding obligations of the Company enforceable in accordance with their terms, except:

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers and directors Company necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder and under the other Related Agreements at the Closing andClosing, and the authorization, sale, issuance and delivery of the Note and Warrant Notes has been taken or will be taken prior to the Closing. The This Agreement and the Related Agreements, when executed and delivered and to the extent it is a party theretodelivered, will be valid and binding obligations of the Company, enforceable against the Company enforceable in accordance with their terms, except:

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers and directors necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder at the Closing and, the authorization, sale, issuance and delivery of the Note Series A Preferred and Warrant has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered and to the extent it is a party thereto, will be valid and binding obligations of the Company enforceable in accordance with their terms, except:

Authorization; Binding Obligations. All corporate action on the part of the Company, its Company (including the respective officers and directors directors) necessary for the authorization of this Agreement and the Related Agreements, and the performance of all obligations of the Company hereunder at the Closing and, the authorization, sale, issuance and delivery of the Note and Warrant has been taken or will be taken prior to the Closing. The This Agreement and the other Related Agreements, when executed and delivered and to the extent it is a party thereto, will be valid and binding obligations of each of the Company enforceable in accordance with their terms, except:Company.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers and directors necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder and under the Related Agreements at the Closing and, the authorization, sale, issuance and delivery of the Note Preferred Stock and Warrant has been taken or will be taken prior to the Closing. The This Agreement and the Related Agreements, when executed and delivered and to the extent it is a party thereto, will be valid and binding obligations of the Company enforceable in accordance with their terms, except:

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers officers, directors and directors shareholders necessary for the authorization of this Agreement and each of the Related Agreementsother agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”), the performance of all obligations of the Company hereunder thereunder at the Closing andClosing, and the authorization, sale, issuance and delivery of the Note and Warrant Securities pursuant hereto has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered and to the extent it is a party thereto, will be valid and binding obligations of the Company enforceable in accordance with their terms, except:.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers officers, directors and directors shareholders necessary for the authorization of this Agreement Agreement, the Warrants and each of the Related Agreementsother agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement, if any (collectively, the “Transaction Documents”), the performance of all obligations of the Company hereunder thereunder at the Closing andClosing, and the authorization, sale, issuance and delivery of the Note and Warrant Securities pursuant hereto has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered and to the extent it is a party thereto, will be valid and binding obligations of the Company enforceable in accordance with their terms, except:.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers and directors Company as necessary for the authorization of this Agreement and the Related AgreementsAgreement, the performance of all obligations of the Company hereunder at the Closing andhereunder, and the authorization, sale, issuance issuance, and delivery of the Note and Warrant Preferred Membership pursuant hereto has been taken or will be taken prior to the Closingtaken. The Agreement and the Related AgreementsThis Agreement, when executed and delivered and to the extent it is a party theretodelivered, will be a valid and binding obligations obligation of the Company enforceable in accordance with their its terms, except:

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers officers, directors and directors stockholders necessary for the authorization of this Agreement and the Related AgreementsAgreement, the performance of all obligations of the Company hereunder at the Closing and, and the authorization, sale, issuance and delivery of the Note and Warrant Shares pursuant hereto has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered and to the extent it is a party thereto, will be valid and binding obligations of the Company enforceable in accordance with their terms, except:.

Authorization; Binding Obligations. All corporate action on the part of the Company, Company (including its officers and directors directors) necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder and under the other Related Agreements at the Closing and, the authorization, sale, issuance and delivery of the Note and Warrant the Option has been taken or will be taken prior to the Closing. The This Agreement and the Related Agreements, when executed and delivered and to the extent it is a party thereto, will be valid and binding obligations of each of the Company Company, enforceable against each such entity in accordance with their terms, except:

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers and directors Company necessary for the authorization authorization, sale, issuance, and delivery of the Securities; the authorization, execution, and delivery of this Agreement and the Related Agreements, other Transaction Documents; and the performance of all obligations of the Company hereunder at the Closing andand thereunder, has been taken. This Agreement, the authorizationNotes, sale, issuance and delivery of the Note and Warrant has been taken or will be taken prior to the Closing. The Agreement Warrants and the Related Agreementsother Transaction Documents to which it is a party, when executed and delivered and to the extent it is a party theretodelivered, will shall be valid and binding obligations of the Company enforceable against it in accordance with their respective terms, except:.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers officers, directors and directors shareholders necessary for the authorization of this Agreement and the Related AgreementsAgreement, the performance of all obligations of the Company hereunder at the Closing and, and the authorization, sale, issuance and delivery of the Note and Warrant Shares has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered and to the extent it is a party thereto, will be valid and binding obligations of the Company enforceable in accordance with their terms, except:.

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers officers, directors and directors shareholders necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder and thereunder at the Closing and, and the authorization, sale, issuance and delivery of the Note and Warrant has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered and to the extent it is a party thereto, will be valid and binding obligations of the Company enforceable in accordance with their terms, except:Shares

Authorization; Binding Obligations. All corporate action on the part of the Company, its Company (including the respective officers and directors directors) necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company hereunder and under the other Related Agreements at the Closing and, the authorization, sale, issuance and delivery of the Note and Warrant has been taken or will be taken prior to the Closing. The This Agreement and the other Related Agreements, when executed and delivered and to the extent it is a party thereto, will be valid and binding obligations of the Company Company, enforceable in accordance with their terms, except:

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers and directors necessary for the authorization of this Agreement and the Related Ancillary Agreements, the performance of all obligations of the Company hereunder at and under the Ancillary Agreements on the Closing Date and, the authorization, sale, issuance and delivery of the Note Notes and Warrant Warrants has been taken or will be taken prior to the ClosingClosing Date. The This Agreement and the Related Ancillary Agreements, when executed and delivered and to the extent it is a party thereto, will be valid and binding obligations of the Company enforceable in accordance with their terms, except:

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers officers, directors and directors stockholders necessary for the authorization lawful execution and delivery of this Agreement and the Related AgreementsAgreement, the performance of all obligations of the Company hereunder at the Conversion Closing and, and the authorization, sale, issuance and delivery of the Note and Warrant Shares pursuant hereto has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered and to the extent it is a party thereto, will be valid and binding obligations of the Company enforceable in accordance with their terms, except:been

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers officers, directors and directors shareholders necessary for the authorization of this Agreement and the Related AgreementsAgreement, the performance of all obligations of the Company hereunder and thereunder at the Closing and, and the authorization, sale, issuance and delivery of the Note Preferred Shares pursuant to this Agreement and Warrant the Conversion Shares pursuant to the Amended Certificate has been taken or will be taken prior to the Closing. The Agreement and the Related AgreementsThis Agreement, when executed and delivered and to the extent it is a party theretodelivered, will be valid and binding obligations of the Company enforceable in accordance with their terms, except:the

Authorization; Binding Obligations. All corporate action on the part of the Company, its officers officers, directors and directors shareholders necessary for the authorization of this Agreement and the Related AgreementsAgreement, the performance of all obligations of the Company hereunder at the Closing and, the authorization, sale, issuance and delivery of the Note and Warrant has been taken or will be taken prior to the Closing. The Agreement and the Related Agreements, when executed and delivered and to the extent it is a party thereto, will be valid and binding obligations of the Company enforceable in accordance with their terms, except:Effective Date.