Common use of Due Authorization; Valid Issuance Clause in Contracts

Due Authorization; Valid Issuance. The Warrants are duly authorized and, when issued, sold and delivered in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable, free and clear of any Liens imposed by or through the Company and, assuming the accuracy of each Investor’s representations in this Agreement, will be issued, sold and delivered in compliance with all applicable Federal and state securities laws. The Debenture Shares and the Registrable Common Shares are duly authorized and reserved for issuance and, when issued in accordance with the terms of the Debentures and this Agreement will be duly and validly issued, fully paid and nonassessable, free and clear of any Liens imposed by or through the Company. The Warrant Shares are duly authorized and reserved for issuance and, when issued in accordance with the terms of the Warrants, will be duly and validly issued, fully paid and nonassessable, free and clear of any Liens imposed by or through the Company.

Due Authorization; Valid Issuance. The Notes are duly authorized and, when issued, sold and delivered in accordance with the terms of this Agreement, will be duly and validly issued, free and clear of any Liens imposed by or through the Company. The Warrants are duly authorized and, when issued, sold and delivered in accordance with the terms hereofof this Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of any Liens imposed by or through the Company and, assuming the accuracy of each Investor’s representations in this Agreement, will be issued, sold and delivered in compliance with all applicable Federal and state securities lawsCompany. The Debenture Conversion Shares issuable under the Convertible Note and the Registrable Common Warrant Shares issuable under the Warrant are duly authorized and reserved for issuance and, when issued and delivered in accordance with the terms of the Debentures and this Agreement Convertible Note or the Warrant, as the case may be, will be duly and validly issued, fully paid and nonassessable, free and clear of any Liens imposed by or through the Company. The Warrant Shares are duly authorized Assuming the accuracy of Imperium’s representations contained herein, the issuance and reserved for issuance and, when issued in accordance with the terms sale of the Warrants, Convertible Note and Warrant under this Agreement will be duly effected in compliance with all applicable Federal and validly issued, fully paid and nonassessable, free and clear of any Liens imposed by or through the Companystate securities laws.

Due Authorization; Valid Issuance. The Notes are duly authorized and, when issued, sold and delivered in accordance with the terms of this Agreement, will be duly and validly issued, free and clear of any Liens imposed by or through the Company. The Warrants are duly authorized and, when issued, sold and delivered in accordance with the terms hereofof this Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of any Liens imposed by or through the Company and, assuming the accuracy of each Investor’s representations in this Agreement, will be issued, sold and delivered in compliance with all applicable Federal and state securities lawsCompany. The Debenture Conversion Shares issuable under the Notes and the Registrable Common Warrant Shares issuable under the Warrants are duly authorized and reserved for issuance and, when issued and delivered in accordance with the terms of the Debentures and this Agreement Notes or the Warrants, as the case may be, will be duly and validly issued, fully paid and nonassessable, free and clear of any Liens imposed by or through the Company. The Warrant Shares are duly authorized Assuming the accuracy of each Investor’s representations contained herein, the issuance and reserved for issuance and, when issued in accordance with the terms sale of the Warrants, Notes and Warrants under this Agreement will be duly effected in compliance with all applicable Federal and validly issued, fully paid and nonassessable, free and clear of any Liens imposed by or through the Companystate securities laws.

Due Authorization; Valid Issuance. The Shares are duly authorized and reserved for issuance and, when issued in accordance with the terms of this Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of any Liens imposed by or through the Company. The Warrants are duly authorized and, when issued, sold and delivered in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable, free and clear of any Liens imposed by or through the Company and, assuming the accuracy of each Investor’s representations in this Agreement, will be issued, sold and delivered in compliance with all applicable Federal and state securities laws. The Debenture Shares and the Registrable Common Shares are duly authorized and reserved for issuance and, when issued in accordance with the terms of the Debentures and this Agreement will be duly and validly issued, fully paid and nonassessable, free and clear of any Liens imposed by or through the Company. The Warrant Shares issuable under the Warrants are duly authorized and reserved for issuance and, when issued in accordance with the terms of the Warrants, will be duly and validly issued, fully paid and nonassessable, free and clear of any Liens imposed by or through the Company. Assuming the accuracy of each Investor's representations contained herein, the issuance and sale of the Shares and Warrants under this Agreement will be effected in compliance with all applicable Federal and state securities laws.