Common use of Incorporation; Authorization; Etc Clause in Contracts

Incorporation; Authorization; Etc. Buyer is a corporation duly organized, and validly existing under the laws of the State of Israel. Buyer has full corporate power to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of the Transaction Documents, the performance of Buyer’s obligations hereunder, including issuance of the Restricted Shares to Seller, and thereunder and the consummation of the transactions contemplated hereby and thereby at the Closing, shall have been duly and validly authorized by Buyer and no other corporate proceedings or actions on the part of Buyer, its Board of Directors or its shareholders shall be necessary at the Closing. This Agreement has been duly executed and delivered by Buyer, and, assuming the due execution hereof by Seller, this Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. An updated and complete copy of the Memorandum and Articles of Association of Buyer was provided to Seller prior to the date hereof. Buyer has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, the failure of which does not have a material Adverse Effect on Buyer. Each of the Buyer and its subsidiaries is duly qualified or licensed to carry on its business as it is now being conducted, and is qualified to do business in each jurisdiction where the character of its properties owned or leased or the nature of its activities makes such qualification necessary, except for failures to be so qualified that would not have a material Adverse Effect.

Incorporation; Authorization; Etc. Buyer is a corporation Buyers (i) are corporations duly organized, and validly existing and in good standing under the laws of their respective states of incorporation, with all requisite corporate power and authority to own the State of IsraelAcquired Assets; (ii) have all requisite corporate power and authority to own its properties and Acquired Assets and to carry on its businesses as they are now being conducted; and (iii) are in good standing and is duly qualified to transact business in each jurisdiction in which they must be so qualified. Buyer has Buyers have full corporate power to execute and deliver this Agreement, to perform its their obligations hereunder hereunder, and to consummate the transactions contemplated hereby. The execution and delivery of the Transaction Documentsthis Agreement, the performance of Buyer’s Buyers's obligations hereunder, including issuance under the consummation of the Restricted Shares to Sellertransactions contemplated hereby have been duly and validly authorized by all necessary corporate proceedings on the part of Buyers and their board of directors. The execution, delivery and thereunder performance of this Agreement and the consummation of the transactions contemplated hereby and thereby at the Closingby will not (i) violate any provisions of Buyers' certificates of incorporation or bylaws, shall have been duly and validly authorized by Buyer and no other corporate proceedings or actions on the part (ii) violate or conflict with any provision of Buyerlaw, its Board order, judgment or ruling of Directors or its shareholders shall be necessary at the Closingany governmental authority to which Buyers are subject. This Agreement has been duly executed and delivered by Buyer, Buyers and, assuming the due execution hereof by SellerSellers, this Agreement constitutes the legal, valid and binding obligation of Buyer, Buyers enforceable against Buyer Buyers in accordance with its terms. An updated and complete copy of the Memorandum and Articles of Association of Buyer was provided to Seller prior , except to the date hereof. Buyer has all requisite corporate power extent that such validity, binding effect and authority enforceability may be subject to ownor limited by bankruptcy, lease insolvency, reorganization, arrangement, moratorium or other similar laws relating to or affecting the rights of creditors generally and operate its properties and to carry on its business as now being conducted, the failure by general principles of which does not have a material Adverse Effect on Buyer. Each of the Buyer and its subsidiaries is duly qualified or licensed to carry on its business as it is now being conducted, and is qualified to do business in each jurisdiction where the character of its properties owned or leased or the nature of its activities makes such qualification necessary, except for failures to be so qualified that would not have a material Adverse Effectequity.

Incorporation; Authorization; Etc. Buyer Seller is a corporation duly organized, and validly existing and in good standing under the laws of the State of IsraelArizona. Seller is duly authorized to conduct business as a foreign corporation and is in good standing in each jurisdiction in which the property owned, leased or operated by Seller, or the nature of the business conducted by Seller makes such qualification necessary, except where any failure to so qualify could not reasonably be expected to have a Material Adverse Effect. Seller has all requisite corporate power and authority to own or use the properties and assets that it purports to own or use and to conduct its business as it is now being conducted. Seller has delivered to Buyer true and complete copies of the articles of incorporation and bylaws of Seller (as amended to date). Seller and each Shareholder has full corporate power and authority to execute and deliver this AgreementAgreement and the Ancillary Agreements to which each of them is a party, to perform its each of their obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the Transaction DocumentsAncillary Agreements, the performance of BuyerSeller’s and each Shareholder’s obligations hereunder, including issuance of the Restricted Shares to Seller, hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby at the Closing, shall have been duly and validly authorized by Buyer and no other all necessary corporate proceedings or actions on the part of Buyer, its Board of Directors or its shareholders shall be necessary at the ClosingSeller and each Shareholder. This Agreement has been been, and when executed and delivered the Ancillary Agreements to which each of them is a party will be, duly executed and delivered by Buyer, and, assuming the due execution hereof by Seller, this Agreement constitutes Seller and each Shareholder and constitute and will constitute the legal, valid and binding obligation obligations of BuyerSeller and each Shareholder, enforceable against Buyer Seller and each Shareholder in accordance with its their terms. An updated and complete copy of the Memorandum and Articles of Association of Buyer was provided to Seller prior to the date hereof. Buyer has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, the failure of which does not have a material Adverse Effect on Buyer. Each of the Buyer and its subsidiaries is duly qualified or licensed to carry on its business as it is now being conducted, and is qualified to do business in each jurisdiction where the character of its properties owned or leased or the nature of its activities makes such qualification necessary, except for failures as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to be so qualified that would not have a material Adverse Effector affecting the rights of creditors.

Incorporation; Authorization; Etc. Buyer Seller is a corporation duly organized, and validly existing and in good standing under the laws Laws of the State state of IsraelGeorgia. Seller is duly authorized to conduct business as a foreign corporation and is in good standing in each jurisdiction in which the property owned, leased or operated by Seller, or the nature of the business conducted by Seller makes such qualification necessary. Seller has all requisite power and authority to own or use the properties and assets that it purports to own or use and to conduct its business as it is now being conducted. Seller has delivered to Buyer true and complete copies of the Certificate of Incorporation and Bylaws of Seller (as amended to date). Seller and Shareholder has full corporate power and authority to execute and deliver this AgreementAgreement and the Ancillary Agreements to which each of them is a party, to perform its each of their obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the Transaction DocumentsAncillary Agreements, the performance of BuyerSeller’s and Shareholder’s obligations hereunder, including issuance of the Restricted Shares to Seller, hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby at the Closing, shall have been duly and validly authorized by Buyer and no other corporate all necessary proceedings or actions on the part of Buyer, its Board of Directors or its shareholders shall be necessary at the ClosingSeller and Shareholder. This Agreement has been been, and when executed and delivered the Ancillary Agreements to which each of them is a party will be, duly executed and delivered by Buyer, and, assuming the due execution hereof by Seller, this Agreement constitutes Seller and Shareholder and constitute and will constitute the legal, valid and binding obligation obligations of BuyerSeller and Shareholder, enforceable against Buyer Seller and Shareholder in accordance with its their terms. An updated and complete copy of the Memorandum and Articles of Association of Buyer was provided to Seller prior to the date hereof. Buyer has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, the failure of which does not have a material Adverse Effect on Buyer. Each of the Buyer and its subsidiaries is duly qualified or licensed to carry on its business as it is now being conducted, and is qualified to do business in each jurisdiction where the character of its properties owned or leased or the nature of its activities makes such qualification necessary, except for failures to be so qualified that would not have a material Adverse Effect.

Incorporation; Authorization; Etc. Buyer (a) The Seller is a corporation duly organized, and validly existing and in good standing under the laws of the State of Israel. Buyer Nevada; and the IP Seller is a company duly organized, validly existing and in good standing under the laws of Switzerland; each of the Seller and the IP Seller is duly qualified to transact business in each jurisdiction in which the nature of property owned or leased on behalf of them or the respective conduct of the Seller or the IP Seller requires it to be so qualified, except where the failure to be in good standing or to be duly qualified to transact business, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Seller or the IP Seller. (b) Each of the Seller and the IP Seller has full all requisite corporate power and authority to own or use the properties and assets employed by them in the Business, to carry on the Business and to own the Intellectual Property Assets as it is now being conducted and as the same is now owned, to execute and deliver this AgreementAgreement and the other agreements and documents required to be delivered by the Seller or the IP Seller, as applicable, in accordance with the provisions hereof (the "Seller and IP Seller Deliverables"), to perform its their obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the Transaction DocumentsSeller and IP Seller Deliverables, as applicable, and the performance of Buyer’s the Seller's and the IP Seller's obligations hereunder, including issuance of the Restricted Shares to Seller, hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby at the Closing, shall have been duly and validly authorized by Buyer and no other corporate proceedings or actions on the part of Buyer, its Board of Directors or its shareholders shall be necessary at the Closing. This Agreement has been duly executed and delivered by Buyer, and, assuming the due execution hereof by Seller, this Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. An updated and complete copy of the Memorandum and Articles of Association of Buyer was provided to Seller prior to the date hereof. Buyer has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, the failure of which does not have a material Adverse Effect on Buyer. Each of the Buyer and its subsidiaries is duly qualified or licensed to carry on its business as it is now being conducted, and is qualified to do business in each jurisdiction where the character of its properties owned or leased or the nature of its activities makes such qualification necessary, except for failures to be so qualified that would not have a material Adverse Effect.all