Organization and Authority; Due Execution; Enforceability Sample Clauses

Organization and Authority; Due Execution; Enforceability. CBLI is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware. CBLI has full corporate power and authority to enter into this Agreement and the other Transaction Agreements to which CBLI is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by CBLI of this Agreement and any other Transaction Agreement to which CBLI is a party, the performance by CBLI of its obligations hereunder and thereunder and the consummation by CBLI of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of CBLI. This Agreement has been duly executed and delivered by CBLI, and (assuming due authorization, execution and delivery by the Company and Rusnano), this Agreement constitutes a legal, valid and binding obligation of CBLI enforceable against CBLI in accordance with its terms. When each other Transaction Agreement to which CBLI is or will be a party has been duly executed and delivered by CBLI (assuming due authorization, execution and delivery by each other party thereto), such Transaction Agreement will constitute a legal and binding obligation of CBLI enforceable against it in accordance with its terms.