REPRESENTATIONS AND WARRANTIES OF chello. (a) DUE ORGANIZATION AND AUTHORIZATION. chello is a limited liability company duly organized, validly existing and in good standing under the laws of the Netherlands and has all necessary power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by chello, the performance by it of its obligations hereunder and the consummation by it of the transactions contemplated hereby have been duly authorized by all requisite action on its part. This Agreement has been duly executed and delivered by chello and (assuming due authorization, execution and delivery by the other person signatory hereto) this Agreement constitutes a legal, valid and binding obligation of chello enforceable against it in accordance with its terms.
