Common use of Representations and Warranties of Issuer Clause in Contracts

Representations and Warranties of Issuer. Issuer hereby represents and warrants to Grantee as follows: (a) Issuer has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly and validly authorized by the board of directors of Issuer prior to the date of this Agreement and no other corporate proceedings on the part of Issuer are necessary to authorize this Agreement or to consummate the transactions so contemplated. This Agreement has been duly and validly executed and delivered by Issuer. This Agreement is the valid and legally binding obligation of Issuer. (b) Issuer has taken all necessary corporate action to authorize, reserve and permit it to issue, and at all times from the date of this Agreement through the termination of this Agreement in accordance with its terms will have reserved for issuance upon the exercise of the Option, that number of shares of Common Stock equal to the maximum number of shares of Common Stock at any time and from time to time issuable under this Agreement, and all such shares, upon issuance pursuant to this Agreement, will be duly authorized, validly issued, fully paid, nonassessable and will be delivered free and clear of all claims, liens, encumbrances and security interests and not subject to any preemptive rights.

Representations and Warranties of Issuer. Issuer hereby represents and warrants to Grantee as follows: (a) Issuer has full all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement hereby have been duly and validly authorized by the board Board of directors Directors of Issuer prior to the date of this Agreement and no other corporate proceedings on the part of Issuer are necessary to authorize this Agreement or to consummate the transactions so contemplated. This Agreement has been duly and validly executed and delivered by Issuer. This Agreement is the valid and legally binding obligation of Issuer. (b) Issuer has taken all necessary corporate action to authorize, authorize and reserve and to permit it to issue, and at all times from the date of this Agreement hereof through the termination of this Agreement in accordance with its terms will have reserved for issuance upon the exercise of the Option, that number of shares of Common Stock equal to the maximum number of shares of Common Stock at any time and from time to time issuable under this Agreementhereunder, and all such shares, upon issuance pursuant to this Agreementhereto, will be duly authorized, validly issued, fully paid, nonassessable non-assessable, and will be delivered free and clear of all claims, liens, encumbrances and security interests and not subject to any preemptive rights.

Representations and Warranties of Issuer. Issuer hereby represents and warrants to Grantee as follows: (a) Issuer has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement hereby have been duly and validly authorized by the board Board of directors Directors of Issuer prior to the date of this Agreement and no other corporate proceedings on the part of Issuer are necessary to authorize this Agreement or to consummate the transactions so contemplated. This Agreement has been duly and validly executed and delivered by Issuer. This Agreement is the valid and legally binding obligation of Issuer. (b) Issuer has taken all necessary corporate action to authorize, authorize and reserve and to permit it to issue, and at all times from the date of this Agreement hereof through the termination of this Agreement in accordance with its terms will have reserved for issuance upon the exercise of the Option, that number of shares of Common Stock equal to the maximum number of shares of Common Stock at any time and from time to time issuable under this Agreementhereunder, and all such shares, upon issuance pursuant to this Agreementhereto, will be duly authorized, validly issued, fully paid, nonassessable nonassessable, and will be delivered free and clear of all claims, liens, encumbrances encumbrance and security interests and not subject to any preemptive rights.

Representations and Warranties of Issuer. Issuer hereby represents and warrants to Grantee as follows: (a) Issuer has full the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement hereby have been duly and validly authorized approved by the board Board of directors Directors of Issuer prior to the date of this Agreement and no other corporate proceedings on the part of Issuer are necessary to authorize this Agreement or to consummate the transactions so contemplated. This Agreement has been duly and validly executed and delivered by Issuer. This Agreement is the valid and legally binding obligation of Issuer.This (b) Issuer has taken all necessary corporate action to authorize, authorize and reserve and to permit it to issue, and at all times from the date of this Agreement hereof through the termination of this Agreement in accordance with its terms will have reserved for issuance upon the exercise of the Option, that number of shares of Common Stock equal to the maximum number of shares of Common Stock at any time and from time to time issuable under this Agreementhereunder, and all such shares, upon issuance pursuant to this Agreementhereto, will be duly authorized, validly issued, fully paid, nonassessable nonassessable, and will be delivered free and clear of all claims, liens, encumbrances and security interests and not subject to any preemptive rights.

Representations and Warranties of Issuer. Issuer hereby represents and warrants to Grantee as follows: (a) Issuer has full the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement hereby have been duly and validly authorized approved by the board Board of directors Directors of Issuer prior to the date of this Agreement and no other corporate proceedings on the part of Issuer are necessary to authorize this Agreement or to consummate the transactions so contemplated. This Agreement has been duly and validly executed and delivered by Issuer. This Agreement is the by, and constitutes a valid and legally binding obligation of of, Issuer, enforceable against Issuer in accordance with its terms. (b) Issuer has taken all necessary corporate action to authorize, authorize and reserve and to permit it to issue, and at all times from the date of this Agreement hereof through the termination of this Agreement in accordance with its terms will have reserved for issuance upon the exercise of the Option, that number of shares of Common Stock equal to the maximum number of shares of Common Stock at any time and from time to time issuable under this Agreementhereunder, and all such shares, upon issuance pursuant to this Agreementhereto, will be duly authorized, validly issued, fully paid, nonassessable nonassessable, and will be delivered free and clear of all claims, liens, encumbrances and security interests and not subject to any preemptive rights.

Representations and Warranties of Issuer. Issuer hereby represents and warrants to Grantee as follows: (a) Issuer has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement hereby have been duly and validly authorized by the board of directors of Issuer prior to Board on the date of this Agreement hereof and no other corporate proceedings on the part of Issuer are necessary to authorize this Agreement or to consummate the transactions so contemplated. This Agreement has been duly and validly executed and delivered by Issuer. This Agreement is the valid and legally binding obligation of Issuer. (b) Issuer has taken all necessary corporate action to authorize, authorize and reserve and to permit it to issue, and at all times from the date of this Agreement hereof through the termination of this Agreement in accordance with its terms will have reserved for issuance issuance, upon the exercise of the Option, that number of shares of Common Stock equal to the maximum number of shares of Common Stock at any time and from time to time issuable under this Agreementhereunder, and all such shares, upon issuance pursuant to this Agreementthereto, will be duly authorized, validly issued, fully paid, nonassessable nonassessable, and will be delivered free and clear of all claims, liens, encumbrances and security interests and not subject to any preemptive rights.

Representations and Warranties of Issuer. Issuer hereby represents and warrants to Grantee as follows: (a) Issuer has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement hereby have been duly and validly authorized by the board Board of directors Directors of Issuer prior to the date of this Agreement Issuer, and no other corporate proceedings on the part of Issuer are necessary to authorize this Agreement or to consummate the transactions so contemplated. This Agreement has been duly and validly executed and delivered by Issuer. This Agreement is the valid and legally binding obligation of Issuer. (b) Issuer has taken all necessary corporate action to authorize, authorize and reserve and to permit it to issue, and at all times from the date of this Agreement hereof through the termination of this Agreement in accordance with its terms will have reserved for issuance upon the exercise of the Option, that number of shares of Common Stock equal to the maximum number of shares of Common Stock at any time and from time to time issuable under this Agreementhereunder, and all such shares, upon issuance pursuant to this Agreementhereto, will be duly authorized, validly issued, fully paid, nonassessable nonassessable, and will be delivered free and clear of all claims, liens, encumbrances and security interests and not subject to any preemptive rights.

Representations and Warranties of Issuer. Issuer hereby represents and warrants to Grantee as follows: (a) Issuer has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement hereby have been duly and validly authorized by the board Board of directors Directors of Issuer prior to the date of this Agreement Issuer, and no other corporate proceedings on the part of Issuer are necessary to authorize this Agreement or to consummate the transactions so contemplated. This Agreement has been duly and validly executed and delivered by Issuer. This Agreement is the valid and legally binding obligation of Issuer. (b) Issuer has taken all necessary corporate action to authorize, authorize and reserve and to permit it to issue, and at all times from the date of this Agreement hereof through the termination of this Agreement in accordance with its terms will have reserved for issuance upon the exercise of the Option, that number of shares of Common Stock equal to the maximum number of shares of Common Stock at any time and from time to time issuable under this Agreementhereunder, and all such shares, upon issuance pursuant to this Agreementhereto, will be duly authorized, validly issued, fully paid, nonassessable nonassessable, and will be delivered free and clear of all claims, liens, encumbrances and security interests and not subject to any preemptive rights. 12.

Representations and Warranties of Issuer. Issuer hereby represents and warrants to Grantee as follows: (a) Issuer has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreementhereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement hereby have been duly and validly authorized by the board of directors of Issuer prior to Board on the date of this Agreement hereof and no other corporate proceedings on the part of Issuer are necessary to authorize this Agreement or to consummate the transactions so contemplated. This Agreement has been duly and validly executed and delivered by Issuer. This Agreement is the valid and legally binding obligation of Issuer. (b) Issuer has taken all necessary corporate action to authorize, authorize and reserve and to permit it to issue, and at all times from the date of this Agreement hereof through the termination of this Agreement in accordance with its terms will have reserved for issuance issuance, upon the exercise of the Option, that number of shares of Common Stock equal to the maximum number of shares of Common Stock at any time and from time to time issuable under this Agreementhereunder, and all such shares, upon issuance pursuant to this Agreementthereto, will be duly authorized, validly issued, fully paid, nonassessable and nonassessable, and will be delivered free and clear of all claims, liens, encumbrances and security interests and not subject to any preemptive rights.