Validity and Authorization. This Agreement has been duly authorized by all necessary corporate and shareholder action and duly and validly executed and delivered by Harvest and is legally binding on Harvest in accordance with its terms.
Validity and Authorization. This Agreement has been duly authorized by all necessary corporate and shareholder action and duly and validly executed and delivered by TRC and is legally binding on TRC in accordance with its terms.
Validity and Authorization. This Agreement, the agreements for the Warrants, the agreements for the Pre-Funded Warrants and the Warrant Agent Agreement (the “Warrant Agent Agreement”) between the Company and American Stock Transfer and Trust Company, LLC (the “Warrant Agent”) have been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws and Bermuda law; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Validity and Authorization. The Company has full corporate power to enter into this Agreement, the Registration Rights Agreement and the Warrant Agreement and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement, the Registration Rights Agreement and the Warrant Agreement, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action. This Agreement constitutes and, upon the execution and delivery thereof by the parties thereto, each of the Registration Rights Agreement and the Warrant Agreement will constitute a legal, valid and binding agreement of the Company that is enforceable against the Company in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights generally.
Validity and Authorization. This Agreement, the agreements for the Warrants and the agreement for the Pre-Funded Warrants have been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws and Swiss law; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Validity and Authorization. This Agreement has been duly authorized by all necessary corporate and shareholder action and duly and validly executed and delivered by Surf City and is legally binding on Surf City in accordance with its terms.
Validity and Authorization. The Company has full corporate power and authority to execute, deliver, and perform this Agreement, the Security Agreement, the Note, the Warrant and the other agreements, certificates, documents and instruments to be delivered in connection with the transactions contemplated by any of them (collectively, the "Transaction Documents"). The Transaction Documents have been duly authorized, executed, and delivered by the Company, and constitute the legal, valid, and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Warrant Shares have been duly authorized and, when issued in accordance with the Warrants, will be validly issued, fully paid, and nonassessable, and will be free and clear of all liens, charges, restrictions, claims, and encumbrances, other than restrictions on transfer imposed by federal and state securities laws.
Validity and Authorization. This Agreement, the agreements for the Warrants and the agreement for the Pre-Funded Warrants have been duly and validly authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws and Bermuda law; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Validity and Authorization. This Agreement has been duly authorized by all necessary corporate action and upon approval of Hartan shareholders is duly and validly executed and delivered by Harvest and/or Hartan and is legally binding on Harvest and/or Hartan in accordance with its terms.
Validity and Authorization. The execution, delivery and performance of this Agreement by the Company is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, moratorium, reorganization or other similar laws and legal and equitable principles limiting or affecting the rights of creditors generally and/or (b) general principles of equity, regardless of whether considered in a proceeding in equity or at law.
