Common use of Authority Relative to Agreements Clause in Contracts

Authority Relative to Agreements. Licensor has the requisite corporate power and authority to enter into this Agreement and all Ancillary Documents, and to carry out their obligations hereunder and thereunder. The execution and delivery of this Agreement and each Ancillary Document, and the consummation of the transactions provided for herein and therein, have been duly authorized by the unanimous consent of the Board of Directors of Licensor and do not violate any provision of the Certificate of Incorporation or Bylaws of Licensor. The execution by Licensor of this Agreement and each Ancillary Document, and the consummation of the transactions provided for hereby and thereby, will not conflict with or effect a breach, violation, default, or cause an event of default, under any mortgage, lease, or other material agreement or instrument, or any statute, regulation, order, judgment or decree to which Licensor is a party or by which they are bound, or any law or governmental regulation applicable to Licensor, or require the consent of any Person (other than the parties to this Agreement). Without limiting the generality of the foregoing, no notices, reports or other filings are required to be made by Licensor with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Licensor from, any government or governmental, regulatory or administrative authority or agency, domestic or foreign (each, a "Governmental Entity"), in connection with the execution and delivery of this Agreement by Licensor and the consummation by Licensor of the transactions contemplated by this Agreement and the Ancillary Documents. This Agreement and the Ancillary Documents constitute legal, valid and binding obligations of Licensor, enforceable in accordance with their terms, except as enforcement thereof may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting rights of creditors generally and general principles of equity, whether applied at law or in equity.

Authority Relative to Agreements. Licensor has Sellers have the requisite corporate power and authority to enter into this Agreement and all Ancillary Documents, and to carry out their obligations hereunder and thereunder. The execution and delivery of this Agreement and each Ancillary Document, and the consummation of the transactions provided for herein and therein, have been duly authorized by the unanimous consent of the Board respective Boards of Directors of Licensor Sellers and do not violate any provision of the Certificate respective Certificates of Incorporation or Bylaws of LicensorSellers. The execution by Licensor Sellers of this Agreement and each Ancillary Document, and the consummation of the transactions provided for hereby and thereby, will not conflict with or effect a breach, violation, default, or cause an event of default, under any mortgage, lease, or other material agreement or instrument, or any statute, regulation, order, judgment or decree to which Licensor is Sellers are a party or by which they are bound, or any law or governmental regulation applicable to LicensorSellers, or require the consent of any Person (other than the parties to this Agreement). Without limiting the generality of the foregoing, no notices, reports or other filings are required to be made by Licensor Sellers with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Licensor Sellers from, any government or governmental, regulatory or administrative authority or agency, domestic or foreign (each, a "Governmental EntityGOVERNMENTAL ENTITY"), in connection with the execution and delivery of this Agreement by Licensor Sellers and the consummation by Licensor Sellers of the transactions contemplated by this Agreement and the Ancillary Documents. This Agreement and the Ancillary Documents constitute legal, valid and binding obligations of LicensorSellers, enforceable in accordance with their terms, except as enforcement thereof may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting rights of creditors generally and general principles of equity, whether applied at law or in equity.

Authority Relative to Agreements. Licensor Seller has the requisite corporate power and authority to enter into this Agreement and all Ancillary Documents, and to carry out their obligations hereunder and thereunder. The execution and delivery of this Agreement and each Ancillary Document, and the consummation of the transactions provided for herein and therein, have been duly authorized by the unanimous consent of the Board Boards of Directors of Licensor Seller and do not violate any provision of the Certificate of Incorporation or Bylaws of LicensorSeller. The execution by Licensor Seller of this Agreement and each Ancillary Document, and the consummation of the transactions provided for hereby and thereby, will not conflict with or effect a breach, violation, default, or cause an event of default, under any mortgage, lease, or other material agreement or instrument, or any statute, regulation, order, judgment or decree to which Licensor is Seller are a party or by which they are bound, or any law or governmental regulation applicable to LicensorSeller, or require the consent of any Person (other than the parties to this Agreement). Without limiting the generality of the foregoing, no notices, reports or other filings are required to be made by Licensor Seller with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Licensor Seller from, any government or governmental, regulatory or administrative authority or agency, domestic or foreign (each, a "Governmental EntityGOVERNMENTAL ENTITY"), in connection with the execution and delivery of this Agreement by Licensor Sellers and the consummation by Licensor Seller of the transactions contemplated by this Agreement and the Ancillary Documents. This Agreement and the Ancillary Documents constitute legal, valid and binding obligations of LicensorSeller, enforceable in accordance with their terms, except as enforcement thereof may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting rights of creditors generally and general principles of equity, whether applied at law or in equity.

Authority Relative to Agreements. Licensor has Sellers have the requisite corporate individual power and authority to enter into this Agreement and all Ancillary Documents, and to carry out their obligations hereunder and thereunder. The execution and delivery of this Agreement and each Ancillary Documentancillary document, and the consummation of the transactions provided for herein and therein, have been duly authorized by the unanimous consent of the Board Members of Directors of Licensor KLE and do not violate any provision of the Certificate respective Articles of Incorporation Organization or Bylaws Operating Agreement of LicensorKLE. The execution by Licensor Sellers of this Agreement and each Ancillary Documentancillary document, and the consummation of the transactions provided for hereby and thereby, will not conflict with or effect a breach, violation, default, or cause an event of default, under any mortgage, lease, or other material agreement or instrument, or any statute, regulation, order, judgment or decree to which Licensor is KLE or Sellers are a party or by which they are bound, or any law or governmental regulation applicable to LicensorSellers, or require the consent of any Person (other than the parties to this Agreement). Without limiting the generality of the foregoing, no notices, reports or other filings are required to be made by Licensor Sellers with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Licensor Sellers from, any government or governmental, regulatory or administrative authority or agency, domestic or foreign (each, a "Governmental Entity"), in connection with the execution and delivery of this Agreement by Licensor Sellers and the consummation by Licensor Sellers of the transactions contemplated by this Agreement and the Ancillary Documents. This Agreement and the Ancillary Documents constitute legal, valid and binding obligations of LicensorSellers, enforceable in accordance with their terms, except as enforcement thereof may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting rights of creditors generally and general principles of equity, whether applied at law or in equity.