Authorization and Compliance. Seller is validly existing under applicable law. Seller is duly and legally authorized to execute, deliver, and perform its obligations under this Agreement and all documents contemplated hereunder, and the undersigned representative is authorized to act on behalf of and bind Seller to the terms of this Agreement.
Authorization and Compliance. Buyer is duly and legally authorized to enter into this Agreement and has complied with all laws, rules, regulations, charter provisions and bylaws to which it may be subject, and that the undersigned representative is authorized to act on behalf of and bind Buyer to the terms of this Agreement.
Authorization and Compliance. Buyer is duly and legally authorized to enter into this Agreement and has complied with all laws, rules, regulations, charter provisions and bylaws to which it may be subject and that the undersigned representative is authorized to act on behalf of and bind Buyer to the terms of this Agreement. Upon the execution hereof, or with reasonable promptness thereafter (with regard to any requested good standing certificate only), Buyer will supply Seller with a certified copy of a resolution of its Board of Directors, Partners, or Members as the case may be, authorizing Buyer’s entry into this Agreement through such representative, together with such documents as Seller may reasonably require as evidence of the Buyer’s good standing or as further evidence of such authority.
Authorization and Compliance. The execution, delivery and performance by Warrant Holder of this Agreement, and the consummation by Warrant Holder of the transactions contemplated hereby have been duly authorized and approved and all action required by law to authorize the execution, delivery and performance by Warrant Holder has been duly and properly taken. This Agreement, upon its execution and delivery as herein provided, will constitute a legal, valid and binding agreement of Warrant Holder enforceable against it in accordance with the terms herein. Neither the execution, delivery or performance by Warrant Holder of this Agreement nor the consummation of the transactions contemplated hereby will conflict with or result in a violation or breach of any term or provision of or constitute a default under any contract, agreement, lease, license or other commitment to which Warrant Holder is a party or by which it or any of its assets or properties are bound, nor violate any statute, regulation or law or any judgment, order, writ, injunction, decree, rule or regulation of any court or administrative agency.
Authorization and Compliance. (a) NeoGene has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of this Agreement, the NeoGene Determination, the NeoGene Warrants and the NeoGene Rights Agreement (collectively, the "NeoGene Agreements") and otherwise to carry out its obligations thereunder. All corporate action on the part of NeoGene, its officers, directors and stockholders necessary for the authorization, execution and delivery of the NeoGene Agreements, the performance of all obligations of NeoGene hereunder and thereunder and the authorization, issuance and delivery of the Shares, the NeoGene Common Stock issuable upon conversion of the Shares, the NeoGene Warrants and the NeoGene Common Stock issuable upon exercise of the NeoGene Warrants (collectively, the "NeoGene Securities") has been taken, and the NeoGene Agreements, when executed and delivered by NeoGene, shall constitute valid and legally binding obligations of NeoGene, enforceable against NeoGene in accordance with their respective terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
Authorization and Compliance. (a) All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement and the Voting Agreement in the form attached as Exhibit H (the "Voting Agreement" and collectively with this Agreement the "Transaction Documents"), the performance of all obligations of the Company hereunder and thereunder and the authorization, issuance and delivery of the Shares, Warrants and the Common Stock issuable upon conversion of the Shares and exercise of the Warrants (together with the Shares and Warrants, the "Securities") has been taken or will be taken prior to the Closing, and the Transaction Documents, when executed and delivered by the Company, shall constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their respective terms except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other laws of general application affecting enforcement of creditors' rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
Authorization and Compliance. (a) NeoTherapeutics has the requisite corporate power and authority to enter into and to consummate the transaction contemplated by each of this Agreement, the NeoTherapeutics Designation (as defined below), the NeoTherapeutics Warrants and the NeoTherapeutics Rights Agreement (collectively, the "NeoTherapeutics Agreements") and otherwise carryout its obligations thereunder. All corporate action on the part of NeoTherapeutics, its officers, directors and stockholders necessary for the authorization, execution and delivery of the NeoTherapeutics Agreements, the performance of all obligations of NeoTherapeutics hereunder and thereunder and the authorization, issuance and delivery of the NeoTherapeutics Warrants and the NeoTherapeutics Common Stock issuable upon exercise of the NeoTherapeutics Warrants (collectively, the "NeoTherapeutics Securities") has been taken, and the NeoTherapeutics Agreements, when executed and delivered by NeoTherapeutics, shall constitute valid and legally binding obligations of NeoTherapeutics, enforceable against NeoTherapeutics in accordance with their respective terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other laws of general application affecting enforcement of creditors' rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, or (ii) to the extent the indemnification provisions contained in the NeoTherapeutics Rights Agreement may be limited by applicable federal or state securities laws.
Authorization and Compliance. The issuance, sale and delivery of the Shares in accordance with this Agreement by Newco, the execution, delivery and performance by Newco and Cre-8-Net of this Agreement and the execution, delivery and performance by Newco of the Cooperative Marketing Agreement have been or will be duly authorized by all necessary corporate action on the part of Cre-8-Net and Newco, as applicable, and the Shares, when so issued, sold and delivered against payment therefor in accordance with this Agreement, will be duly and validly issued, fully paid and nonassessable. The execution, delivery and performance of this Agreement by Cre-8-Net and Newco and the execution, delivery and performance by Newco of the Cooperative Marketing Agreement and the offer, sale and delivery of the Shares do not and will not conflict with, violate or result in any default under or breach of any of the provisions of, as applicable, (i) any law of the United States of America or its political subdivisions, (ii) the constitutive documents of Cre-8-Net or Newco, (iii) any decree, judgment or order, applicable to Cre-8-Net or Newco or (iv) any contract or agreement by which Cre-8-Net or Newco is bound.
Authorization and Compliance. The execution, delivery and performance of this Agreement by Itochu have been duly authorized by all necessary corporate action on the part of Itochu. The execution, delivery and performance of this Agreement and the Cooperative Marketing Agreement by Itochu do not and will not conflict with, violate or result in any default under or breach of any of the provisions of (i) any law of Japan or its political subdivisions, (ii) the articles of incorporation and other organizational documents of Itochu, (iii) any decree, judgment or order, applicable to Itochu or (iv) any material contract or agreement by which Itochu is bound. Itochu has satisfied itself that it has complied with all applicable laws in connection with the execution, delivery and performance of this Agreement.
Authorization and Compliance. All undertakings and obligations assumed hereunder by either Party are subject to issuance and continuance of all necessary governmental and regulatory licenses, waivers, consents, registration, permissions, and approvals (if necessary). Each of the Parties hereby undertakes to use its reasonable effort to obtain and/or retains such approvals as may be necessary throughout the Term of this Agreement. Each Party agrees to conform to all applicable laws, rules and regulation in the performance of this Agreement. Each of the Parties shall secure and maintain, at its sole expense, all licenses, permits and authorizations from all governmental agencies necessary for the performance of its obligations. In the event that any provision of this Agreement is held to be invalid or otherwise unenforceable, such provision shall be deemed to be deleted from this Agreement, while the remaining provisions of this Agreement shall be unaffected and continue in full force and effect.
