Common use of Authorization; Execution and Delivery, Etc Clause in Contracts

Authorization; Execution and Delivery, Etc. The execution, delivery and performance by Seller of this Agreement and all other agreements contemplated hereby or necessary in connection herewith and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all necessary actions. This Agreement has been duly executed and delivered by Seller and is a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms. Seller: (i) has good and valid title to the Acquired Shares, free and clear of all Liens; and (ii) upon delivery of and payment for the Acquired Shares in accordance with Section 1.1 hereof, good and valid title to the Acquired Shares will pass to the Purchaser free and clear of all Liens.

Authorization; Execution and Delivery, Etc. The execution, delivery and performance by Seller of this Agreement and all other agreements contemplated hereby or necessary in connection herewith and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all necessary actions. This Agreement has been duly executed and delivered by Seller and is a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms. Seller: (i) has good and valid title to the Acquired SharesShares and Warrant, free and clear of all Liens; and (ii) upon delivery of and payment for the Acquired Shares and Warrant in accordance with Section 1.1 hereof, good and valid title to the Acquired Shares and Warrant will pass to the Purchaser free and clear of all Liens.