Common use of Authorization Clause in Contracts

Authorization. The execution, delivery and performance by such Investor of the Transaction Documents to which such Investor is a party have been duly authorized and will each constitute the valid and legally binding obligation of such Investor, enforceable against such Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally.

Appears in 189 contracts

Samples: Securities Purchase Agreement (Aptorum Group LTD), Securities Purchase Agreement (Codesmart Holdings, Inc.), Securities Purchase Agreement (Clicker Inc.)

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Authorization. The execution, delivery and performance by such Investor of the Transaction Documents to which such Investor is a party have been duly authorized and each has been duly executed and when delivered will each constitute the valid and legally binding obligation of such Investor, enforceable against such Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally, and general principles of equity.

Appears in 42 contracts

Samples: Securities Purchase Agreement (Century Therapeutics, Inc.), Securities Purchase Agreement (Eliem Therapeutics, Inc.), Securities Purchase Agreement (Karyopharm Therapeutics Inc.)

Authorization. The execution, delivery and performance by such Investor of the Transaction Documents to which such Investor is a party have been duly authorized and each will each constitute the valid and legally binding obligation of such Investor, enforceable against such Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally.

Appears in 39 contracts

Samples: Purchase Agreement (Selectica Inc), Common Stock Purchase Agreement (IZEA Holdings, Inc.), Purchase Agreement (Axion Power International, Inc.)

Authorization. The execution, delivery and performance by such Investor of the Transaction Documents to which such Investor is a party have been duly authorized and will each constitute the valid and legally binding obligation of such Investor, enforceable against such Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors' rights generally.

Appears in 24 contracts

Samples: Securities Purchase Agreement (Guided Therapeutics Inc), Purchase Agreement (Consor Capital II LP), Purchase Agreement (C-Chip Technologies Corp)

Authorization. The execution, delivery and performance by such the Investor of the Transaction Documents to which such Investor is a party have been duly authorized and will each constitute the valid and legally binding obligation of such the Investor, enforceable against such the Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally.

Appears in 22 contracts

Samples: Purchase Agreement (Tarantella Inc), Purchase Agreement (Click2learn Inc/De/), Purchase Agreement (Antares Pharma Inc)

Authorization. The execution, delivery and performance by such Investor of the Transaction Documents to which such Investor is a party have been duly authorized and each will each constitute the legal, valid and legally binding obligation of such Investor, enforceable against such Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally.

Appears in 19 contracts

Samples: Securities Purchase Agreement (Precision Optics Corporation, Inc.), Purchase Agreement (PLx Pharma Inc.), Purchase Agreement (Sphere 3D Corp)

Authorization. The execution, delivery and performance by such Investor of the Transaction Documents to which such Investor is a party have been duly authorized and each has been duly executed and when delivered will each constitute the valid and legally binding obligation of such Investor, enforceable against such Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally.

Appears in 15 contracts

Samples: Securities Purchase Agreement (Advaxis, Inc.), Securities Purchase Agreement (Clearside Biomedical, Inc.), Securities Purchase Agreement (Advaxis, Inc.)

Authorization. The execution, delivery and performance by such the Investor of the Transaction Documents to which such Investor is a party have been duly authorized and will each constitute the valid and legally binding obligation of such the Investor, enforceable against such the Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors' rights generally.

Appears in 11 contracts

Samples: Purchase Agreement (Vitalstream Holdings Inc), Purchase Agreement (Vitalstream Holdings Inc), Purchase Agreement (Goamerica Inc)

Authorization. The execution, delivery and performance by such Investor of the Transaction Documents to which such Investor is a party have been duly authorized and each will each constitute the legal, valid and legally binding obligation of such Investor, enforceable against such Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors' rights generally.

Appears in 9 contracts

Samples: Purchase Agreement (Sphere 3D Corp), Purchase Agreement (Sphere 3D Corp.), Purchase Agreement (Sphere 3D Corp)

Authorization. The execution, delivery and performance by such Investor of the Transaction Documents to which such Investor is a party have been duly authorized and each will each constitute the valid and legally binding obligation of such Investor, enforceable against such Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generallygenerally and to general equity principles.

Appears in 9 contracts

Samples: Purchase Agreement (Ideal Power Inc.), Exchange Agreement (Turtle Beach Corp), Purchase Agreement (Aehr Test Systems)

Authorization. The execution, delivery and performance by such Investor of the Transaction Documents to which such Investor is a party have been duly authorized and will each constitute the valid and legally binding obligation of such Investor, enforceable against such Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally.

Appears in 8 contracts

Samples: Purchase Agreement (AMBER Ready, Inc), Purchase Agreement (Mac Filmworks Inc), Bridge Loan Agreement (Smart Move, Inc.)

Authorization. The execution, delivery and performance by such the Investor of the Transaction Documents to which such the Investor is a party have been duly authorized and will each constitute the valid and legally binding obligation of such the Investor, enforceable against such the Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally.

Appears in 8 contracts

Samples: Purchase Agreement (Applied Neurosolutions Inc), Securities Purchase Agreement (Hale Martin M Jr), Securities Purchase Agreement (Infospace Inc)

Authorization. The execution, delivery and performance by such the Investor of the Transaction Documents to which such the Investor is a party have been duly authorized and will each constitute the valid and legally binding obligation of such the Investor, enforceable against such the Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally.

Appears in 6 contracts

Samples: Purchase Agreement (Oculus Innovative Sciences, Inc.), Purchase Agreement (Oculus Innovative Sciences, Inc.), Purchase Agreement (Oculus Innovative Sciences, Inc.)

Authorization. The execution, delivery and performance by such the Investor of the Transaction Documents to which such Investor is a party have been duly authorized and will each constitute the valid and legally binding obligation of such Investor, enforceable against such Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally.

Appears in 5 contracts

Samples: Securities Purchase Agreement (National Holdings Corp), Securities Purchase Agreement (FUND.COM Inc.), Securities Purchase Agreement (National Holdings Corp)

Authorization. The execution, delivery and performance by such the Investor of the Transaction Documents to which such Investor is a party have been duly authorized and will each constitute the valid and legally binding obligation of such Investor, enforceable against such Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally.

Appears in 5 contracts

Samples: Securities Purchase Agreement (Global Health Ventures Inc.), Securities Purchase Agreement (Wave Sync Corp.), Securities Purchase Agreement (SurePure, Inc.)

Authorization. The execution, delivery and performance by such Investor of the Transaction Documents to which such Investor is a party have been duly authorized by all requisite corporate, partnership or limited liability company action, and will each constitute the valid and legally binding obligation of such Investor, enforceable against such Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Golden Phoenix Minerals Inc), Purchase Agreement (Remedent, Inc.), Escrow Agreement (Golden Phoenix Minerals Inc /Mn/)

Authorization. The execution, delivery and performance by such Investor of the Transaction Documents to which such Investor is a party have been duly authorized authorized, and this Agreement constitutes, and the other Transaction Documents will each constitute when executed and delivered, the valid and legally binding obligation obligations of such Investor, enforceable against such Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally.

Appears in 4 contracts

Samples: Purchase Agreement (Avalon Pharmaceuticals Inc), Purchase Agreement (LCC International Inc), Purchase Agreement (Avalon Pharmaceuticals Inc)

Authorization. The execution, delivery and performance by such the Investor of the Transaction Documents to which such the Investor is a party have been duly authorized and each will each constitute the valid and legally binding obligation of such the Investor, enforceable against such the Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally.

Appears in 4 contracts

Samples: Form of Purchase Agreement (Response Genetics Inc), Securities Purchase Agreement (Cryoport, Inc.), Securities Purchase Agreement (Sito Mobile, Ltd.)

Authorization. The execution, delivery and performance by such Investor of the Agreement and the Transaction Documents to which such Investor is a party have been duly authorized and will each constitute the valid and legally binding obligation of such Investor, enforceable against such Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally.

Appears in 4 contracts

Samples: Purchase Agreement (Gulf United Energy, Inc.), Purchase Agreement (Gulf United Energy, Inc.), Purchase Agreement (Gulf United Energy, Inc.)

Authorization. The execution, delivery and performance by such Investor of the Transaction Documents to which such Investor is a party have been duly authorized and each has been duly executed and when delivered will each constitute the valid and legally binding obligation of such Investor, enforceable against such Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generallygenerally and to general equitable principles.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Syros Pharmaceuticals, Inc.), Securities Purchase Agreement, Securities Purchase Agreement (Invitae Corp)

Authorization. The execution, delivery and performance by such Investor of the Transaction Documents to which such Investor is a party have been duly authorized and will each constitute the valid and legally binding obligation of such Investor, enforceable against such Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally.;

Appears in 3 contracts

Samples: Note Purchase Agreement (Arkanova Energy Corp), Note Purchase Agreement (Arkanova Energy Corp), Agreement (Blue Water Petroleum Corp.)

Authorization. The execution, delivery and performance by such Investor of the Transaction Documents to which such Investor is a party have been duly authorized and each constitutes, or upon execution and delivery thereof by such Investor will each constitute constitute, the valid and legally binding obligation of such Investor, enforceable against such Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally.

Appears in 3 contracts

Samples: Purchase Agreement (Adamis Pharmaceuticals Corp), Purchase Agreement (Adamis Pharmaceuticals Corp), Purchase Agreement (Adamis Pharmaceuticals Corp)

Authorization. The execution, delivery and performance by such Investor of the Transaction Documents to which such Investor is a party have been duly authorized and, when executed and delivered, will each constitute the valid and legally binding obligation of such Investor, enforceable against such Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally.

Appears in 2 contracts

Samples: Purchase Agreement (Primal Solutions Inc), Purchase Agreement (Primal Solutions Inc)

Authorization. The execution, delivery and performance by such Investor of the Transaction Documents to which such Investor is a party have been duly authorized authorized, and will each the Transaction Documents constitute the valid and legally binding obligation obligations of such Investor, enforceable against such Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally.

Appears in 2 contracts

Samples: Common Stock and Warrant Purchase Agreement (Sunesis Pharmaceuticals Inc), Common Stock and Warrant Purchase Agreement (Sunesis Pharmaceuticals Inc)

Authorization. The execution, delivery and performance by such Investor of the Transaction Documents to which such Investor is a party have been duly authorized and will each constitute the valid and legally binding obligation of such Investor, enforceable against such Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors' rights generallygenerally and to the effects of general principles of equity.

Appears in 2 contracts

Samples: Purchase Agreement (Iq Biometrix Inc), Purchase Agreement (Immersion Corp)

Authorization. The execution, delivery and performance by such the Investor of the Transaction Documents to which such the Investor is a party have been duly authorized and each will each constitute the legal, valid and legally binding obligation of such the Investor, enforceable against such the Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Usio, Inc.), Securities Purchase Agreement (Usio, Inc.)

Authorization. The execution, delivery and performance by such Investor of the Transaction Documents to which such Investor is a party have been duly authorized and each will each constitute the valid and legally binding obligation of such Investor, enforceable against such Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors' rights generally.

Appears in 2 contracts

Samples: Purchase Agreement (Alanco Technologies Inc), 99.1 Purchase Agreement (Alanco Technologies Inc)

Authorization. The execution, delivery and performance by such each Investor of the Transaction Documents to which such Investor is a party have has been duly authorized and each will each constitute the valid and legally binding obligation of such each Investor, enforceable against such the Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generallygenerally and to general equity principles.

Appears in 2 contracts

Samples: Form of Securities Purchase Agreement (Delta Technology Holdings LTD), Form of Securities Purchase Agreement (China Commercial Credit Inc)

Authorization. Such Investor has full power and authority to execute, deliver and perform the Transaction Documents to which such Investor is a party. The execution, delivery and performance by such Investor of the Transaction Documents to which such Investor is a party have been duly authorized and each will each constitute the valid and legally binding obligation of such Investor, enforceable against such Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally.

Appears in 2 contracts

Samples: Purchase Agreement (Remark Media, Inc.), Purchase Agreement (Remark Media, Inc.)

Authorization. The execution, delivery and performance by such Investor of the Transaction Documents to which such Investor is a party have been duly authorized and each will each constitute the valid and legally binding obligation of such Investor, enforceable against such Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generallygenerally and to general principles of equity.

Appears in 2 contracts

Samples: Purchase Agreement (Power Solutions International, Inc.), Purchase Agreement (Power Solutions International, Inc.)

Authorization. The execution, delivery and performance by such the Investor of the Transaction Documents to which such the Investor is a party have been duly authorized and each has been duly executed and when delivered will each constitute the valid and legally binding obligation of such the Investor, enforceable against such the Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally, and general principles of equity.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Autolus Therapeutics PLC), Securities Purchase Agreement (Autolus Therapeutics PLC)

Authorization. The execution, delivery and performance by such the Investor of the Transaction Documents to which such Investor is a party have been duly authorized and each will each constitute the valid and legally binding obligation of such the Investor, enforceable against such the Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generallygenerally and to general equity principles.

Appears in 2 contracts

Samples: Stock Purchase Agreement (China Commercial Credit Inc), Stock Purchase Agreement (Arotech Corp)

Authorization. The execution, delivery and performance by such Investor of the Transaction Documents to which such Investor is a party have been duly authorized and each has been duly executed and when delivered will each constitute the valid and legally binding obligation of such Investor, enforceable against such Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally.

Appears in 2 contracts

Samples: Securities Purchase Agreement (ASTROTECH Corp), Securities Purchase Agreement (ASTROTECH Corp)

Authorization. The execution, delivery and performance by such Investor of the Transaction Documents to which such Investor is a party have been duly authorized and the party has been duly executed and when delivered will each constitute the valid and legally binding obligation of such the Investor, enforceable against such the Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally, and general principles of equity.

Appears in 2 contracts

Samples: Registration Rights Agreement (Capstone Companies, Inc.), Securities Purchase Agreement (Capstone Companies, Inc.)

Authorization. The execution, delivery and performance by such the Investor of the Transaction Documents to which such Investor is a party have been duly authorized and will each constitute the valid and legally binding obligation of such the Investor, enforceable against such the Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally.

Appears in 2 contracts

Samples: Stock Purchase and Settlement Agreement (Al Yousuf LLC), Stock Purchase and Settlement Agreement (Altair Nanotechnologies Inc)

Authorization. The execution, delivery and performance by such the Investor of the Transaction Documents Agreements to which such Investor it is a party have been duly authorized by the Investor and each of the Agreements will each constitute the valid and legally binding obligation of such the Investor, enforceable against such the Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors' rights generally.

Appears in 2 contracts

Samples: Debenture and Warrant Purchase Agreement (Antares Pharma Inc), Debenture and Warrant Purchase Agreement (Antares Pharma Inc)

Authorization. The execution, delivery and performance by such Investor of the Transaction Documents to which such Investor it is a party have been duly authorized and will each constitute or will constitute, assuming the due authorization, execution and delivery thereof by the other parties thereto, the valid and legally binding obligation of such Investor, enforceable against such Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium the Bankruptcy and similar laws of general applicability, relating to or affecting creditors’ rights generallyEquity Exception.

Appears in 2 contracts

Samples: Investment and Transaction Agreement (Id Systems Inc), Investment and Transaction Agreement (Pointer Telocation LTD)

Authorization. The execution, delivery and performance by such Investor of the Transaction Documents to which such Investor is a party have been duly authorized and each will each constitute the legal, valid and legally binding obligation obligations of such Investor, enforceable against such Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally.

Appears in 2 contracts

Samples: Purchase Agreement (Meade Instruments Corp), Purchase Agreement (Global Services Partners Acquisition Corp.)

Authorization. The execution, delivery and performance by such Investor of the Transaction Documents to which such Investor is a party have been duly authorized and will each constitute the valid and legally binding obligation of such Investor, enforceable against such Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting enforcement of creditors’ rights generallyand general principles of equity that restrict the availability of equitable or legal remedies.

Appears in 1 contract

Samples: Securities Purchase Agreement (Single Touch Systems Inc)

Authorization. The execution, delivery and ------------- performance by such Investor of the Transaction Documents to which such Investor is a party have been duly authorized and will each constitute the valid and legally binding obligation of such Investor, enforceable against such Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors' rights generally.

Appears in 1 contract

Samples: Purchase Agreement (Vantagemed Corp)

Authorization. The execution, delivery and performance by such Investor of the Transaction Documents to which such Investor it is a party have been duly authorized authorized. Each Transaction Document to which it is a party has been duly executed by such Investor, and when delivered by such Investor in accordance with the terms hereof, will each constitute the valid and legally binding obligation obligations of such Investor, enforceable against such Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors' rights generally.

Appears in 1 contract

Samples: Common Stock and Warrant Purchase Agreement (Intraop Medical Corp)

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Authorization. The execution, delivery delivery, and performance by such the Investor of the Transaction Documents to which such the Investor is a party have been duly authorized and will each constitute the valid and legally binding obligation of such the Investor, enforceable against such the Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally.

Appears in 1 contract

Samples: Securities Purchase Agreement (Spire Global, Inc.)

Authorization. The execution, delivery and performance by such Investor of the Transaction Documents to which such Investor is a party have been duly authorized and will each (upon delivery in the case of the Registration Rights Agreement will) constitute the valid and legally binding obligation of such Investor, enforceable against such Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally.

Appears in 1 contract

Samples: Purchase Agreement (Vapor Corp.)

Authorization. The execution, delivery and performance by such Investor of the Transaction Documents to which such Investor is a party party, have been duly authorized by all necessary action on the part of such Investor. Each Transaction Document to which such Investor is a party has been duly executed by such Investor and, when delivered and assuming the Transaction Documents constitute the valid and legally binding obligation of the Company, will each constitute the valid and legally binding obligation of such Investor, enforceable against such Investor in accordance with their respective its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generallythe Enforceability Exceptions.

Appears in 1 contract

Samples: Securities Purchase Agreement (Pacific Biosciences of California, Inc.)

Authorization. The execution, delivery and performance by such Investor of the Transaction Documents to which such Investor is a party have been duly authorized and will each constitute the valid and legally binding obligation of such Investor, enforceable against such Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally.

Appears in 1 contract

Samples: Purchase Agreement (Terabeam, Inc.)

Authorization. The execution, delivery and performance by such Investor of the Transaction Documents to which such Investor is a party have been duly authorized and each will each constitute the valid and legally binding obligation of such Investor, enforceable against such Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generallygenerally and to general equity principles. 5.3.

Appears in 1 contract

Samples: Securities Purchase Agreement (Cancer Genetics, Inc)

Authorization. The execution, delivery and performance by such Investor of the Transaction Documents to which such Investor is a party have been duly authorized and will each constitute the valid and legally binding obligation of such Investor, enforceable against such Investor in accordance with their respective terms, subject to (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generallygenerally and (ii) laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Appears in 1 contract

Samples: Purchase Agreement (Velocity Express Corp)

Authorization. The execution, delivery and performance by such Investor of the Transaction Documents to which such Investor is a party have been duly authorized and will each constitute the valid and legally binding obligation of such the Investor, enforceable against such Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally.

Appears in 1 contract

Samples: Form of Purchase Agreement (World Heart Corp)

Authorization. The execution, delivery and performance by such Investor of the Transaction Documents to which such Investor is a party have been duly authorized and each has been duly executed and when delivered will each constitute the valid and legally binding and irrevocable obligation of such Investor, enforceable against such Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generallygenerally and to general equitable principles.

Appears in 1 contract

Samples: Securities Purchase Agreement (Invitae Corp)

Authorization. The execution, delivery and performance by such Investor Each of the Transaction Documents to which such the Investor is a party have has been duly authorized executed and will each constitute delivered by the Investor and constitutes a legal, valid and legally binding obligation of such Investor, the Investor enforceable against such the Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, applicability relating to or affecting creditors' rights generallyand to general equity principles.

Appears in 1 contract

Samples: Restructuring and Exchange Agreement (Cd&l Inc)

Authorization. The execution, delivery and performance by such Investor of the Transaction Documents Agreement to which such Investor is a party have been duly authorized and will each constitute the valid and legally binding obligation of such Investor, enforceable against such Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors' rights generally.

Appears in 1 contract

Samples: Purchase Agreement (Woize International Ltd.)

Authorization. The execution, delivery and performance by such the Investor of the Transaction Documents to which such the Investor is a party have been duly authorized and each has been duly executed and when delivered will each constitute the valid and legally binding obligation of such Investor, enforceable against such the Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally.

Appears in 1 contract

Samples: Note Purchase Agreement (Argos Therapeutics Inc)

Authorization. The execution, delivery and performance by such the Investor of the Transaction Documents to which such Investor is a party have been duly authorized and will each constitute the valid and legally binding obligation of such the Investor, enforceable against such the Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and moratorium, similar laws of general applicability, relating to or affecting creditors’ rights generallygenerally and subject to the general principles of equity.

Appears in 1 contract

Samples: Purchase Agreement (Glycogenesys Inc)

Authorization. The execution, delivery and performance by such Investor of the Transaction Documents Agreement to which such Investor is a party have been duly authorized and will each constitute the valid and legally binding obligation of such Investor, enforceable against such Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally.

Appears in 1 contract

Samples: Purchase Agreement (Woize International Ltd.)

Authorization. The execution, delivery and performance by such the Investor of the Transaction Documents to which such Investor is a party have been duly authorized and will each constitute the valid and legally binding obligation of such the Investor, enforceable against such the Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors' rights generallygenerally and general equitable principles (regardless of whether considered in a proceeding at law or in equity).

Appears in 1 contract

Samples: Purchase Agreement (United American Healthcare Corp)

Authorization. The execution, delivery and performance by such Investor of the Transaction Documents this Agreement to which such Investor is a party have been duly authorized and will each constitute the valid and legally binding obligation of such Investor, enforceable against such Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally.

Appears in 1 contract

Samples: Securities Purchase Agreement (Emy's Salsa Aji Distribution Company, Inc.)

Authorization. The execution, delivery and performance by such the Investor of the Transaction Documents to which such Investor it is a party have been duly authorized by the Investor and will each of the Transaction Documents to which it is a party constitute the valid and legally binding obligation of such the Investor, enforceable against such the Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally.

Appears in 1 contract

Samples: Debenture and Warrant Purchase Agreement (Incara Inc)

Authorization. The execution, delivery and performance by such the Investor of the Transaction Documents to which such Investor is a party have been duly authorized and each will each constitute the valid and legally binding obligation of such Investor, enforceable against such the Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally.

Appears in 1 contract

Samples: Purchase Agreement (Response Genetics Inc)

Authorization. The execution, delivery and performance ------------- by such Investor of the Transaction Documents to which such Investor is a party have been duly authorized and will each constitute the valid and legally binding obligation of such Investor, enforceable against such Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors' rights generally.

Appears in 1 contract

Samples: Purchase Agreement (Telular Corp)

Authorization. The execution, delivery and performance by such Investor of the Transaction Documents to which such Investor is a party have been duly authorized by Investor and will each constitute the valid and legally binding obligation of such Investor, enforceable against such Investor in accordance with their respective terms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or other similar laws Laws affecting the enforcement of general applicability, relating to or affecting creditors’ creditors rights generally, and general principles of equity (regardless of whether such enforceability is considered in a proceeding in law or equity).

Appears in 1 contract

Samples: Investment Agreement (RTI Biologics, Inc.)

Authorization. The execution, delivery and performance by such Investor of the Transaction Documents to which such Investor is a party have been duly authorized and will each constitute the valid and legally binding obligation of such Investor, enforceable against such Investor in accordance with their respective terms, subject except to the extent limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors' rights generally.

Appears in 1 contract

Samples: Securities Purchase Agreement (IZEA, Inc.)

Authorization. The execution, delivery and performance by such Investor Investors of the Transaction Documents to which such Investor is Investors are a party have been duly authorized by each Investor and will each constitute the valid and legally binding obligation of such each Investor, enforceable against such Investor Investors in accordance with their respective terms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or other similar laws Laws affecting the enforcement of general applicability, relating to or affecting creditors’ creditors rights generally, and general principles of equity (regardless of whether such enforceability is considered in a proceeding in law or equity).

Appears in 1 contract

Samples: Purchase Agreement (Merge Healthcare Inc)

Authorization. The execution, delivery and performance by such the Investor of the Transaction Documents Agreement to which such the Investor is a party have been duly authorized and will each constitute the valid and legally binding obligation of such the Investor, enforceable against such the Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally.

Appears in 1 contract

Samples: Securities Purchase Agreement (New Leaf Brands, Inc.)

Authorization. The execution, delivery and performance by such Investor of the Transaction Documents to which such Investor is a party have been duly authorized and each has been duly executed and when delivered will each constitute the valid and legally binding obligation of such Investor, enforceable against such Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally., and general principles of equity. 5.3

Appears in 1 contract

Samples: Securities Purchase Agreement (Skye Bioscience, Inc.)

Authorization. The execution, delivery and performance by ------------- such Investor of the Transaction Documents to which such Investor is a party have been duly authorized and will each constitute the valid and legally binding obligation of such Investor, enforceable against such Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors' rights generally.

Appears in 1 contract

Samples: Purchase Agreement (Locateplus Holdings Corp)

Authorization. The execution, delivery and performance by such Investor of the Transaction Documents to which such Investor is a party have been duly authorized and each has been duly executed and when delivered will each constitute the valid and legally binding obligation of such Investor, enforceable against such Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors’ rights generally, or general principles of equity.

Appears in 1 contract

Samples: Securities Purchase Agreement (Sky Harbour Group Corp)

Authorization. The execution, delivery and performance by such Investor of the Transaction Documents to which such Investor is a party have been duly authorized and will each constitute the valid and legally binding obligation of such Investor, enforceable against such Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws Laws of general applicability, relating to or affecting creditors’ rights generally.

Appears in 1 contract

Samples: Securities Purchase Agreement (Igate Corp)

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