Common use of Due Execution, Delivery and Performance of the Agreements Clause in Contracts

Due Execution, Delivery and Performance of the Agreements. The Company has full legal right, corporate power and authority to enter into this Agreement and the Warrant and perform the transactions contemplated hereby and thereby. This Agreement has been duly authorized, executed and delivered by the Company. This Agreement constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application relating to or affecting the enforcement of creditors' rights and the application of equitable principles relating to the availability of remedies, and except as rights to indemnity or contribution, including but not limited to, indemnification provisions set forth in Section 7.3 of this Agreement may be limited by Israeli, federal or state securities law or the public policy underlying such laws. The execution and performance of this Agreement by the Company and the consummation of the transactions herein contemplated will not violate (i) any provision of the Articles of Association or Memorandum of Association of the Company or the organizational documents of any Subsidiary and will not result in the creation of any lien, charge, security interest or encumbrance upon any material property or assets of the Company or any Subsidiary pursuant to the terms or provisions of, or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any material agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which either of the Company or any Subsidiary is a party or by which any of the Company or any Subsidiary or their respective properties may be bound or affected and, in each case that would have a Material Adverse Effect, or (ii) any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental agency or body applicable to the Company or any Subsidiary or any of their respective properties and in each case that would have a Material Adverse Effect. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental agency or body is required for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement other than such consents, approvals or authorizations which have been obtained or will be obtained prior to the Closing, except for compliance with federal and state securities or "blue sky" laws, including the securities laws of the State of Israel, applicable to the offering of the Securities. For the purposes of this Agreement the term "MATERIAL ADVERSE EFFECT" shall mean a material adverse effect on the condition (financial or otherwise), properties, business or results of operations of the Company and its Subsidiaries, taken as a whole other than any effect arising from or relating to (A) general economic conditions, (B) the negotiation, execution, announcement or performance of this Agreement or the consummation of the transactions contemplated hereunder or (C) any change in the Company's stock price or trading volume in and of itself (but not excluding the underlying cause of any such change pursuant to this clause (C)).

Due Execution, Delivery and Performance of the Agreements. The Company has full legal right, corporate power and authority to enter into this Agreement Agreement, the Convertible Promissory yNote and the Warrant Registration Rights Agreement as referenced in such Convertible Promissory Note (all of the preceding including this Agreement, collectively, the "Transaction Agreements") and perform the transactions contemplated hereby and therebyhereby. This Agreement has The Transaction Agreements have been duly authorized, executed and delivered by the Company. This Agreement constitutes a legal, valid and binding agreement The consummation by the Company of the transactions contemplated in the Transaction Agreements will not violate any provision of the organizational documents of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application relating to or affecting the enforcement of creditors' rights and the application of equitable principles relating to the availability of remedies, and except as rights to indemnity or contribution, including but not limited to, indemnification provisions set forth in Section 7.3 of this Agreement may be limited by Israeli, federal or state securities law or the public policy underlying such laws. The execution execution, delivery and performance of this Agreement the Transaction Agreements by the Company and the consummation by the Company of the transactions herein and therein contemplated will not violate (i) any provision of the Articles of Association or Memorandum of Association of the Company or the organizational documents of any Subsidiary and will not result in the creation of any lien, charge, security interest or encumbrance upon any material property or assets of the Company or any Subsidiary pursuant to the terms or provisions of, or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any material agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which either of the Company or any Subsidiary is a party or by which any of the Company or any Subsidiary or their respective of its properties may be bound or affected and, and in each case that which individually or in the aggregate would have a Material Adverse Effectmaterial adverse effect on the condition (financial or otherwise), properties, business, prospects, or results of operations of the Company and its subsidiaries, taken as a whole (ii) a "MATERIAL ADVERSE EFFECT"), or any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental agency or body applicable to the Company or any Subsidiary or any of their its respective properties and in each case that would have a Material Adverse Effectproperties. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental agency or body is required for the Upon its execution and delivery of this Agreement or delivery, and assuming the consummation valid execution thereof by the Investor, the Transaction Agreements will constitute a valid and binding obligation of the transactions contemplated by this Agreement other than such consentsCompany, approvals or authorizations which have been obtained or will be obtained prior to enforceable against the ClosingCompany in accordance with its terms, except for compliance with federal as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and state securities contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or "blue sky" laws, including the securities laws of the State of Israel, applicable to the offering of the Securities. For the purposes of this Agreement the term "MATERIAL ADVERSE EFFECT" shall mean a material adverse effect on the condition (financial or otherwise), properties, business or results of operations of the Company and its Subsidiaries, taken as a whole other than any effect arising from or relating to (A) general economic conditions, (B) the negotiation, execution, announcement or performance of this Agreement or the consummation of the transactions contemplated hereunder or (C) any change in the Company's stock price or trading volume in and of itself (but not excluding the underlying cause of any such change pursuant to this clause (C)at law).

Due Execution, Delivery and Performance of the Agreements. The Company has full legal right, corporate power and authority to enter into this Agreement and the Warrant Agreements and perform the transactions contemplated hereby and therebyhereby. This Agreement has The Agreements have been duly authorized, executed and delivered by the Company. This Agreement constitutes a legal, Company and constitute valid and binding agreement obligations of the Company, enforceable against the Company in accordance with its their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application relating to or affecting the enforcement of creditors' rights and the application of equitable principles relating to the availability of remedies, and except as rights to indemnity or contribution, including but not limited to, indemnification provisions set forth in Section 7.3 of this Agreement may be limited by Israeli, federal or state securities law or the public policy underlying such laws. The execution making and performance of this Agreement the Agreements by the Company and the consummation of the transactions herein contemplated will not violate (i) any provision of the Articles certificate of Association incorporation or Memorandum of Association of the Company bylaws, or the other organizational documents of any Subsidiary and will not result in the creation of any liendocuments, charge, security interest or encumbrance upon any material property or assets of the Company or any Subsidiary pursuant to the terms or provisions ofof its subsidiaries, or and will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any material agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which either of the Company or any Subsidiary of its subsidiaries is a party or by which any of the Company or any Subsidiary of its subsidiaries or their any of its respective properties may be bound or affected andaffected, in each case that would have a Material Adverse Effect, or (ii) any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental agency or body applicable to the Company or any Subsidiary of its subsidiaries or any of their respective properties and in each case that would have a Material Adverse Effectproperties. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental agency or body is required for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement other than such consents, approvals or authorizations which have been obtained or will be obtained prior to the ClosingAgreement, except for compliance with federal and state securities or "blue sky" laws, including the securities Blue Sky laws of the State of Israel, applicable to the offering of the SecuritiesShares. For Upon their execution and delivery, and assuming the purposes valid execution thereof by the respective Purchasers, the Agreements will constitute valid and binding obligations of this Agreement the term "MATERIAL ADVERSE EFFECT" shall mean Company, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a material adverse effect on proceeding in equity or at law) and except as the condition (financial or otherwise), properties, business or results of operations indemnification agreements of the Company and its Subsidiaries, taken as a whole other than any effect arising from or relating to (A) general economic conditions, (B) the negotiation, execution, announcement or performance of this Agreement or the consummation of the transactions contemplated hereunder or (C) any change in the Company's stock price or trading volume in and of itself (but not excluding the underlying cause of any such change pursuant to this clause (C))Section 7.3 hereof may be legally unenforceable.