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

Due Execution, Delivery and Performance. The Company has full legal right, corporate power and authority to enter into the Agreements and perform the transactions contemplated hereby and thereby. The Agreements have been duly authorized, executed and delivered by the Company. The making and performance of the Agreements by the Company and the consummation of the transactions herein and therein contemplated will not violate any provision of the organizational documents of the Company and will not result in the creation of any lien, charge, security interest or encumbrance upon any assets of the Company 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 agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Company or any Subsidiary is a party or by which the Company or its properties, or any Subsidiary or such Subsidiary’s properties, may be bound or affected and in each case which would have a Material Adverse Effect or, to the Company’s knowledge (which, as used herein, in each instance shall mean the actual knowledge of the Company’s chief executive officer or chief financial officer), any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Company or any Subsidiary or any of their respective properties. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, except for compliance with the Blue Sky laws and federal securities laws applicable to the offering of the Shares. Upon their execution and delivery, and assuming the valid execution thereof by the respective Purchasers, the Agreements will constitute valid and binding obligations of the 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 proceeding in equity or at law).

Due Execution, Delivery and Performance. The Company has full legal right, corporate power and authority to enter into the Agreements this Agreement and perform the transactions contemplated hereby and therebyhereby. The Agreements have This Agreement has been duly authorized, executed and delivered by the Company. The making and performance of the Agreements Agreement by the Company and the consummation of the transactions contemplated herein and therein contemplated will not violate any provision of the organizational documents of the Company and will not (a) result in the creation of any lienliens, charge, security interest charges or encumbrance encumbrances upon any assets of the Company pursuant to the terms or provisions of, or will not conflict with, (b) result in the a breach or violation of, or constitute, either by itself or upon notice or the passage of EXHIBIT 10.1 time or both, a default under (i) any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Company or any Subsidiary is a party or by which the Company or its properties, or any Subsidiary or such Subsidiary’s properties, may be bound or affected and in each case which would have a Material Adverse Effect orEffect, to (ii) any provision of the Company’s knowledge (whichcertificate of incorporation, as used herein, in each instance shall mean the actual knowledge by-laws or other organizational documents of the Company’s chief executive officer , or chief financial officer), (iii) any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Company or any Subsidiary or any of their respective properties. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, except for the filing of a Form D with the SEC, the filing of the Registration Statement and compliance with the Blue Sky laws applicable federal and federal state securities laws applicable with respect to the offering of the Sharespost-Closing obligations. Upon their its execution and delivery, and assuming the valid execution thereof by the respective Purchasers, the Agreements this will constitute the valid and binding obligations of the Company, enforceable in accordance with their respective its 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 proceeding in equity or at law).

Due Execution, Delivery and Performance. The Company has full legal right, corporate power and authority to enter into the Agreements this Agreement and perform the transactions contemplated hereby and therebyhereby. The Agreements have This Agreement has been duly authorized, executed and delivered by the Company. The making execution, delivery and performance of the Agreements this Agreement by the Company and the consummation of the transactions herein and therein contemplated will not violate any provision of the organizational documents certificate of incorporation or bylaws of the Company or any of its Subsidiaries and will not result in the creation of any lien, charge, security interest or encumbrance upon any assets of the Company or any of its Subsidiaries pursuant to the terms or provisions of, or and will not (i) 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 (A) any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company or any of its properties, Subsidiaries or any Subsidiary or such Subsidiary’s properties, of their respective properties may be bound or affected and in each case which would have a Material Adverse Effect orEffect, or (B) to the Company’s knowledge (which, as used herein, in each instance shall mean the actual knowledge of the Company’s chief executive officer or chief financial officer)'s knowledge, any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Company or any Subsidiary of its Subsidiaries or any of their respective propertiesproperties where such conflict, breach, violation or default is likely to result in a Material Adverse Effect. No registration with, consent, approvalauthorization or approval of, authorization notice to, other action by, or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, except for compliance with the Blue Sky blue sky laws and federal securities laws applicable to the offering of the Shares, including the filing of a Form D in accordance with Regulation D under the Securities Act. Upon their the execution and deliverydelivery of this Agreement, and assuming the valid execution thereof of the Agreement by the respective PurchasersPurchaser, the Agreements this Agreement will constitute a valid and binding obligations obligation of the Company, enforceable in accordance with their respective its 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 proceeding in equity or at law)) and except as the indemnification agreements of the Company in Section 7.3 hereof may be limited by federal or state securities laws or the public policy underlying such laws.

Due Execution, Delivery and Performance. The Company has full legal right, corporate power and authority to enter into this Agreement, including the Agreements Warrants, and perform the transactions contemplated hereby and therebyhereby. The Agreements have This Agreement has been duly authorized, executed and delivered by the Company. The making execution, delivery and performance of this Agreement, including the Agreements Warrants, by the Company and the consummation of the transactions herein and therein contemplated will not violate any provision of the organizational documents certificate of incorporation or bylaws of the Company or any of its Subsidiaries and will not result in the creation of any lien, charge, security interest or encumbrance upon any assets of the Company or any of its Subsidiaries pursuant to the terms or provisions of, or and will not (i) 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 (A) any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company or any of its properties, Subsidiaries or any Subsidiary or such Subsidiary’s properties, of their respective properties may be bound or affected and in each case which would have a Material Adverse Effect orEffect, or (B) to the Company’s knowledge (which, as used herein, in each instance shall mean the actual knowledge of the Company’s chief executive officer or chief financial officer)knowledge, any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Company or any Subsidiary of its Subsidiaries or any of their respective propertiesproperties where such conflict, breach, violation or default is likely to result in a Material Adverse Effect. No registration with, consent, approvalauthorization or approval of, authorization notice to, other action by, or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, except for compliance with the Blue Sky blue sky laws and federal securities laws applicable to the offering of the SharesUnits, including the filing of a Form D in accordance with Regulation D under the Securities Act. Upon their the execution and deliverydelivery of this Agreement and the Warrant, and assuming the valid execution thereof of the Agreement by the respective PurchasersPurchaser, this Agreement and the Agreements Warrant will constitute a valid and binding obligations obligation of the Company, enforceable in accordance with their respective its 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 proceeding in equity or at law)) and except as the indemnification agreements of the Company in Section 7.3 hereof may be limited by federal or state securities laws or the public policy underlying such laws.

Due Execution, Delivery and Performance. The Company has full legal right, corporate power and authority to enter into this Agreement and the Agreements Escrow Agreement and perform the transactions contemplated hereby hereby. This Agreement and thereby. The Agreements the Escrow Agreement have been duly authorized, executed and delivered by the Company. The making execution, delivery and performance of this Agreement and the Agreements Escrow Agreement by the Company and the consummation of the transactions herein and therein contemplated will not violate any provision of the organizational documents certificate of incorporation or bylaws of the Company and will not result in the creation of any lien, charge, security interest or encumbrance upon any assets of the Company pursuant to the terms or provisions of, or and will not (i) 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 (A) any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company or any of its properties, or any Subsidiary or such Subsidiary’s properties, properties may be bound or affected and in each case which would have a Material Adverse Effect orEffect, to the Company’s knowledge or (which, as used herein, in each instance shall mean the actual knowledge of the Company’s chief executive officer or chief financial officer), B) any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Company or any Subsidiary of its properties where such conflict, breach, violation or any of their respective propertiesdefault is likely to result in a Material Adverse Effect. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery of this Agreement or the Escrow Agreement or the consummation of the transactions contemplated by this Agreement, except for compliance with the Blue Sky blue sky laws and federal securities laws applicable to the offering of the SharesSecurities. Upon their the execution and deliverydelivery of this Agreement and the Escrow Agreement, and assuming the valid execution thereof by the respective PurchasersPurchaser, this Agreement and the Agreements Escrow Agreement will constitute a valid and binding obligations of the Company, enforceable in accordance with their respective its 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 proceeding in equity or at law)) and except as the indemnification agreements of the Company in Section 7.3 hereof may be limited by federal or state securities laws or the public policy underlying such laws.

Due Execution, Delivery and Performance. The Company has full legal right, corporate power and authority to enter into the Agreements Agreement and the Warrants and perform the transactions contemplated hereby and thereby. The Agreements have Agreement has been duly authorized, executed and delivered by the Company. Each of the Warrants has been duly authorized and, as of the Closing, will have been executed and delivered by the Company. The making and performance of the Agreements Agreement and the Warrants by the Company and the consummation of the transactions contemplated herein and therein contemplated will not violate any provision of the organizational documents of the Company and will not result in the creation of any lien, charge, security interest or encumbrance Liens upon any assets of the Company pursuant to the terms or provisions of, or will not conflict with, result in the a breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Company or any Subsidiary is a party or by which the Company or its properties, or any Subsidiary or such Subsidiary’s properties, may be bound or affected and in each case which would have a Material Adverse Effect or, to the Company’s knowledge (which, as used herein, in each instance shall mean the actual knowledge of the Company’s chief executive officer Chief Executive Officer or chief financial officerChief Financial Officer), any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Company or any Subsidiary or any of their respective properties. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery of this Agreement or the Warrants or the consummation of the transactions contemplated by this Agreement, except for the filing of a Form D with the SEC, the filing of the Registration Statement (as defined in Section 7.1(a)) and compliance with the Blue Sky laws applicable federal and federal state securities laws applicable with respect to the offering of the Sharespost-Closing obligations. Upon their execution and delivery, and with respect to the Agreement, assuming the valid execution thereof by the respective Purchasers, the Agreements Agreement and the Warrants will constitute valid and binding obligations of the 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 proceeding in equity or at law)) and, with respect to the Agreement, except as the indemnification agreements of the Company in Section 7.3 hereof may be legally unenforceable.

Due Execution, Delivery and Performance. The Company has full legal right, corporate power and authority to enter into this Agreement and the Agreements Warrants and to perform the transactions contemplated hereby and thereby. The Agreements have This Agreement has been duly authorized, executed and delivered by the Company. The making Warrants have been duly authorized, and will duly be executed and delivered by the Company at the Closing. The execution, delivery and performance of this Agreement and the Agreements Warrants by the Company and the consummation of the transactions herein and therein contemplated will not violate any provision of the organizational documents articles of incorporation or bylaws of the Company and will not result in the creation of any lien, charge, security interest or encumbrance upon any assets of the Company pursuant to the terms or provisions of, or and will not (i) 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 (A) any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Company or any Subsidiary is a party or by which the Company or any of its properties, or any Subsidiary or such Subsidiary’s properties, properties may be bound or affected and in each case which that would have a Material Adverse Effect orEffect, or (B) to the Company’s knowledge (which, as used herein, in each instance shall mean the actual knowledge of the Company’s chief executive officer or chief financial officer)knowledge, any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Company or any Subsidiary of its properties where such conflict, breach, violation or any of their respective propertiesdefault is likely to result in a Material Adverse Effect. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery of this Agreement or of the Warrants or the consummation of the transactions contemplated by this AgreementAgreement or the Warrants, except for compliance with the Blue Sky laws state and federal securities laws applicable to the offering of the SharesSecurities. Upon their the execution and deliverydelivery of this Agreement, and assuming the valid execution thereof by the respective PurchasersPurchaser, and upon the Agreements execution and delivery of the Warrants, this Agreement and the Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their respective its 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 proceeding in equity or at law)) and except as the indemnification agreements of the Company in Section 7.3 hereof may be limited by federal or state securities laws or the public policy underlying such laws.

Due Execution, Delivery and Performance. of this Agreement. The --------------------------------------------------------- Company has full legal right, corporate power and authority to enter into the Agreements this Agreement and perform the transactions contemplated hereby and therebyhereby. The Agreements have This Agreement has been duly authorized, executed and delivered by the Company. The making execution, delivery and performance of the Agreements this Agreement by the Company and the consummation of the transactions herein and therein contemplated will not violate any provision of the organizational documents of the Company or any of its Subsidiaries and will not result in the creation of any lien, charge, security interest or encumbrance upon any assets of the Company or any of its Subsidiaries pursuant to the terms or provisions of, or and will not (i) 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 (A) any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company or any of its properties, Subsidiaries or any Subsidiary or such Subsidiary’s properties, of their respective properties may be bound or affected and in each case which would have a Material Adverse Effect orEffect, or (B) to the Company’s knowledge (which, as used herein, in each instance shall mean the actual knowledge of the Company’s chief executive officer or chief financial officer)'s knowledge, any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Company or any Subsidiary of its Subsidiaries or any of their respective propertiesproperties where such conflict, breach, violation or default is likely to result in a Material Adverse Effect. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, except for compliance with the Blue Sky blue sky laws and federal securities laws applicable to the offering of the Shares. Upon their the execution and deliverydelivery of this Agreement, and assuming the valid execution thereof by the respective PurchasersPurchaser, the Agreements this Agreement will constitute valid and binding obligations of the Company, enforceable in accordance with their respective its 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 proceeding in equity or at law)) and except as the indemnification agreements of the Company in Section 7.3 hereof may be legally unenforceable.

Due Execution, Delivery and Performance. The Company has full legal right, corporate power and authority to enter into this Agreement and the Agreements Warrants and to perform the transactions contemplated hereby and thereby. The Agreements have This Agreement has been duly authorized, executed and delivered by the Company. The making Warrants have been duly authorized, and will duly be executed and delivered by the Company at the Closing. The execution, delivery and performance of this Agreement and the Agreements Warrants by the Company and the consummation of the transactions herein and therein contemplated will not violate any provision of the organizational documents articles of incorporation or bylaws of the Company and will not result in the creation of any lien, charge, security interest or encumbrance upon any assets of the Company pursuant to the terms or provisions of, 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 (A) any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Company or any Subsidiary is a party or by which the Company or any of its properties, or any Subsidiary or such Subsidiary’s properties, properties may be bound or affected and in each case which that would have a Material Adverse Effect orEffect, or (B) to the Company’s knowledge (which, as used herein, in each instance shall mean the actual knowledge of the Company’s chief executive officer or chief financial officer)knowledge, any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Company or any Subsidiary of its properties where such conflict, breach, violation or any of their respective propertiesdefault is likely to result in a Material Adverse Effect. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery of this Agreement or of the Warrants or the consummation of the transactions contemplated by this AgreementAgreement or the Warrants, except for compliance with the Blue Sky laws state and federal securities laws applicable to the offering of the SharesSecurities. Upon their the execution and deliverydelivery of this Agreement, and assuming the valid execution thereof by the respective PurchasersPurchaser, and upon the Agreements execution and delivery of the Warrants, this Agreement and the Warrants will constitute valid and binding obligations of the 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 proceeding in equity or at law)) and except as the indemnification agreements of the Company in Section 7.3 hereof may be limited by federal or state securities laws or the public policy underlying such laws.

Due Execution, Delivery and Performance. The Company has full legal right, corporate power and authority to enter into this Purchase Agreement and the Agreements Forward Share Purchase Agreement and perform the transactions contemplated hereby and thereby. The Agreements This Purchase Agreement and the Forward Share Purchase Agreement have been duly authorized, executed and delivered by the Company. The making and performance of the Agreements Purchase Agreement and the Forward Share Purchase Agreement by the Company and the consummation of the transactions herein and therein contemplated will not violate any provision of the declaration of trust or bylaws, or other organizational documents documents, of the Company Company, and will not result in the creation of any lien, charge, security interest or encumbrance upon any assets of the Company 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 agreement, mortgage, deed of trust, credit agreement, lease, franchise, license, indenture, permit or other instrument to which the Company or any Subsidiary is a party or by which the Company or its properties, or any Subsidiary or such Subsidiary’s properties, properties may be bound or affected and in each case which would have a Material Adverse Effect or, to the Company’s knowledge (which, as used herein, in each instance shall mean the actual knowledge of the Company’s chief executive officer or chief financial officer)affected, any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental body applicable to the Company or any Subsidiary of its properties, except such as will not have a material adverse effect on the condition (financial or any otherwise), business, results of their respective propertiesoperations or prospects of the Company. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery of this Purchase Agreement, the Forward Share Purchase Agreement or the consummation of the transactions contemplated by this Agreementhereby or thereby, except in connection with the filing of any Registration Statements pursuant to Section 7 below or for compliance with the Blue Sky laws and federal securities blue sky laws applicable to the offering of the Shares. Upon their the execution and deliverydelivery hereof, each of the Purchase Agreement and assuming the valid execution thereof by the respective Purchasers, the Agreements Forward Share Purchase Agreement will constitute the valid and binding obligations obligation of the Company, enforceable in accordance with their respective its 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 proceeding in equity or at law)) and except as enforcement of the indemnification agreements of the Company in Section 7.5 hereof may be limited by public policy.