Common use of Execution; Due Authority Clause in Contracts

Execution; Due Authority. (a) The execution, delivery and performance of this Agreement, the Investors Rights Agreement and the Royalty Agreement (and all other documents required to be executed and delivered by each Purchaser and the consummation of the Transactions), to the extent such Purchaser is a party to such agreements, have been duly and validly authorized by all necessary corporate action on the part of such Purchaser. (b) This Agreement, the Investors Rights Agreement and the Royalty Agreement, to the extent such Purchaser is a party to such agreements, have been duly executed and delivered by such Purchaser (and all documents required to be executed and delivered by such Purchaser at Closing will be duly executed and delivered by such Purchaser), and this Agreement constitutes, and at the Closing (assuming the due and valid execution and delivery of such documents by the other parties thereto) such documents will constitute, the valid and binding obligations of such Purchaser, enforceable in accordance with their terms, except for the Enforceability Exceptions.