Common use of Due Authorization and Enforceability Clause in Contracts

Due Authorization and Enforceability. Each Warrantor has all requisite power and authority to execute and deliver the Transaction Documents to which it is a party and to carry out and perform its obligations thereunder. All corporate action on the part of such Warrantor who is not a natural person necessary to authorize the execution and delivery of the Transaction Documents to which it is a party, the performance of all obligations of such Warrantor thereunder, and, the issuance, sale, transfer and delivery of the Subscription Shares by the Company has been taken or will be taken prior to or at the Closing. This Agreement has been duly executed and delivered by each Warrantor, and each of the other Transaction Documents to which such Warrantor is a party will be duly executed and delivered by such Warrantor. This Agreement and each of the other Transaction Documents are, or when executed and delivered by such Warrantor shall be (assuming due execution and delivery by each of the other parties thereto), valid and legally binding obligations of such Warrantor enforceable against such Warrantor in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and to general equity principles.

Due Authorization and Enforceability. Each Warrantor has all requisite power and authority to execute and deliver the Transaction Documents to which it is a party and to carry out and perform its obligations thereunder. All corporate action on the part of such Warrantor who is not a natural person necessary to authorize the execution and delivery of the Transaction Documents to which it is a party, the performance of all obligations of such Warrantor thereunder, and, the issuance, sale, transfer and delivery of the Series B Investor Subscription Shares of such Series B Investor by the Company has been taken or will be taken prior to or at the ClosingClosing with respect to such Series B Investor. This Agreement has been duly executed and delivered by each Warrantor, and each of the other Transaction Documents to which such Warrantor is a party will be duly executed and delivered by such Warrantor. This Agreement and each of the other Transaction Documents are, or when executed and delivered by such Warrantor shall be (assuming due execution and delivery by each of the other parties thereto), valid and legally binding obligations of such Warrantor enforceable against such Warrantor in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and to general equity principles.

Due Authorization and Enforceability. Each Warrantor has all requisite power and authority to execute and deliver the Transaction Documents to which it is a party and to carry out and perform its obligations thereunder. All corporate action actions on the part of such each Warrantor who is not a natural person (and, as applicable, its officers, directors and/or shareholders) necessary to authorize the execution and delivery of the Transaction Documents to which it is a party, the performance of all obligations of such Warrantor thereunder, and, in the case of the Company, the issuance, sale, transfer and delivery of the Subscription Shares by the Company has been taken or will be taken prior to or at the Closing. This Agreement has been duly executed and delivered by each Warrantor, and each of the other Transaction Documents to which such Warrantor is a party will be duly executed and delivered by such Warrantoreach Warrantor that is a party thereto. This Agreement and each of the other Transaction Documents are, or when executed and delivered by such Warrantor shall be (assuming due execution and delivery by each of the other parties thereto), valid and legally binding obligations of such Warrantor Warrantor, enforceable against such Warrantor in accordance with its terms, except (ai) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (bii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and to general equity principles.

Due Authorization and Enforceability. Each Warrantor has all requisite power and authority to execute and deliver the Transaction Documents Agreements to which it is a party and to carry out and perform its obligations thereunder. All corporate action on the part of such each Warrantor who is not a natural person (and, as applicable, its officers, directors and shareholders) necessary to authorize for the authorization, execution and delivery of the Transaction Documents Agreements to which it is a party, the performance of all obligations of such each Warrantor thereunder, and, and the issuance, sale, sale and transfer and delivery of the Subscription Shares by the Company Purchased Shares, has been taken or will be taken prior to or at the Closing. This Agreement has been duly executed and delivered by each Warrantor, and each of the other Transaction Documents to which such Warrantor is a party will be duly executed and delivered by such Warrantor. This Agreement and each of the other Transaction Documents Agreements are, or when executed and delivered by such Warrantor shall be (assuming due execution and delivery by each of the other parties thereto)be, valid and legally binding obligations of such Warrantor Warrantor, enforceable against such Warrantor in accordance with its terms, except (ai) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (bii) as limited by laws relating to the availability of specific performance, injunctive relief relief, or other equitable remedies and remedies. The Transaction is not subject to general equity principlesany preemptive rights or rights of first refusal, or if any such preemptive rights or rights of first refusal exist, waiver of such rights has been obtained from the holders thereof.