Common use of Authorization and Validity of Agreement Clause in Contracts

Authorization and Validity of Agreement. LICENSEE has full power and authority, including full corporate power and authority, to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Without limiting the foregoing, the execution, delivery and performance of this Agreement by LICENSEE and the consummation by it of the transactions contemplated hereby, have been duly authorized and approved by the members and managers of LICENSEE, and no other action on the part of LICENSEE or its officers, directors or shareholder is necessary to authorize the execution, delivery and performance of this Agreement by LICENSEE and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by LICENSEE and is a valid and binding obligation of LICENSEE enforceable against it in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

Authorization and Validity of Agreement. LICENSEE Purchaser has full power and authority, including full corporate power and authority, to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Without limiting the foregoing, the execution, delivery and performance of this Agreement by LICENSEE Purchaser and the consummation by it of the transactions contemplated hereby, have been duly authorized and approved by the members and managers of LICENSEEPurchaser, and no other action on the part of LICENSEE Purchaser or its officers, directors or shareholder members is necessary to authorize the execution, delivery and performance of this Agreement by LICENSEE Purchaser and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by LICENSEE Purchaser and is a valid and binding obligation of LICENSEE Purchaser enforceable against it in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles.

Authorization and Validity of Agreement. LICENSEE Purchaser has full power and authority, including full corporate power and authority, to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Without limiting the foregoing, the execution, delivery and performance of this Agreement by LICENSEE Purchaser and the consummation by it of the transactions contemplated hereby, have been duly authorized and approved by the members and managers of LICENSEEPurchaser, and no other action on the part of LICENSEE Purchaser or its officers, directors or shareholder is necessary to authorize the execution, delivery and performance of this Agreement by LICENSEE Purchaser and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by LICENSEE Purchaser and is a valid and binding obligation of LICENSEE Purchaser enforceable against it in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles.

Authorization and Validity of Agreement. LICENSEE has full power and authority, including full corporate power and authority, to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Without limiting the foregoing, the execution, delivery and performance of this Agreement by LICENSEE and the consummation by it of the transactions contemplated hereby, have been duly du1y authorized and approved by the members and managers of LICENSEE, and no other action on the part of LICENSEE or its officers, directors or shareholder is necessary to authorize the execution, delivery and performance of this Agreement by LICENSEE and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by LICENSEE and is a valid and binding obligation of LICENSEE enforceable against it in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.