Common use of Representations and Warranties of Optionor Clause in Contracts

Representations and Warranties of Optionor. Optionor represents, warrants and covenants to Optionee that: (a) this Agreement has been duly authorized and approved by all necessary corporate action on the part of Optionor, has been duly executed and delivered by Optionor and constitutes a valid and legally binding obligation of Optionor enforceable in accordance with its terms; (b) Optionor is not subject to or obligated under any provision of (i) its Certificate of Incorporation or Bylaws, (ii) any contract, (iii) any license, franchise or permit, or (iv) any law, regulation, order, judgment or decree that would be breached or violated by its execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; (c) no authorization, consent or approval of, or any filing with, any public body or authority is necessary for consummation by it of the transactions contemplated by this Agreement; (d) Optionor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to enter into and perform this Agreement; and (e) Optionor has taken all necessary corporate action to authorize and reserve for issuance upon exercise of the Option the Option Shares, and the Option Shares, when issued and delivered by Optionor to Optionee upon exercise of the Option, will be duly authorized, validly issued, fully paid and nonassessable, and will be free and clear of any claims, liens, encumbrances, security interest and charges of any nature whatsoever incurred by Optionor.