Validity of Transactions Clause Samples

Validity of Transactions. Affiliates of the parties to this Agreement may be engaged to perform services for the Joint Venture. The validity of any transaction, agreement or payment involving the Joint Venture and any Affiliates of the parties to this Agreement otherwise permitted by the terms of this Agreement shall not be affected by reason of the relationship between them and such Affiliates or the approval of said transactions, agreement or payment.

Validity of Transactions. This Agreement, and each document executed and delivered by CLUSONE in connection with the transactions contemplated by this Agreement, and the performance of the transactions contemplated therein have been duly authorized, executed and delivered by CLUSONE and is each the valid and legally binding obligation of CLUSONE, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency reorganization and moratorium laws and other laws affecting enforcement of creditor's rights generally and by general principles of equity. The CLUSONE Shares issuable hereunder, when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and nonassessable. The CLUSONE Shares will be free of any liens or encumbrances, except for any restrictions imposed by federal or state securities laws.

Validity of Transactions. The validity of all transactions contemplated hereby, as well as the form and substance of all agreements, instruments, opinions, certificates and other documents delivered by Take-Two pursuant hereto, shall be satisfactory in all material respects to the Selling Stockholders and its counsel.

Validity of Transactions. This Agreement, and each document executed and delivered by the Company in connection with the transactions contemplated by this Agreement, including this Agreement, have been duly authorized, executed and delivered by the Company and is each the valid and legally binding obligation of the Company, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency reorganization and moratorium laws and other laws affecting enforcement of creditor’s rights generally and by general principles of equity.

Validity of Transactions. Except as set forth on the Company Disclosure Schedule: (i) this Agreement, and each document executed and delivered by the Company in connection with the transactions contemplated by this Agreement, and the performance of the transactions contemplated therein have been duly authorized by the directors of the Company, have been duly executed and delivered by the Company and is each the valid and legally binding obligation of the Company, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency reorganization and moratorium laws and other laws affecting enforcement of creditor's rights generally and by general principles of equity; (ii) the Company Shares issuable hereunder, when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and nonassessable; and (iii) the Company Shares will be free of any liens or encumbrances, except for any restrictions imposed by federal or state securities laws.

Validity of Transactions. The validity of all transactions herein contemplated, as well as the form and substance of all opinions, certificates, instruments of transfer and other documents to be delivered to the Company hereunder, shall be subject to the approval, to be reasonably exercised, of counsel for the Company.

Validity of Transactions. Affiliates of the parties to this Agreement may be engaged to perform services for the JV. The validity of any transaction, agreement or payment involving the JV and any Affiliates of the parties to this Agreement, otherwise permitted by the terms of this Agreement, shall not be affected by reason of the relationship between them and such Affiliates or the approval of said transactions, agreement or payment.

Validity of Transactions. This Agreement, and each document ------------------------ executed and delivered by the Company in connection with the transactions contemplated by this Agreement, and the performance of the transactions contemplated therein have been duly authorized by the directors and shareholders of the Company, have been duly executed and delivered by the Company and is each the valid and legally binding obligation of the Company, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency reorganization and moratorium laws and other laws affecting enforcement of creditor's rights generally and by general principles of equity. The Company Shares issuable hereunder, when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and nonassessable. The Company Shares will be free of any liens or encumbrances, except for any restrictions imposed by federal or state securities laws.

Validity of Transactions. Absence of Required Consents or Waivers. Provided the required approvals of UCB's shareholders and of governmental or regulatory authorities are obtained, neither the execution and delivery of this Agreement, nor the consummation of the transactions described herein, nor compliance by UCB with any of its obligations or agreements contained herein, will: (i) conflict with or result in a breach of the terms and conditions of, or constitute a default or violation under any provision of, the Articles of Incorporation or bylaws or the equivalent organizational documents of UCB or any subsidiary, or any material contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation or understanding (oral or written) to which UCB or any subsidiary, is bound or by which it, its business, capital stock or any of its properties or assets may be affected; (ii) to the best knowledge and belief of management of UCB, result in the creation or imposition of any lien, claim, interest, charge, restriction or encumbrance upon any of the properties or assets of UCB or any subsidiary; (iii) violate any judgment, order, writ, injunction or decree of any court, administrative or regulatory agency or governmental body; (iv) to the best knowledge of management of UCB, result in the acceleration of any material obligation or indebtedness of UCB or any subsidiary; or (v) interfere with or otherwise adversely affect UCB's ability to carry on its business as presently conducted. No consents, approvals or waivers are required to be obtained from any person or entity (including any governmental or regulatory authority) in connection with UCB's execution and delivery of this Agreement, or the performance of its obligations or agreements or the consummation of the transactions described herein, except for required approvals of UCB's shareholders as described in Section 7.1(a) below and of governmental or regulatory authorities described in Section 7.1(d) below and approvals previously obtained.