Common use of Authority, Approval and Enforceability Clause in Contracts

Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by the Company, and the Company has all requisite corporate power and legal capacity to execute and deliver this Agreement and all agreements, instruments and documents executed and delivered or to be executed and delivered by the Company in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby (collectively, the “Collateral Agreements”), and to perform its obligations hereunder and under this Agreement and each of the Collateral Agreements. The execution and delivery of this Agreement and the Collateral Agreements and the performance of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all corporate action necessary on behalf of the Company. This Agreement and each Collateral Agreement to which the Company is a party constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of the Company, enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium, or similar laws and judicial decisions from time to time in effect which affect creditors’ rights generally.

Appears in 6 contracts

Samples: Subscription Agreement (Harvco, LLC), Subscription Agreement (Jesup & Lamont, Inc.), Subscription Agreement (Jesup & Lamont, Inc.)

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Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by the Company, Buyer and the Company Buyer has all requisite corporate power and legal capacity to execute and deliver this Agreement and all agreements, instruments and documents Collateral Agreements executed and delivered or to be executed and delivered by the Company Buyer in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby (collectively, and by the Collateral Agreements”), and to perform its obligations hereunder and under this Agreement and each of the Collateral Agreements. The execution and delivery of this Agreement and the Collateral Agreements and the performance of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all corporate action necessary on behalf of the CompanyBuyer. This Agreement and each Collateral Agreement to which the Company Buyer is a party constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of the CompanyBuyer, enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium, or similar laws and judicial decisions from time to time in effect which affect creditors' rights generally.

Appears in 6 contracts

Samples: Asset Purchase Agreement (Empire Financial Holding Co), Asset Purchase Agreement (Naturade Inc), Asset Purchase Agreement (Naturade Inc)

Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by the Company, Buyer and the Company Buyer has all requisite corporate power and legal capacity to execute and deliver this Agreement and all agreements, instruments and documents Collateral Agreements executed and delivered or to be executed and delivered by the Company Buyer in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby (collectively, and by the Collateral Agreements”), and to perform its obligations hereunder and under this Agreement and each of the Collateral Agreements. The execution and delivery of this Agreement and the Collateral Agreements and the performance of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all corporate action necessary on behalf of the CompanyBuyer. This Agreement and each Collateral Agreement to which the Company Buyer is a party constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of the CompanyBuyer, enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium, or similar laws and judicial decisions from time to time in effect which affect creditors’ rights generally.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Naturade Inc), Asset Purchase Agreement (Naturade Inc), Asset Purchase Agreement (Naturade Inc)

Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by the Company, Bxxxx and the Company Bxxxx has all requisite corporate limited liability company power and legal capacity to execute and deliver this Agreement and all agreements, instruments and documents Collateral Agreements executed and delivered or to be executed and delivered by the Company Buyer in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby (collectively, the “Collateral Agreements”)Transactions, and to perform its obligations hereunder and under this Agreement and each of the Collateral Agreements. The execution execution, delivery and delivery performance of this Agreement and the Collateral Agreements and the performance consummation by Buyer of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized and approved by all corporate necessary limited liability company action necessary on behalf the part of the CompanyBuyer. This Agreement and each Collateral Agreement to which the Company Buyer is a party constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of the CompanyBuyer, enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium, moratorium or similar laws Legal Requirements and judicial decisions from time to time in effect which affect creditors’ rights generally, including the enforceability of creditors’ rights generally, and general equitable principles.

Appears in 3 contracts

Samples: Membership Interest Purchase Agreement (Wellgistics Health, Inc.), Membership Interest Purchase Agreement (Danam Health, Inc), Membership Interest Purchase Agreement (Danam Health, Inc)

Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by the Company, Buyer and the Company Buyer has all requisite corporate power and legal capacity to execute and deliver this Agreement and all agreements, instruments and documents Collateral Agreements executed and delivered or to be executed and delivered by the Company Buyer in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby (collectively, and by the Collateral Agreements”), to assume and perform the Obligations, and to perform its obligations hereunder and under this Agreement and each of the Collateral Agreements. The execution and delivery of this Agreement and the Collateral Agreements and the performance of the transactions contemplated hereby and thereby have been will be duly and validly authorized and approved by all corporate action necessary on behalf of the CompanyBuyer. This Agreement and each Collateral Agreement to which the Company Buyer is a party constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of the CompanyBuyer, enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium, or similar laws and judicial decisions from time to time in effect which affect creditors' rights generally.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ebiz Enterprises Inc)

Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by the CompanyBuyer, and the Company Buyer has all requisite corporate power and legal capacity to execute and deliver this Agreement and all agreements, instruments and documents Collateral Agreements executed and delivered or to be executed and delivered by the Company Buyer, as applicable, in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby (collectively, and by the Collateral Agreements”), and to perform its respective obligations hereunder and under this Agreement and each of the Collateral Agreements. The execution and delivery of this Agreement and the Collateral Agreements and the performance of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all corporate action necessary on behalf of the CompanyBuyer. This Agreement and each Collateral Agreement to which the Company Buyer is a party constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of the CompanyBuyer, enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium, or similar laws and judicial decisions from time to time in effect which affect creditors' rights generally.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cardo Medical, Inc.)

Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by the Company, Buyer and the Company Buyer has all requisite corporate power and legal capacity to execute and deliver this Agreement and all agreements, instruments and documents Collateral Agreements executed and delivered or to be executed and delivered by the Company Buyer in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby (collectively, and by the Collateral Agreements”), and to perform its obligations hereunder and under this Agreement and each of the Collateral Agreements. The execution execution, delivery and delivery performance of this Agreement and the Collateral Agreements and the performance consummation by Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary corporate action necessary on behalf the part of the CompanyBuyer. This Agreement and each Collateral Agreement to which the Company Buyer is a party constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of the CompanyBuyer, enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium, moratorium or similar laws and judicial decisions from time to time in effect which affect creditors' rights generally.

Appears in 1 contract

Samples: Stock Purchase Agreement (Forward Air Corp)

Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by the Company, Buyer and the Company Buyer has all requisite corporate power and legal capacity to execute and deliver this Agreement and all agreements, instruments and documents Collateral Agreements executed and delivered or to be executed and delivered by the Company Buyer in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby (collectively, and by the Collateral Agreements”), and to perform its obligations hereunder and under this Agreement and each of the Collateral AgreementsAgreements to which it is a party. The execution and delivery of this Agreement and the Collateral Agreements and the performance of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all corporate action necessary on behalf of the CompanyBuyer. This Agreement and each Collateral Agreement to which the Company Buyer is a party constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of the CompanyBuyer, enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium, or similar laws and judicial decisions from time to time in effect which affect creditors’ rights generally.

Appears in 1 contract

Samples: Asset Purchase Agreement (Kulicke & Soffa Industries Inc)

Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by the Company, Buyer and the Company Buyer has all requisite corporate power and legal capacity to execute and deliver this Agreement and all agreements, instruments and documents Collateral Agreements executed and delivered or to be executed and delivered by the Company Buyer in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby (collectively, and by the Collateral Agreements”), and to perform its obligations hereunder and under this Agreement and each of the Collateral Agreements. The execution and delivery of this Agreement and the Collateral Agreements and the performance of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all corporate action necessary on behalf of the CompanyBuyer. This Agreement and each Collateral Agreement to which the Company Buyer is a party constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of the CompanyBuyer, enforceable in accordance with its terms, except as such enforcement enforceability may be limited by general equitable principles or by any applicable bankruptcy, insolvency, moratoriumreorganization., moratorium or other similar laws and judicial decisions from time to time in effect which affect affecting the enforcement of creditors, rights generally, and except as the availability of equity remedies may be limited by the application of general principles of equity (regardless of whether such equitable principles are applied in a proceeding at law or in equity).

Appears in 1 contract

Samples: Stock Purchase and Subscription Agreement (Neff Corp)

Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by the Company, Buyer and the Company Buyer has all requisite corporate power and legal capacity to execute and deliver this Agreement and all agreements, instruments and documents executed and delivered or to be executed and delivered by the Company in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby (collectively, the “Collateral Agreements”)hereby, and to perform its his obligations hereunder and under this Agreement and each of the Collateral Agreementshereunder. The execution and delivery of this Agreement and the Collateral Agreements and the performance of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all corporate action necessary on behalf of the CompanyBuyer. This Agreement and each Collateral Agreement to which the Company is a party constitutes, or upon execution and delivery will constitute, constitutes the legal, valid and binding obligation of the CompanyBuyer, enforceable in accordance with its terms, except as such enforcement enforceability may be limited by general equitable principles or by any applicable bankruptcy, insolvency, moratoriumreorganization, moratorium or other similar laws and judicial decisions from time to time in effect which affect affecting the enforcement of creditors' rights generally, and except as the availability of equity remedies may be limited by the application of general principles of equity (regardless of whether such equitable principles are applied in a proceeding at law or in equity).

Appears in 1 contract

Samples: Stock Purchase Agreement (Neff Corp)

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Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by the Company, Buyer and the Company Buyer has all requisite corporate power and legal capacity to execute and deliver this Agreement and all agreements, instruments and documents Collateral Agreements executed and delivered or to be executed and delivered by the Company Buyer in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby (collectively, and by the Collateral Agreements”), and to perform its obligations hereunder and under this Agreement and each of the Collateral Agreements. The execution and delivery of this Agreement and the Collateral Agreements and the performance of the transactions contemplated hereby and thereby have has been duly and validly authorized and approved by all corporate action necessary on behalf of the CompanyBuyer. This Agreement and each Collateral Agreement to which the Company Buyer is a party constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of the CompanyBuyer, enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium, or similar laws and judicial decisions from time to time in effect which affect creditors’ rights generally.

Appears in 1 contract

Samples: Asset Purchase Agreement (Global Digital Solutions Inc)

Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by the Company, Purchaser and the Company Purchaser has all requisite corporate power and legal capacity to execute and deliver this Agreement and all agreements, instruments and documents Collateral Agreements executed and delivered or to be executed and delivered by the Company Purchaser in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby (collectively, and by the Collateral Agreements”), and to perform its obligations hereunder and under this Agreement and each of the Collateral Agreements. The execution and delivery of this Agreement and the Collateral Agreements and the performance of the transactions contemplated hereby and thereby have been will be duly and validly authorized and approved by all corporate action necessary on behalf of the CompanyPurchaser. This Agreement and each Collateral Agreement to which the Company Purchaser is a party constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of the CompanyPurchaser, enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium, or similar other laws and judicial decisions from time to time in effect which affect creditors' rights generally.

Appears in 1 contract

Samples: Purchase Agreement (Interdent Inc)

Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by the Company, Buyer and the Company Buyer has all requisite corporate power and legal capacity to execute and deliver this Agreement and all agreements, instruments and documents Collateral Agreements executed and delivered or to be executed and delivered by the Company Buyer in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby (collectively, and by the Collateral Agreements”), and to perform its obligations hereunder and under this Agreement and each of the Collateral Agreements. The execution execution, deliver, and delivery performance of this Agreement and the Collateral Agreements and the performance consummation by Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all corporate necessary action necessary on behalf the part of the CompanyBuyer. This Agreement and each Collateral Agreement to which the Company Buyer is a party constitutes, or upon execution and delivery will constitute, the legal, valid valid, and binding obligation of the CompanyBuyer, enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium, or similar laws and judicial decisions from time to time in effect which affect creditors’ rights generally.

Appears in 1 contract

Samples: Asset Purchase Agreement (Smith & Wesson Holding Corp)

Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by the Company, Buyer and the Company Buyer has all requisite corporate power and legal capacity to execute and deliver this Agreement and all agreements, instruments and documents applicable Collateral Agreements executed and delivered or to be executed and delivered by the Company Buyer in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby (collectively, and by the applicable Collateral Agreements”), and to perform its obligations hereunder and under this Agreement and each of the applicable Collateral Agreements. The execution and delivery of this Agreement and the applicable Collateral Agreements and the performance of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all corporate action necessary on behalf of the CompanyBuyer. This Agreement and each applicable Collateral Agreement to which the Company Buyer is a party constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of the CompanyBuyer, enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium, or similar laws and judicial decisions from time to time in effect which affect creditors’ rights generally.

Appears in 1 contract

Samples: Stock Purchase Agreement (Empire Financial Holding Co)

Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by the Company, each Buyer and the Company each Buyer has all requisite corporate power and legal capacity to execute and deliver this Agreement and all agreements, instruments and documents Collateral Agreements executed and delivered or to be executed and delivered by the Company it in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby (collectively, and by the Collateral Agreements”), and to perform its obligations hereunder and under this Agreement and each of the Collateral Agreements. The execution and delivery of this Agreement and the Collateral Agreements and the performance of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all corporate action necessary on behalf of the Companyeach Buyer. This Agreement and each Collateral Agreement to which the Company each Buyer is a party constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of the Companyeach Buyer, enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium, or similar laws and judicial decisions from time to time in effect which affect creditors' rights generally.

Appears in 1 contract

Samples: Merger Agreement (Magicworks Entertainment Inc)

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