Common use of Authority, Approval and Enforceability Clause in Contracts

Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by Purchaser and Purchaser has all requisite power and legal capacity to execute and deliver this Agreement and all Collateral Agreements executed and delivered or to be executed and delivered by Purchaser in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby and by the Collateral Agreements, and to perform his obligations hereunder and under the Collateral Agreements. This Agreement and each Collateral Agreement to which Purchaser is a party constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of Purchaser, 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 2 contracts

Samples: Securities Purchase Agreement (Bella Viaggio, Inc.), Securities Purchase Agreement (Bella Viaggio, Inc.)

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Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by Purchaser Seller and Purchaser the Members, and each of the Members and Seller has all requisite power and legal capacity to execute and deliver this Agreement and all Collateral Agreements executed and delivered or to be executed and delivered by Purchaser it in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby and by the Collateral Agreements, and to perform his its obligations hereunder and under the Collateral Agreements. This Agreement and each Collateral Agreement to which Purchaser any of the Members and/or Seller is a party constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of Purchasersuch party, 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 2 contracts

Samples: Asset Purchase Agreement (Veramark Technologies Inc), Asset Purchase Agreement (Veramark Technologies Inc)

Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by Purchaser the Parent and Purchaser has the Buyer, and each of the Parent and the Buyer have all requisite power and legal capacity to execute and deliver this Agreement and all Collateral Agreements Exhibits executed and delivered or to be executed and delivered by Purchaser in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby and by the Collateral AgreementsExhibits, and to perform his its obligations hereunder and under the Collateral AgreementsExhibits. This Agreement and each Collateral Agreement Exhibit to which Purchaser any of the Parent and/or the Buyer is a party Party constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of Purchasersuch Party, 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 2 contracts

Samples: Stock Exchange Agreement (Solar Thin Films, Inc.), Stock Exchange Agreement (Solar Thin Films, Inc.)

Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by Purchaser each Seller and Purchaser has each Shareholder, and the Sellers and the Shareholders have all requisite power and legal capacity to execute and deliver this Agreement and all Collateral Agreements executed and delivered or to be executed and delivered by Purchaser in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby and by the Collateral Agreements, and to perform his its obligations hereunder and under the Collateral Agreements. This Agreement and each Collateral Agreement to which Purchaser is each Seller and each Shareholder are a party constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of Purchasersuch party, 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 2 contracts

Samples: Asset Purchase Agreement (Colony Bankcorp Inc), Asset Purchase Agreement (Colonial Commercial Corp)

Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by Purchaser the Company and Purchaser has Ball. Ball and the Company each have all requisite power and legal capacity to execute and deliver this Agreement and all Collateral Agreements Agreements” executed and delivered or to be executed and delivered by Purchaser in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby and by the Collateral Agreements, and to perform his their respective obligations hereunder and under the Collateral Agreements. This Agreement and each Collateral Agreement to which Purchaser is Ball and/or the Company are a party constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of Purchasersuch party, 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 Purchaser Company and Purchaser has the Owners, and the Owners and Company have all requisite power and legal capacity to execute and deliver this Agreement and all Collateral Agreements executed and delivered or to be executed and delivered by Purchaser in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby and by the Collateral Agreements, and to perform his their respective obligations hereunder and under the Collateral Agreements. This Agreement and each Collateral Agreement to which Purchaser the Owners and/or Company is a party constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of Purchasersuch party, 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 (Heico Corp)

Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by Purchaser the Company and Purchaser the Seller, and the Seller and the Company has all requisite power and legal capacity to execute and deliver this Agreement and all applicable Collateral Agreements executed and delivered or to be executed and delivered by Purchaser in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby and by the Collateral Agreements, and to perform his its obligations hereunder and under the applicable Collateral Agreements. This Agreement and each Collateral Agreement to which Purchaser the Seller and/or the Company is a party constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of Purchasersuch party, 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 Purchaser the Seller, and Purchaser the Seller has all requisite power and legal capacity to execute and deliver this Agreement and all Collateral Agreements executed and delivered or to be executed and delivered by Purchaser the Seller in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby and by the Collateral Agreements, and to perform his its obligations hereunder and under the Collateral AgreementsAgreements to which it is a party. This Agreement and each Collateral Agreement to which Purchaser the Seller is a party constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of Purchaserthe Seller, 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)

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Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by Purchaser the Company and Purchaser has the Shareholders, and the Company and the Shareholders have all requisite power and legal capacity to execute and deliver this Agreement and all Collateral Agreements executed and delivered or to be executed and delivered by Purchaser in connection with the transactions provided for contemplated hereby, to consummate the transactions contemplated hereby and by the Collateral Agreements, and to perform his its obligations hereunder and under the Collateral Agreements. This Agreement and each Collateral Agreement to which Purchaser is a party constitutesthe Company and/or the Shareholders are parties constitute, or upon execution and delivery will constitute, the legal, valid and binding obligation of Purchasersuch party, 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 (Rexall Sundown Inc)

Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by Purchaser the Seller and Purchaser has the Stockholder, and the Stockholder and the Seller have all requisite power and legal capacity to execute and deliver this Agreement and all Collateral Agreements executed and delivered or to be executed and delivered by Purchaser in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby and by the Collateral Agreements, and to perform his its obligations hereunder and under the Collateral Agreements. This Agreement and each Collateral Agreement to which Purchaser either the Stockholder and/or the Seller is a party constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of Purchasersuch party, 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 (Vocus, Inc.)

Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by Purchaser Buyer, has been approved by the Board of Directors of Buyer and Purchaser Buyer has all requisite corporate power and legal capacity to execute and deliver this Agreement and all Collateral Related Agreements executed and delivered or to be executed and delivered by Purchaser Buyer in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby and by the Collateral Related Agreements, and to perform his its obligations hereunder and under the Collateral Related Agreements. This Agreement and each Collateral Related Agreement to which Purchaser Buyer is a party constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of PurchaserBuyer, 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 (Railamerica Inc /De)

Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by Purchaser Buyer and Purchaser Buyer has all requisite corporate power and legal capacity to execute and deliver this Agreement and all Collateral Agreements executed and delivered or to be executed and delivered by Purchaser in connection with the transactions provided for herebyAgreements, to consummate the transactions contemplated hereby and by the Collateral Agreementsthereby, and to perform his its obligations hereunder and under thereunder. The execution and delivery of this Agreement and the Collateral AgreementsAgreements 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 Buyer. This Agreement and each Collateral Agreement to which Purchaser Buyer is a party constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of PurchaserBuyer, 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 (Rexall Sundown Inc)

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