Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by Seller and 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 it in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby and by the Collateral Agreements, and to perform its obligations hereunder and under the Collateral Agreements. This Agreement and each Collateral Agreement to which 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 such 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 Seller the Company and the MembersCompany Stockholders, and each of the Members Company and Seller has the Company Stockholders 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 it in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby and by the Collateral AgreementsExhibits, and to perform its obligations hereunder and under the Collateral AgreementsExhibits. This Agreement and each Collateral Agreement Exhibit to which any of the Members Company and/or Seller the Company Stockholders is a party Party constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of such partyParty, 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 Seller the Company and the MembersShareholders, and each of the Members Shareholders and Seller the Company 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 it in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby and by the Collateral Agreements, and to perform its and his obligations hereunder and under the Collateral Agreements. This Agreement and each Collateral Agreement to which any of the Members Shareholders and/or Seller the Company is a party constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of such 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 (Armitec Inc), Asset Purchase Agreement (Atlantis Plastics Inc)
Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by Seller the Company and the MembersSeller, and each of the Members Seller and Seller the Company 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 it in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby and by the Collateral Agreements, and to perform its and his obligations hereunder and under the Collateral Agreements. This Agreement and each Collateral Agreement to which any of the Members Seller and/or Seller the Company is a party constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of such 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 (Xstream Beverage Group Inc)
Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by Seller the Company and the MembersShareholder, and each of the Members Shareholder and Seller the Company 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 it in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby and by the Collateral Agreements, and to perform its obligations hereunder and under the Collateral Agreements. This Agreement and each Collateral Agreement to which any of the Members Shareholder and/or Seller the Company is a party constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of such 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
Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by Seller and 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 it in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby and by the Collateral Agreements, and to perform its obligations hereunder and under the Collateral Agreements. This Agreement and each Collateral Agreement to which 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 such 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 (Veramark Technologies Inc)
Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by Seller the Company and the MembersSeller, and each of Seller and the Members and Seller Company 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 it in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby and by the Collateral Agreements, and to perform its their respective obligations hereunder and under the Collateral Agreements. This Agreement and each Collateral Agreement to which any of Seller and/or the Members and/or Seller Company is a party constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of such 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
Authority, Approval and Enforceability. This Agreement has been duly executed executed, delivered, and delivered approved by Seller the Company and the MembersShareholder, and each of the Members Company and Seller has the Shareholder 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 it in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby and by the Collateral Agreements, and to perform its obligations hereunder and under the Collateral Agreements. This Agreement and each Collateral Agreement to which any of the Members Shareholder and/or Seller the Company is a party constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of such 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 (Empire Financial Holding Co)
Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by Seller and the Members, Company and each of the Members Sellers and Seller each of the Sellers and the Company 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 it in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby and by the Collateral Agreements, and to perform its obligations hereunder and under the Collateral Agreements. This Agreement and each Collateral Agreement to which any of the Members Sellers and/or Seller the Company is a party constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of such 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