Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by the Seller, the Owner and the Owner Member and each such Party has all requisite power and legal capacity to execute, deliver and perform this Agreement and all Collateral Agreements (to which it is a party) executed and delivered or to be executed and delivered in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby and by the Collateral Agreements, and to perform his, her, or its obligations hereunder and under the Collateral Agreements. The execution, delivery and performance by the Seller and the Owner of this Agreement and the Collateral Agreements have been duly and validly approved and authorized by proper limited liability company action (including all necessary member approval). This Agreement and each Collateral Agreement to which the Seller, the Owner or the Owner Member 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, reorganization, moratorium, or similar laws relating to or affecting the rights of creditors generally.
Appears in 4 contracts
Samples: Agreement for Purchase and Sale, Agreement for Purchase and Sale (CRH Medical Corp), Agreement for Purchase and Sale (CRH Medical Corp)
Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by the Seller, the Owner Company and the Seller Owner Member and each such Party has all requisite power and legal capacity to execute, deliver and perform this Agreement and all Collateral Agreements (to which it is a party) executed and delivered or to be executed and delivered in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby and by the Collateral Agreements, and to perform his, her, or its obligations hereunder and under the Collateral Agreements. The execution, delivery and performance by the Seller Company and the Owner Seller of this Agreement and the Collateral Agreements have been duly and validly approved and authorized by proper limited liability company or corporate action (including all necessary member or shareholder approval). This Agreement and each Collateral Agreement to which the Seller, the Owner Company or the Seller Owner Member 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, reorganization, moratorium, or similar laws relating to or affecting the rights of creditors generally.
Appears in 3 contracts
Samples: Membership Interest Purchase Agreement (CRH Medical Corp), Membership Interest Purchase Agreement (CRH Medical Corp), Membership Interest Purchase Agreement
Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by the Seller, the Owner Buyer and the Owner Member and each such Party Buyer has all requisite corporate power and legal capacity to execute, execute and deliver and perform this Agreement and all Collateral Agreements (to which it is a party) executed and delivered or to be executed and delivered by Buyer in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby and by the Collateral Agreements, and to perform his, her, or its obligations hereunder and under the Collateral Agreements. The execution, delivery and performance Upon the approval of this Agreement by the Seller Board of Directors of Buyer, the execution and the Owner delivery of this Agreement and the Collateral Agreements have been and the performance of the transactions contemplated hereby and thereby will be duly and validly authorized and approved and authorized by proper limited liability company all corporate action (including all necessary member on behalf of Buyer. Subject to such Board approval). This , this Agreement and each Collateral Agreement to which the Seller, the Owner or the Owner Member Buyer is a party constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of such PartyBuyer, enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws relating and judicial decisions from time to or affecting the time in effect which affect creditors' rights of creditors generally.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Atlantis Plastics Inc), Asset Purchase Agreement (Armitec Inc)
Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by the Seller, the Owner Buyer and the Owner Member and each such Party Buyer has all requisite corporate power and legal capacity to execute, execute and deliver and perform this Agreement and all Collateral Agreements (to which it is a party) executed and delivered or to be executed and delivered by Buyer in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby and by the Collateral Agreements, and to perform his, her, or its obligations hereunder and under the Collateral Agreements. The execution, delivery and performance Upon the approval of this Agreement by the Seller Board of Managers of Buyer, the execution and the Owner delivery of this Agreement and the Collateral Agreements have been and the performance of the transactions contemplated hereby and thereby will be duly and validly authorized and approved and authorized by proper limited liability company all action (including all necessary member on behalf of Buyer. Subject to such Board approval). This , this Agreement and each Collateral Agreement to which the Seller, the Owner or the Owner Member Buyer is a party constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of such PartyBuyer, enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws relating and judicial decisions from time to or affecting the time in effect which affect creditors' rights of creditors generally.
Appears in 1 contract
Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by the Seller, the Owner Buyer and the Owner Member and each such Party Buyer has all requisite company power and legal capacity to execute, execute and deliver and perform this Agreement and all Collateral Agreements (to which it is a party) executed and delivered or to be executed and delivered by Buyer in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby and by the Collateral Agreements, and to perform his, her, or its obligations hereunder and under the Collateral Agreements. The execution, delivery and performance Upon the approval of this Agreement by the Seller Board of Managers of Buyer, the execution and the Owner 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 and authorized by proper limited liability all company action (including all necessary member on behalf of Buyer. Subject to such Board approval). This , this Agreement and each Collateral Agreement to which the Seller, the Owner or the Owner Member Buyer is a party constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of such PartyBuyer, enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws relating and judicial decisions from time to or affecting the time in effect which affect creditors' rights of creditors generally.
Appears in 1 contract
Samples: Asset Purchase Agreement (Colonial Commercial Corp)
Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by the Seller, the Owner LGC and the Owner Member and each such Party LGC has all requisite corporate power and legal capacity to execute, execute and deliver and perform this Agreement and all Collateral Agreements (to which it is a party) executed and delivered or to be executed and delivered by LGC in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby and by the Collateral Agreements, and to perform his, her, or its obligations hereunder and under the Collateral Agreements. The executionUpon the approval of this Agreement by LGC's Board of Directors, the execution and delivery and performance by the Seller and the Owner of this Agreement and the Collateral Agreements have been and the performance of the transactions contemplated hereby and thereby shall be duly and validly authorized and approved and authorized by proper limited liability company all corporate action (including all necessary member on LGC's behalf. Subject to such Board approval). This , this Agreement and each Collateral Agreement to which the Seller, the Owner or the Owner Member LGC is a party constitutes, or upon execution and delivery will shall constitute, the legal, valid and binding obligation of such PartyLGC, enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws relating and judicial decisions from time to or affecting the time in effect which affect creditors' rights of creditors generally.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nomadic Collaboration International Inc)