Authority; Consents and Approvals. (a) Seller has all requisite corporate right, power and authority to execute, deliver and perform this Agreement and each other document and agreement referenced herein to be executed and delivered by Seller pursuant hereto (together, the “Seller’s Documents”). The execution, delivery, and performance of the Seller’s Documents by Seller has been duly and validly authorized and approved by all necessary corporate action. The Seller’s Documents constitute the legal, valid and binding obligations of Seller, enforceable against it in accordance with their respective terms.
Authority; Consents and Approvals. The Company has the corporate power and authority to enter into this Agreement and to perform the transactions contemplated by this Agreement, subject to shareholder approval. This Agreement has been duly authorized, executed and delivered by the Company’s board of directors and, subject to shareholder approval, constitutes a legal, valid and binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Except for obtaining shareholder approval, no other proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the agreements contemplated herein will not require the Company to obtain any other consent, waiver, authorization or approval of, or make any filing with or give prior notice to, any person, except for any such consents, waivers, authorizations or approvals which relate to shareholder approval.
Authority; Consents and Approvals. (a) The Company has all requisite corporate (or equivalent organizational) power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company, the performance of Company’s obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action of the Company. The Company has duly executed and delivered this Agreement. This Agreement constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”).
Authority; Consents and Approvals. Seller has all requisite power and authority to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement by Seller have been duly and validly authorized and approved by all necessary corporate action. This Agreement constitutes the legal, valid and binding obligation of Seller enforceable against it in accordance with its terms. The execution delivery and performance of this Agreement by Seller will not (with or without the giving of notice or the passage of time, or both) (i) violate any provision of law or any rule or regulation of any federal, state, or local administrative agency or governmental authority applicable to Seller, or any order, writ, injunction, judgment or decree of any court, administrative agency or governmental authority applicable to Seller; (ii) violate Seller's Articles of Incorporation, as amended to the date hereof; (iii) require any consent under or constitute a default under any agreement, indenture, mortgage, deed of trust, lease, license or other instrument to which Seller is a party or by which it is bound (including, without limitation, under any of the Assigned Contracts), or any license, permit or certificate held by it, or (iv) require any consent of, approval by notice to or registration with any governmental authority. Section 5.3. Except as set out on Exhibit B, attached, Seller has good and marketable title to or the right to assign the Purchased Assets, free and clear of all liens, claims, security interests and encumbrances and has the full right and power to transfer to Buyer and shall transfer to Buyer at the Closing good and marketable title to the Purchased Assets other than the Assigned Contracts, as to which Seller has the full right and power to and shall assign to Buyer at the Closing all of its rights and interests. Section 5.4. Through the Closing, Seller shall have operated the Business only in the ordinary course, consistent with past practice and shall not have made or entered into any agreement or transaction inconsistent with the sale of the Purchased Assets as contemplated by this Agreement. The Purchased Assets constitute all of the material assets used in the conduct of the Business and, together with the Intellectual Property, are sufficient to continue the conduct of the Business by Buyer consistent with Seller's past practice after the Closing. Section 5.5. Seller's books and records accurately and completely reflect all of the material financial tra...
Authority; Consents and Approvals. Buyer has all necessary corporate power and authority to execute deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby, and such action has been duly authorized by all necessary corporate action. This Agreement, and the agreements, certificates, instruments and other documents to be delivered by Buyer in connection with this Agreement (collectively with this Agreement, the "Buyer Transaction Documents"), have been duly executed and ----------------------------- delivered by Buyer and constitutes the legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with their terms (i) subject to Jaws of general application relating to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement. of creditors' rights generally, and (ii) except that the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding thereof may be brought, No consent, approval or authorization of or designation, declaration or filing with any third party or governmental authority on the part of Buyer is required in connection with the valid execution, delivery and performance by Buyer of the Buyer Transaction Documents and the consummation by Buyer of the transactions contemplated thereby.
Authority; Consents and Approvals. The Seller and Intelspec have all requisite company power and authority to enter into this Agreement and to perform the transactions contemplated by this Agreement. This Agreement has been duly authorized, executed and delivered by the Seller and Intelspec, and constitutes a legal, valid and binding obligation of the Seller and Intelspec, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. No other proceedings on the part of the Seller and Intelspec are necessary to authorize the entering into of this Agreement and the consummation of the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the agreements contemplated herein will not require the Seller and Intelspec to obtain any consent, waiver, authorization or approval of, or make any prior filing with or give notice to, any person. EXHIBIT 10.2
Authority; Consents and Approvals. PWS has all requisite power and authority to enter into this Agreement and to perform the transactions contemplated by this Agreement. This Agreement has been duly authorized, executed and delivered by PWS and constitutes a legal, valid and binding obligation of PWS enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. No other proceedings on the part of P WS are necessary to authorize the entering into of this Agreement and the consummation of the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the agreements contemplated herein will not require PWS to obtain any consent, waiver, authorization or approval of, or make any prior filing with or give notice to, any person, except for such consents, waivers, authorizations or approvals which the failure to obtain or provide same would not be reasonably likely to have a material adverse effect on the Business.
Authority; Consents and Approvals. The Company has the corporate power and authority to enter into this Agreement and to perform the transactions contemplated by this Agreement , subject to approval of the Company’s stockholders and the filing of pertinent disclosure filings with the Commission. This Agreement has been duly authorized, executed and delivered by the Company’s board of directors and, subject to approval of the Company’s stockholders, constitutes a legal, valid and binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Except for obtaining approval of the Company’s stockholders, no other proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the agreements contemplated herein will not require the Company to obtain any other consent, waiver, authorization or approval of, or make any filing with or give prior notice to, any person, except for any such consents, waivers, authorizations or approvals which relate to the approval of the Company’s stockholders and disclosure filings with the Commission.
Authority; Consents and Approvals. Xxxxx has all necessary corporate power and authority to execute, deliver and perform its obligations under this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements have been duly executed and delivered by Xxxxx and constitute the legal, valid and binding obligations of Xxxxx enforceable against Xxxxx in accordance with its and their terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and available equitable remedies, and except as the enforcement of the indemnification provisions may be limited by applicable securities laws or held to be against public policy. No consent, approval or authorization of or designation, declaration or filing with any third party or governmental authority on the part of Xxxxx is required in connection with the valid execution, delivery and performance of this Agreement and the Ancillary Agreements by Xxxxx, and the consummation by Xxxxx of the transactions contemplated hereby or thereby, except for the consents listed and described in the Xxxxx Disclosure Schedule.
Authority; Consents and Approvals. MGI has all necessary corporate power and authority to execute, deliver and perform its obligations under this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements have been duly executed and delivered by MGI and constitute the legal, valid and binding obligations of MGI enforceable against MGI in accordance with its and their terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and available equitable remedies, and except as the enforcement of the indemnification provisions may be limited by applicable securities laws or held to be against public policy. No consent, approval or authorization of or designation, declaration or filing with any third party or governmental authority on the part of MGI is required in connection with the valid execution, delivery and performance of this Agreement and the Ancillary Agreements by MGI, and the consummation by MGI of the transactions contemplated hereby and thereby.
