Authority; Enforcement. Parent has the requisite corporate power and authority to enter into and perform this Agreement and to issue and sell the Shares in accordance with the terms hereof. The execution, delivery and performance of this Agreement by Parent and the consummation by Parent of the Transactions have been duly and validly authorized by all necessary corporate action, and no further consent or authorization of Parent or its Board of Directors or stockholders is required. This Agreement has been duly executed and delivered by Parent. This Agreement constitutes a valid and binding obligation of Parent enforceable against Parent in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and remedies or by equitable principles or remedies of general application
Authority; Enforcement. The Company has full corporate power and authority to execute and deliver this Agreement, the Registration Rights Agreement, the Amendment to 1997 Warrants, the Amendment to 1996 Purchase Agreement, the Amendment to 1995 Purchase Agreement, the Amendment to 1994 Warrants, the Shareholders Agreement and each other agreement contemplated hereby (collectively the "Agreements"), to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated on its part hereby and thereby. The execution, delivery and performance by the Company of the Agreements and the consummation of the transactions contemplated on its part hereby and thereby have been duly authorized by the Board, and no other corporate proceedings on the part of the Company to the Company's issuance of the Shares to be issued pursuant to this Agreement and to the Company's entering into the Agreements are necessary to authorize the execution and delivery of the Agreements by the Company or the performance by the Company of its obligations thereunder. The Agreements have been duly executed and delivered by the Company and constitute legal, valid and binding obligations of the Company, enforceable against the Company and each party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors' rights generally and subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Authority; Enforcement. Founder has the requisite power and authority to enter into and to consummate the transactions contemplated by the applicable Transaction Documents and otherwise to carry out its obligations thereunder. This Agreement and the other Transaction Documents to which he is party have been duly executed by Founder, and when delivered by Founder in accordance with terms hereof, will constitute the valid and legally binding obligation of Founder, enforceable against it in accordance with its terms.
Authority; Enforcement. This Agreement and each other Transaction Document to which Purchaser is a party have been duly executed by Purchaser, and when delivered by Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
Authority; Enforcement. The IA Professional acknowledges and agrees that the Authority may itself take appropriate action (including suspending or revoking CESG Certified Professional certification) against the IA Professional to uphold the reputation and good standing of CCP.
Authority; Enforcement. The purchase by such Purchaser of the Securities hereunder has been duly authorized by all necessary action on the part of such Purchaser. Each of this Agreement and the Registration Rights Agreement has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and binding obligation of such Purchaser, enforceable against it in accordance with its terms.
Authority; Enforcement. This Agreement has been duly executed by the Riverside Parties and constitutes the legal, valid and binding obligation of Riverside Parties, enforceable against them in accordance with its terms. Riverside Parties have the absolute and unrestricted corporate right, power, authority and capacity to execute and deliver this Agreement. No Riverside Party needs to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any "Governmental Body" (as hereafter defined) in order to consummate the transactions contemplated by this Agreement (the "Contemplated Transactions"), other than filings with the Florida Secretary of State and with the Securities and Exchange Commission required by the rules and regulations thereof in connection with the Buildscape Agreement or the Contemplated Transactions. As used in this Agreement, "Governmental Body" means any (a) nation, state, county, city, town, village, district, or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign, or other government; (c) governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal); (d) multi-national organization or body; or (e) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature.
Authority; Enforcement. The Company has all requisite power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby. This Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, or moratorium or similar laws affecting the rights of creditors generally and application of general principles of equity. The issuance of the Common Shares hereunder has been duly and validly authorized by all requisite corporate action of the Company and when issued in accordance with this Agreement, the Common Shares will be validly issued, fully paid and non-assessable.
Authority; Enforcement. The Stockholders have all requisite power and authority to enter into and perform this Agreement, to consummate the transactions contemplated hereby and to exchange the Exchange Shares in accordance with the terms hereof. This Agreement constitutes a legal, valid and binding obligation of Stockholders, enforceable against the Stockholders in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, or moratorium or similar laws affecting the rights of creditors generally and application of general principles of equity.
Authority; Enforcement. Parent has the REQUISITE CORPORATE power and authority to enter into and perform this Agreement and to issue and sell the Shares in accordance with the terms hereof. The execution, delivery and performance of this Agreement by Parent and the consummation by Parent of the Transactions have been duly and validly authorized by all necessary corporate action, and no further consent or authorization of Parent or its Board of Directors or stockholders is required. This Agreement has been duly executed and delivered by Parent. This Agreement constitutes a valid and binding obligation of Parent enforceable against Parent in ac cordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, moratorium, liquidation, conservatorship, recivership or similar laws relating to, or affecting generally the enforcement of, creditor's rights and remedies or by equitable principles or remedies of general application
