Common use of Authority of Seller Clause in Contracts

Authority of Seller. Seller has full corporate power and authority to enter into this Agreement and the Ancillary Documents to which Seller is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and any Ancillary Document to which Seller is a party, and the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby, have been duly authorized by all requisite corporate action on the part of Seller. Without limiting the generality of the foregoing, Seller has obtained the requisite approval of the Board of Directors and of the shareholders of Seller to authorize Seller to enter into this Agreement and sell the Purchased Assets as contemplated pursuant to this Agreement. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms. When each Ancillary Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms.

Authority of Seller. Each Seller has full corporate power and authority to enter into this Agreement and the Ancillary Documents to which such Seller is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each Seller of this Agreement and any Ancillary Document to which such Seller is a party, and the performance by such Seller of its obligations hereunder and thereunder and the consummation by such Seller of the transactions contemplated hereby and thereby, thereby have been duly authorized by all requisite corporate action on the part of such Seller. Without limiting the generality of the foregoing, Seller has obtained the requisite approval of the Board of Directors and of the shareholders of Seller to authorize Seller to enter into this Agreement and sell the Purchased Assets as contemplated pursuant to this Agreement. This Agreement has been duly executed and delivered by Sellerthe Sellers, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller the Sellers enforceable against Seller the Sellers in accordance with its terms, subject to bankruptcy, insolvency, receivership and equitable remedies. When each Ancillary Document to which a Seller is or will be a party has been duly executed and delivered by such Seller (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of such Seller enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, receivership and equitable remedies. Each Seller is jointly and severally liable for every other Seller.

Authority of Seller. Each Seller has full corporate or limited liability company power and authority to enter into this Agreement and the Ancillary other Transaction Documents to which such Seller is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each Seller of this Agreement and any Ancillary other Transaction Document to which such Seller is a party, and the performance by each Seller of its obligations hereunder and thereunder and the consummation by each Seller of the transactions contemplated hereby and thereby, thereby have been duly authorized by all requisite corporate or limited liability company action on the part of each Seller. Without limiting the generality of the foregoing, Seller has obtained the requisite approval of the Board of Directors and of the shareholders of Seller to authorize Seller to enter into this Agreement and sell the Purchased Assets as contemplated pursuant to this Agreement. This Agreement has been duly executed and delivered by each Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller each Seller, enforceable against each Seller in accordance with its terms. When each Ancillary other Transaction Document to which each Seller is or will be a party has been duly executed and delivered by such Seller (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Transaction Document will constitute a legal and binding obligation of such Seller enforceable against it in accordance with its terms.

Authority of Seller. Each Seller has full corporate or limited liability company power and authority to enter into this Agreement and the Ancillary Documents other agreements executed by the parties at the Closing (collectively, the “Transaction Documents”) to which such Seller is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each Seller of this Agreement and any Ancillary other Transaction Document to which such Seller is a party, and the performance by such Seller of its obligations hereunder and thereunder and the consummation by such Seller of the transactions contemplated hereby and thereby, thereby have been duly authorized by all requisite corporate action on the part of such Seller. Without limiting the generality of the foregoing, Seller has obtained the requisite approval of the Board of Directors and of the shareholders of Seller to authorize Seller to enter into this Agreement and sell the Purchased Assets as contemplated pursuant to this Agreement. This Agreement has been duly executed and delivered by each Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of each Seller enforceable against each Seller in accordance with its terms. When each Ancillary other Transaction Document to which each Seller is or will be a party has been duly executed and delivered by such Seller (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Transaction Document will constitute a legal and binding obligation of such Seller enforceable against it in accordance with its terms.

Authority of Seller. Seller has full corporate all requisite municipal power and authority to enter into this Agreement and the Ancillary Documents to which Seller is a party, to carry out its obligations hereunder and thereunder thereunder, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and any Ancillary Document to which Seller is a party, and the performance by Seller of its obligations hereunder and thereunder and the 29 Asset Purchase and Sale Agreement dated as of December 28, 2018 between Municipality of Anchorage and Chugach Electric Association, Inc. consummation by Seller of the transactions contemplated hereby and thereby, thereby have been duly authorized by all requisite corporate action on the part of Seller. Without limiting the generality of the foregoing, Seller has obtained the requisite approval of the Board of Directors and of the shareholders of Seller to authorize Seller to enter into this Agreement and sell the Purchased Assets as contemplated pursuant to this Agreement. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, whether considered in a proceeding at law or in equity. When each Ancillary Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms.

Authority of Seller. The Seller has and the Company have full corporate power and authority to enter into this Agreement and the Ancillary other Transaction Documents to which the Seller is a party, to carry out its their obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Seller of this Agreement and any Ancillary other Transaction Document to which Seller is a party, and the performance by Seller of its obligations hereunder and thereunder and the consummation by the Seller of the transactions contemplated hereby and thereby, thereby have been duly authorized by all requisite corporate action on the part of the Seller. Without limiting the generality of the foregoing, Seller has obtained the requisite approval of the Board of Directors and of the shareholders of Seller to authorize Seller to enter into this Agreement and sell the Purchased Assets as contemplated pursuant to this Agreement. This Agreement has been duly executed and delivered by the Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms. When each Ancillary other Transaction Document to which the Seller is or will be a party has been duly executed and delivered by the applicable Seller (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Transaction Document will constitute a legal and binding obligation of such Seller enforceable against it in accordance with its terms. The Seller has the legal capacity to enter into this Agreement.

Authority of Seller. Such Seller has (i) if such Seller is an individual, the legal capacity and full corporate power and authority to or (ii) if such Seller is Lenco, the limited liability company power and authority to enter into this Agreement and the Ancillary Documents to which such Seller is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by such Seller of this Agreement and any Ancillary Document to which such Seller is a party, and the performance by such Seller of its obligations hereunder and thereunder thereunder, and the consummation by such Seller of the transactions contemplated hereby and thereby, thereby have been duly authorized by all requisite corporate action on the part of Seller. Without limiting the generality of the foregoing, Seller has obtained the requisite approval of the Board of Directors and of the shareholders of Seller to authorize Seller to enter into this Agreement and sell the Purchased Assets as contemplated pursuant to this Agreementauthorized. This Agreement has been duly executed and delivered by such Seller, and (assuming due authorization, execution and delivery by BuyerBuyer and the other Sellers) this Agreement constitutes a legal, valid and binding obligation of such Seller enforceable against such Seller in accordance with its terms. When each other Ancillary Document to which such Seller is or will be a party has been duly executed and delivered by such Seller (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of such Seller enforceable against it in accordance with its terms.

Authority of Seller. Seller has full corporate power and authority to enter into this Agreement and the Ancillary other Transaction Documents to which Seller is a party, to carry out its obligations hereunder and thereunder and and, upon the receipt of the approval of the holders of a majority of the outstanding shares of the Seller's common stock entitled to vote thereon ("Seller Stockholder Approval"), to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and any Ancillary other Transaction Document to which Seller is a party, and the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby, thereby have been duly authorized by all requisite corporate action on the part of Seller. Without limiting the generality of the foregoing, Seller has obtained the requisite approval of the Board of Directors and of the shareholders of subject to Seller to authorize Seller to enter into this Agreement and sell the Purchased Assets as contemplated pursuant to this AgreementStockholder Approval. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms. When each Ancillary other Transaction Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Transaction Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms.

Authority of Seller. Seller has full corporate power and authority to enter into this Agreement and the Ancillary other Transaction Documents to which Seller it is a party, to carry out its obligations hereunder and thereunder thereunder, and to consummate the transactions Transactions contemplated hereby and therebyby the other Transaction Documents to which it is a party. The execution and delivery by Seller of this Agreement and any Ancillary other Transaction Document to which Seller it is a party, and the performance by Seller it of its obligations hereunder and thereunder thereunder, and the consummation by Seller it of the transactions Transactions contemplated hereby and thereby, by the Transaction Documents to which it is a party have been duly and validly authorized by all requisite corporate action on the part of Seller. Without limiting the generality of the foregoing, Seller has obtained the requisite approval of the Board of Directors and of the shareholders of Seller to authorize Seller to enter into this Agreement and sell the Purchased Assets as contemplated pursuant to this Agreement. This Agreement has been duly and validly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) Parent and the Buyers), this Agreement constitutes a legal, valid valid, and binding obligation of Seller enforceable against Seller it in accordance with its terms. When each Ancillary other Transaction Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Transaction Document will constitute a legal and binding obligation of Seller Seller, enforceable against it in accordance with its terms.

Authority of Seller. Each of the Seller Parties has full corporate power and authority to enter into this Agreement and the Ancillary Transaction Documents to which Seller it is a party, to carry out each of its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each of the Seller Parties of this Agreement and any Ancillary Transaction Document to which Seller it is a party, and the performance by each of the Seller Parties of its obligations hereunder and thereunder and the consummation by each of the Seller Parties of the transactions contemplated hereby and thereby, thereby have been duly authorized by all requisite corporate action on the part of Seller. Without limiting the generality each of the foregoing, Seller has obtained the requisite approval of the Board of Directors and of the shareholders of Seller to authorize Seller to enter into this Agreement and sell the Purchased Assets as contemplated pursuant to this AgreementParties. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyereach other party hereto) this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms. When each Ancillary Transaction Document to which a Seller Party is or will be a party has been duly executed and delivered by such Seller Party (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Transaction Document will constitute a legal and binding obligation of such Seller Party enforceable against it in accordance with its terms.

Authority of Seller. The execution and delivery by Seller has full corporate power and authority to enter into of this Agreement and the Ancillary Documents to which Seller is a party, to carry out its the performance of the obligations of Seller contemplated hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action, subject to the approval of the Bankruptcy Court, and no other limited liability company action on the part of Seller is necessary to authorize the execution and delivery by Seller of this Agreement and the Ancillary Documents to which Seller is a party, the performance of the obligations of Seller contemplated hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby. Seller has the right and all power, authority, and legal capacity to enter into and perform its obligations under this Agreement and the Ancillary Documents to which Seller is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this This Agreement and any each of the Ancillary Document Documents to which Seller is a party, and the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby, have been duly authorized by all requisite corporate action on the part of Seller. Without limiting the generality of the foregoing, Seller has obtained the requisite approval of the Board of Directors and of the shareholders of Seller to authorize Seller to enter into this Agreement and sell the Purchased Assets as contemplated pursuant to this Agreement. This Agreement party has been duly and validly executed and delivered by Seller, Seller and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a the legal, valid and binding obligation agreement of Seller Seller, enforceable against Seller in accordance with its terms. When each Ancillary Document , subject to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation the approval of Seller enforceable against it in accordance with its termsthe Bankruptcy Court through the terms of the Sale Order.

Authority of Seller. Seller has full corporate power and authority to enter into this Agreement and the Ancillary Documents each Transaction Document to which Seller it is a party, to carry out perform its obligations hereunder and thereunder and to consummate carry out the transactions contemplated hereby and thereby. The execution Seller has taken all corporate and delivery other action necessary to be taken by Seller it to authorize the execution, delivery, and performance of this Agreement and any Ancillary each Transaction Document to which it is a party, and no further corporate, shareholder or other action or proceeding on the part of Seller is necessary to authorize this Agreement and each Transaction Document to which it is a party or consummate the transactions contemplated hereby or thereby. This Agreement and each Transaction Document to which Seller is a party, and the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby, have been duly authorized by all requisite corporate action on the part of Seller. Without limiting the generality of the foregoing, Seller has obtained the requisite approval of the Board of Directors and of the shareholders of Seller to authorize Seller to enter into this Agreement and sell the Purchased Assets as contemplated pursuant to this Agreement. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms. When each Ancillary Document to which Seller is or will be a party has been (or, when executed and delivered, will be) duly executed and delivered by Seller and is (assuming due authorizationor, execution when executed and delivery by each other party thereto)delivered, such Ancillary Document will constitute constitute) a legal valid and legally binding agreement and obligation of Seller Seller, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar Requirements of Law of general application relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exceptions”).

Authority of Seller. Seller Each of RMS, the Operating Subsidiaries and any other entity selling or assigning Purchased Assets pursuant to this Agreement has full corporate limited liability company power and authority to enter into this Agreement and the Ancillary Documents to which Seller each of them is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller each such entity of this Agreement and any Ancillary Document to which Seller it is a party, and the performance by Seller such entity of its obligations hereunder and thereunder and the consummation by Seller such entity of the transactions contemplated hereby and thereby, thereby have been duly authorized by all requisite corporate action on the part of Sellersuch entity. Without limiting The sole shareholder of RMS has approved the generality transactions contemplated hereby and no shareholder of RMS has any statutory right to dissent or right of appraisal arising out of the foregoing, Seller has obtained the requisite approval of the Board of Directors and of the shareholders of Seller to authorize Seller to enter into this Agreement and sell the Purchased Assets as transactions contemplated pursuant to this Agreementhereby. This Agreement has been duly executed and delivered by SellerRMS, the Operating Subsidiaries and any other entity selling or assigning Purchased Assets pursuant to this Agreement, and (assuming due authorization, execution and delivery by BuyerBuyer and Medovex) this Agreement constitutes a legal, valid and binding obligation of Seller each of them enforceable against Seller each of them in accordance with its terms. When each Ancillary Document to which Seller RMS, the Operating Subsidiaries and any other entity selling or assigning Purchased Assets pursuant to this Agreement is or will be a party has been duly executed and delivered by Seller them (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of Seller each of them enforceable against it each of them in accordance with its terms.