Common use of Authority of Sellers Clause in Contracts

Authority of Sellers. The Seller Parties have full power and authority to enter into this Agreement, the Escrow Agreement and such other Ancillary Documents to which such respective Seller Party is a party, to carry out their respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Seller Parties of this Agreement, the Escrow Agreement and such other Ancillary Documents to which such respective Seller Party is a party, the performance by the Seller Parties of their respective obligations hereunder and thereunder, and the consummation by Seller Parties of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of Sellers. This Agreement and any Ancillary Document to which such Seller Party is a party has been duly executed and delivered by each Seller Party, and (assuming due authorization, execution and delivery by Buyer) this Agreement and any Ancillary Document to which such Seller Party is a party constitutes a legal, valid and binding obligation of such Seller Party enforceable against such Seller Party in accordance with its terms.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Gse Systems Inc), Membership Interest Purchase Agreement (Gse Systems Inc)

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Authority of Sellers. The Each Seller Parties have has full corporate or partnership power and authority to enter into this Agreement, the Escrow Agreement and such the other Ancillary Transaction Documents to which such respective Seller Party is a party, to carry out their respective its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the each Seller Parties of this Agreement, the Escrow Agreement and such any other Ancillary Documents Transaction Document to which such respective Seller Party is a party, the performance by the each Seller Parties of their respective its obligations hereunder and thereunder, thereunder and the consummation by such Seller Parties of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Sellerssuch Seller. This Agreement and any Ancillary Document to which such Seller Party is a party has been duly executed and delivered by each Seller PartySeller, and (assuming due authorization, execution and delivery by Buyer) this Agreement and any Ancillary Document to which such Seller Party is a party constitutes a legal, valid and binding obligation of each Seller enforceable against each Seller in accordance with its terms. When each other Transaction Document to which a Seller 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 Transaction Document will constitute a legal and binding obligation of such Seller enforceable against such Seller Party it in accordance with its terms.

Appears in 1 contract

Samples: Asset Purchase Agreement (Kirby Corp)

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Authority of Sellers. The Each Seller Parties have has full corporate company power and authority to enter into this Agreement, the Escrow Agreement and such other the Ancillary Documents to which each such respective Seller Party is a party, to carry out their respective its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the each Seller Parties of this Agreement, the Escrow Agreement and such other any Ancillary Documents Document to which such respective a Seller Party is a party, the performance by the each such Seller Parties of their respective its obligations hereunder and thereunder, thereunder and the consummation by each Seller Parties of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of Sellerseach Seller. This Agreement and any Ancillary Document to which such Seller Party is a party has been duly executed and delivered by each Seller PartySeller, and (assuming due authorization, execution and delivery by Buyer) this Agreement and any Ancillary Document to which such Seller Party is a party constitutes a legal, valid and binding obligation of each Seller enforceable against each Seller in accordance with its terms. When each Ancillary Document to which a Seller is or will be a party has been duly executed and delivered by a 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 Party enforceable against such Seller Party it in accordance with its terms.

Appears in 1 contract

Samples: Asset Purchase Agreement (Continental Materials Corp)

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