Authority of the Seller. (a) The Seller has full legal capacity, right, power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby; (b) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action taken on the part of the Seller and no other corporate proceedings on the part of the Seller is necessary to authorize this Agreement or to consummate the transactions contemplated hereby; and (c) that this Agreement has been duly and validly executed and delivered by the Seller and constitutes a valid and binding obligation of the Seller, enforceable against it in accordance with its terms.
Authority of the Seller. The Seller has full power and authority to enter into this Agreement and to perform the Seller's obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Seller and constitutes a valid and legally binding obligation of the Seller enforceable against the Seller in accordance with its terms, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors' rights generally and by general equitable principles.
Authority of the Seller. The execution and delivery by the Seller of the Agreement and the performance by the Seller of its obligations hereunder, have been duly and validly authorized by all requisite corporate action on the part of the Seller. The Agreement, when executed and delivered, will be legally valid and binding obligations of the Seller, enforceable against the Seller in accordance with their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and general principles of equity that restrict the availability of equitable remedies. To the Seller's knowledge, the execution and delivery of the Agreement by the Seller and the performance by the Seller of its obligations hereunder do not, and will not at any time Purchaser delivers a Purchase Notice, (i) conflict with or violate the provisions of the Seller's Charter or Bylaws, (ii) require on the part of the Seller any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, (iii) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, lien, encumbrance or other arrangement to which the Seller is a party or by which Seller is bound or to which the Seller's assets are subject, (iv) result in the imposition of any security interest upon any assets of the Seller or (v) violate or contravene any United States federal or state statute, rule or regulation or any order, writ, judgment, injunction, decree, determination or award.
Authority of the Seller. The Seller has the power and authority to enter into and perform his obligations under this Agreement and the Option and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the Seller.
Authority of the Seller. The Seller has all necessary corporate power and authority and has taken all actions necessary to enter into this Agreement, to execute and deliver the Related Agreements to which it is or will be a party and carry out the transactions contemplated hereby and by the Related Agreements to which it is or will be a party. The board of directors of the Seller has taken all action required by Law and the Charter Documents of the Seller and otherwise to be taken by it to duly authorize (i) the execution and delivery of this Agreement and the Related Agreements to which it is or will be a party and (ii) the consummation of the transactions contemplated hereby and by the Related Agreements to which it is or will be a party. No other corporate proceedings on the part of the Seller are necessary to authorize this Agreement and the Related Agreements and the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by the Seller and, when executed and delivered by the Acquiror, will constitute a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms. When executed and delivered by the Seller, each Related Agreement will constitute a legal, valid and binding obligation of the Seller enforceable against it in accordance with its terms. Notwithstanding the matters set forth in this Section 6.2, the enforceability of this Agreement and the Related Agreements may be limited by principles of public policy and the rules of law governing specific performance, injunctive relief or other equitable remedies.
Authority of the Seller. This Agreement, upon execution and delivery in accordance with its terms, will represent the valid, binding and enforceable obligations of the Seller in accordance with its terms.
Authority of the Seller. The Seller has the corporate power and corporate authority to execute, deliver and perform (or cause to be executed, delivered and performed) this Agreement and each Seller Transaction Agreement. The execution, delivery and performance of this Agreement and each Seller Transaction Agreement by the Seller has been duly authorized and approved by all necessary corporate action. This Agreement has been duly authorized, executed and delivered by the Seller and (assuming the valid authorization, execution and delivery of this Agreement by the Buyer) is the legal, valid and binding obligation of the Seller, enforceable in accordance with its terms, and each Seller Transaction Agreement has been duly authorized by the Seller, and upon execution and delivery by the Seller (or its applicable Affiliate), shall be (assuming the valid authorization, execution and delivery by each other party thereto) the legal, valid and binding obligation of the Seller, enforceable in accordance with its terms, in each case subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ rights and to general equity principles (regardless of whether considered in a proceeding in equity or at law).
Authority of the Seller. Such Seller has full power, authority, and legal capacity to enter into this Agreement and the other and documents required to be delivered in connection with this Agreement or at the Closing (collectively, the “Transaction Documents”) to which such Seller is a party, to carry out such Seller’s 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 other Transaction Document to which such Seller is a party, the performance by such Seller of such Seller’s obligations hereunder and thereunder, and the consummation by such Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of such Seller. This Agreement and each Transaction Document to which such Seller is a party constitute legal, valid, and binding obligations of such Seller enforceable against such Seller in accordance with their respective terms.
Authority of the Seller. Each of the Parent and EyeLock Sub has full company or corporate power and authority to enter into this Agreement and the other Transaction Documents to which it 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 of the Parent and EyeLock Sub of this Agreement and any other Transaction Document to which it is a party, the performance by each of them of its obligations hereunder and thereunder and the consummation by the Parent and EyeLock Sub of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Parent and EyeLock Sub, respectively. This Agreement has been duly executed and delivered by each of the Parent and EyeLock Sub, and (assuming due authorization, execution and delivery by each of them) this Agreement constitutes a legal, valid and binding obligation of each of the Parent and EyeLock Sub enforceable against each of them in accordance with its terms. When each other Transaction Document to which the Parent or EyeLock Sub is or will be a party has been duly executed and delivered by either of them (assuming due authorization, execution and delivery by each other party thereto other than the Parent or EyeLock Sub), such Transaction Document will constitute a legal and binding obligation of the Parent or EyeLock Sub, as applicable, enforceable against it in accordance with its terms.
Authority of the Seller. The Seller is an individual citizen of the state of Wisconsin. The Seller has full power and authority to own or lease his properties; to carry on all business activities now conducted by him; to execute and deliver this Agreement and all agreements and instruments to be executed and delivered by Seller pursuant to this Agreement (collectively, the "Ancillary Agreements"); and to perform his obligations hereunder and thereunder. This Agreement and the Ancillary Agreements constitute the valid and legally binding obligation of the Seller, enforceable in accordance with their respective terms and conditions.
