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 his 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 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 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. (a) The Seller has full right, authority and power to enter into this Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of the Seller pursuant to or as contemplated by this Agreement and to carry out the transactions contemplated hereby and thereby. This Agreement and each agreement, document and instrument to be executed and delivered by the Seller or by the Company pursuant to or as contemplated by this Agreement (to the extent it contains obligations to be performed by the Seller and/or the Company) constitutes, or when executed and delivered will constitute, valid and binding obligations of the Seller or the Company enforceable in accordance with their respective terms, subject to the terms hereof. The execution, delivery and performance by the Seller of this Agreement and each such agreement, document and instrument:
(i) do not and will not violate any provision of the Certificate of Incorporation or bylaws of the Company;
(ii) do not and will not violate any laws of the United States, or any state or other jurisdiction applicable to the Seller or require the Seller to obtain any approval, consent or waiver of, or make any filing with, any federal, state, local or foreign governmental body, agency or official that has not been obtained or made; and
(iii) do not and will not result in a breach of, constitute a default under, accelerate any obligation under or give rise to a right of termination of any indenture or loan or credit agreement or any other agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award to which the Seller or the Company is a party or by which the property of the Seller or the Company is bound or to which the property of the Seller or the Company is subject or result in the creation or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance on any of the assets or properties of the Seller or the Company.
Authority of the Seller. Except as otherwise disclosed to the Purchaser:
(i) The Seller has full power and authority to enter into and perform this Agreement and the provisions of this Agreement, when executed, will constitute valid and binding obligations on the Seller, in accordance with its terms;
(ii) The execution and delivery of, and the performance by the Seller of its obligations under, this Agreement will not result in a breach of any order, judgment or decree of any court or governmental agency to which any Seller is a party or by which it is bound;
(iii) None of the Seller or any of its agents or advisers is aware of any fact or matter which would or may constitute a breach of any of the Seller's Warranties.
Authority of the Seller. The Seller is a corporation duly organized, validly existing and before the Closing will be in good standing under the laws of the State of Nevada. The Seller has full corporate power and authority to execute and deliver the Transaction Documents, and the execution and delivery by the Seller of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Seller, including the consent or approval of the holders of the requisite majority(ies) of the Seller's common stock and each other class and series of equity securities of the Seller. This Agreement constitutes, and the other Transaction Documents when executed and delivered by the parties thereto will constitute, the legal, valid and binding obligations of the Seller enforceable against the Seller in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, moratorium, or similar laws from time to time in effect which affect creditors' rights generally and by legal and equitable limitations on the enforceability of specific remedies.
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.
