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 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 full personal power and authority to enter into this Agreement and to carry out the transactions contemplated hereby, and this Agreement has been duly executed and delivered by such Seller and constitutes the legal, valid and binding obligations of such Seller and this Agreement is upon due execution and delivery by the respective parties thereto, a valid and binding obligation of the Seller enforceable in accordance with its terms. Except as set forth in a list furnished by the Seller to the Bank (the "Company Conflicts and Consents List"), neither the execution and delivery by the Seller of this Agreement the consummation of the transactions contemplated herein or therein, nor compliance by the Seller or the Company with any of the provisions hereof or thereof, will: (a) conflict with or result in a breach of any provision of the Company's Articles of Incorporation, as amended, or Bylaws, as amended; (b) constitute a breach of or result in a default (or give rise to any rights of termination, cancellation or acceleration, or any right to acquire any securities or assets) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, franchise, license, permit, agreement or other instrument or obligation to which the Company or the Seller is a party, or by which the Company or the Seller or any of their respective properties or assets is bound; (c) result in the creation or imposition of any Encumbrance on any of the properties or assets of the Company or the Shares or; (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its properties or assets or (e) permit the acceleration of the maturity of any indebtedness of the Company or any indebtedness secured by any of the Company assets or the Shares. Except as set forth in the Company Conflicts and Consents List, no consent of, approval of, notice to or filing with any Governmental Entity having jurisdiction over any aspect of the business or assets of the Company, and no consent of, approval of or notice to any other Person, is required in connection with the execution and delivery by the Seller of this Agreement or the consummation of the transactions contemplated hereby.
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.
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 natural person with full and all necessary power and authority to enter into this Agreement, to perform and carry out his obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Seller, and (assuming due authorization, execution and delivery by the Purchaser) this Agreement constitutes legal, valid and binding obligations of the Seller, enforceable against the Seller in accordance with its terms except as such enforceability may be limited under applicable bankruptcy, insolvency, fraudulent transfer, reorganization or similar laws of general applicability relating to or affecting creditors’ rights to general equitable principles.
