Authority to Effect Transactions. (a) Seller and Stockholders -------------------------------- have all requisite power and authority to execute, deliver and perform this Agreement and all of Seller's Closing Documents. All necessary corporate action (including, without limitation, action by Stockholders) on the part of Seller has been duly taken to authorize the execution, delivery and performance by Seller of this Agreement and all of Seller's Closing Documents. This Agreement has been duly authorized, executed and delivered by Seller, has been duly executed and delivered by Stockholders, and is the legal, valid and binding obligation of Seller and Stockholders, enforceable against Seller and Stockholders in accordance with its terms. Each of Seller's Closing Documents has been duly authorized by Seller and, upon execution and delivery by Seller, as contemplated hereby, will be the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms.
Authority to Effect Transactions. (a) Seller has all requisite power and authority to execute, deliver and perform this Agreement and all of Seller's closing documents ("Seller's Closing Documents"). All necessary corporate action on the part of Seller has been or will be prior to the Closing Date duly taken to authorize the execution, delivery and performance by Seller of this Agreement and all of Seller's Closing Documents. This Agreement and each of Seller's Closing Documents has been duly authorized, executed and delivered by Seller and is the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms except (x) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally, and (y) to the extent that such enforceability is subject to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law).
Authority to Effect Transactions. (a) Buyer has all requisite power and authority to execute, deliver and perform this Agreement and Buyer's closing documents ("Buyer's Closing Documents"). This Agreement has been duly authorized, executed and delivered by Buyer and is the legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms. Buyer's Closing Documents have been duly authorized by Buyer and, upon execution and delivery by Buyer as contemplated hereby, will be the legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with its terms.
Authority to Effect Transactions. (a) Each of Buyer and MRI has -------------------------------- all requisite corporate power and authority to execute, deliver and perform this Agreement and Buyer's Closing Documents. All necessary corporate action on the part of Buyer and MRI has been duly taken to authorize the execution, delivery and performance of this Agreement and Buyer's Closing Documents. This Agreement has been duly authorized, executed and delivered by Buyer and MRI, and is the legal, valid and binding obligation of Buyer and MRI enforceable against Buyer and MRI in accordance with its terms. Buyer's Closing Documents have been duly authorized by Buyer and, upon execution and delivery by Buyer as contemplated hereby, will be the legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their terms. The Closing Shares, when issued pursuant to the terms hereof, shall be duly and validly issued and fully paid and non-assessable and free from all taxes, liens and charges with respect to the issue thereof.
Authority to Effect Transactions. (a) Each of the Seller and -------------------------------- Stockholder has all requisite power and authority to execute, deliver and perform this Agreement and all of the Seller's Closing Documents. All necessary corporate action on the part of the Seller has been or will be prior to the Closing Date duly taken to authorize the execution, delivery and performance by the Seller of this Agreement and all of the Seller's Closing Documents. This Agreement has been duly authorized, executed and delivered by the Seller, has been duly executed and delivered by Stockholder, and is the legal, valid and binding obligation of each of the Seller and Stockholder, enforceable against each of the Seller and Stockholder in accordance with its terms except (x) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally, and (y) to the extent that such enforceability is subject to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). Each of the Seller's Closing Documents has been duly authorized by the Seller or the Stockholder, as appropriate, and, upon execution and delivery by the Seller and Stockholder, as contemplated hereby, will be the legal, valid and binding obligations of each of the Seller and Stockholder, enforceable against each of the Seller and Stockholder in accordance with its terms except (x) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally, and (y) to the extent that such enforceability is subject to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law).
Authority to Effect Transactions. (a) Buyer has all requisite -------------------------------- corporate power and authority to execute, deliver and perform this Agreement and Buyer's Closing Documents. All necessary corporate action on the part of Buyer has been duly taken to authorize the execution, delivery and performance of this Agreement and Buyer's Closing Documents. This Agreement has been duly authorized, executed and delivered by Buyer, and is the legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms. Buyer's Closing Documents have been duly authorized by Buyer and, upon execution and delivery by Buyer as contemplated hereby, will be the legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their terms.
Authority to Effect Transactions. (a) Each of Buyer and MRI has all -------------------------------- requisite corporate power and authority to execute, deliver and perform this Agreement and Buyer's Closing Documents. All necessary corporate action on the part of Buyer and MRI has been duly taken to authorize the execution, delivery and performance of this Agreement and Buyer's Closing Documents. This Agreement has been duly authorized, executed and delivered by Buyer and MRI, and is the legal, valid and binding obligation of Buyer and MRI enforceable against Buyer and MRI in accordance with its terms. Buyer's Closing Documents have been duly authorized by Buyer and, upon execution and delivery by Buyer as contemplated hereby, will be the legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their terms.
Authority to Effect Transactions. (a) Each of MRI and Buyer has -------------------------------- all requisite corporate power and authority to execute, deliver and perform this Agreement and Buyer's Closing Documents. All necessary corporate action on the part of each of MRI and Buyer, to the extent applicable, has been duly taken to authorize the execution, delivery and performance of this Agreement and Buyer's Closing Documents. To the extent applicable, this Agreement has been duly authorized, executed and delivered by Buyer and MRI, and is the legal, valid and binding obligation of Buyer and MRI enforceable against Buyer and MRI in accordance with its terms. Buyer's Closing Documents have been duly authorized by Buyer and, upon execution and delivery by Buyer as contemplated hereby, will be the legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their terms.
Authority to Effect Transactions. (a) Seller has all requisite corporate power and authority to execute, deliver and perform this Agreement and all of Seller's Closing Documents. All necessary corporate action on the part of Seller has been duly taken to authorize the execution, delivery and performance by Seller of this Agreement and all of Seller's Closing Documents. This Agreement has been duly authorized, executed and delivered by Seller and is the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms. Each of Seller's Closing Documents has been duly authorized by Seller and, upon execution and delivery by Seller and the other parties thereto, as contemplated hereby, will be the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms.
Authority to Effect Transactions. (a) Each of Buyer and Medical -------------------------------- Resources, to the extent applicable, has all requisite corporate power and authority to execute, deliver and perform this Agreement and Buyer's Closing Documents. All necessary corporate actions on the part of Buyer and Medical Resources have been duly taken to authorize the execution, delivery and performance of this Agreement and Buyer's Closing Documents. This Agreement has been duly authorized, executed and delivered by Buyer and Medical Resources and is the legal, valid and binding obligation each of Buyer and Medical Resources enforceable against Buyer and Medical Resources in accordance with its terms. Buyer's Closing Documents have been duly authorized by Buyer and, upon execution and delivery by Buyer and the other parties thereto, as contemplated hereby, will be the legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their terms.
