Authority to Perform Agreement. The execution, delivery and ------------------------------ performance of this Agreement has been duly authorized by all necessary corporate action, and does not constitute a breach by the warranting party of its organizational documents or of any contract or agreement to which the warranting party is a party or by which the warranting party or its assets are bound.
Authority to Perform Agreement. Purchaser has the corporate power to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement, the payments provided for herein, and the consummation of transactions contemplated hereby, have been duly authorized by Purchaser's board of directors, and no other corporate proceeding on the part of Purchaser is necessary to authorize Purchaser's officers to perform this Agreement and the transactions contemplated herein.
Authority to Perform Agreement. Seller has the corporate power and authority to enter into, to perform the obligations by Seller under, and to consummate the transactions and other acts contemplated by this Agreement. The execution, delivery and performance of this Agreement by Seller and the transfer, conveyance, assignment and delivery of the Purchased Assets and the other transactions contemplated in this Agreement have or will have at Closing been duly and validly authorized and approved-by all requisite corporate action, including all required approvals of Seller's directors. This Agreement constitutes the valid and binding obligation of Seller, enforceable in accordance with its terms. Neither the execution nor the delivery of this Agreement, nor the consummation of the transactions contemplated by this Agreement, nor the compliance with or fulfillment of the terms and provisions of this Agreement will: (i) violate or conflict with the provisions of Seller's Certificate of Incorporation or Bylaws; (ii) violate, conflict with or constitute a breach of or default under the provisions of any indenture, agreement, judgment, decree, order, governmental permit or license, or other instrument to which Seller is a party or by which Seller is bound;,(iii) result in the imposition of any lien, charge or encumbrance on the Purchased Assets other than solely as a result of Buyer's financing; or (iv) require any affirmative approval, consent, authorization or other order, or action of any court, governmental authority or regulatory body or of any creditor of Seller except as specifically contemplated by this Agreement. Provided, however, that if any such consent or other action is required Seller shall use reasonable efforts to obtain such consent by Closing. Seller shall also procure the consent Of customers to the disclosure of data covered by confidentiality agreements.
Authority to Perform Agreement. Change Feng hereby represents and ------------------------------ warrants to Positron that it possesses (i) a valid current business license issued by the Beijing State Administration for Industry and Commerce, a copy of which shall be provided to Positron contemporaneously with the execution of this Agreement, (ii) all requisite import/export authority from PRC governmental authorities necessary for the performance by Xxxxx Feng of its obligations under this Agreement, and (iii) all requisite authority from PRC governmental authorities to deal in foreign exchange and process payments for the Products.
Authority to Perform Agreement. (a) The Corporation and the Shareholders (i) have all requisite right, power, legal capacity and authority to enter into, and perform their respective obligations under, this Agreement and (ii) have taken all requisite corporate and other actions necessary to enter into and perform their respective obligations under this Agreement.
(b) The Purchased Shares are (i) validly issued, fully paid and nonassessable, (ii) free of any liens or encumbrances and (iii) not subject to any preemptire rights or any rights of first refusal.
(c) This Agreement has been duly executed and delivered by the Corporation and each of the Shareholders and constitutes a valid and binding obligation of the Corporation and each of the Shareholders, enforceable against each of them in accordance with its terms except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application relating to or affecting enforcement of creditors' rights.
(d) The execution, delivery and performance of this Agreement by the Corporation and each of the Shareholders does not (i) violate any provision of law or any order of any court or other agency of government (ii) require the consent, approval or authorization of, or filing with, any governmental authority on the part of the Corporation, or (iii) conflict with, result in a breach or termination of, constitute (with due notice or lapse of time or both) a default under, result in the creation of a lien, security interest, charge or encumbrance upon any of the properties or assets of the Corporation or the Subsidiary under, or otherwise give any other contracting party the legal right to terminate, the Articles of Incorporation or Bylaws of the Corporation or the Subsidiary or any indenture, mortgage, lease, contract or other agreement or instrument to which the Corporation or the Subsidiary is a party or by which it or any of its properties or assets are bound or affected.
Authority to Perform Agreement. (a) The Purchaser (i) has all requisite right, power, legal capacity and authority to enter into, and perform its obligations under this Agreement, and (ii) has taken all requisite corporate and other actions necessary to enter into and perform its obligations under this Agreement.
(b) The execution, delivery and performance of this Agreement by the Purchaser does not (i) violate any provision of law or any order of any court or other agency of government or (ii) require the consent, approval or authorization of, or filing with, any governmental authority on the part of the Purchaser.
Authority to Perform Agreement. Applicant represents that Applicant (a) has read this Agreement and fully understands its contents, and
Authority to Perform Agreement. The Company has the corporate power to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by its Board of Directors, and no other corporate proceedings on the part of the Company are necessary to authorize its officers to perform this Agreement and the transactions contemplated herein. 3
Authority to Perform Agreement. INBI has the corporate power to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by its Board of Directors, and no other corporate proceedings on the part of INBI are necessary to authorize its officers to perform this Agreement and the transactions contemplated herein.
Authority to Perform Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the Board of Directors of Vivid. No other corporate proceedings on the part of Vivid are necessary to authorize its officers to perform this Agreement. The execution and performance of this Agreement by Vivid does not violate, or result in a breach of, or constitute a default under, any judgment, order, or decree to which Vivid may be subject, nor does such execution or performance violate any provision of the Articles of Incorporation or Bylaws of Vivid.
