Common use of Authority to Sell Clause in Contracts

Authority to Sell. (a) The Sellers have the capacity to execute, deliver, and perform this Agreement. This Agreement has been duly executed and delivered by the Sellers, is the legal, valid, and binding obligation of the Sellers and is enforceable as to them in accordance with its terms. Neither of the Sellers is under any contractual restriction or obligation which is inconsistent with the execution and performance of this Agreement. Neither of the Sellers has any knowledge of any consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any federal, state, local, or other governmental authority or any court or other tribunal that is required by the Companies or the Sellers for the execution, delivery, or performance of this Agreement by the Sellers. (b) Except as disclosed in Schedule 2.11(b), no consent of any party to any material lease, license, distribution, agency, consulting, employment, financing, lending, installment sale or conditional sale, security, pledge, guarantee, or other agreement, arrangement, or understanding to which the Companies or the Sellers are a party, or to which any of their or his properties or assets are subject, is required for the execution, delivery, or performance of this Agreement. Neither the Companies nor the Sellers have made any agreement or understanding not approved in writing by the Purchaser as a condition for obtaining any consent, authorization, approval, order, license, certificate, or permit required for the consummation of the transactions contemplated by this Agreement. The execution, delivery, and performance of this Agreement by the Sellers will not violate, result in a breach of, conflict with, or (with or without the giving of notice or the passage of time or both) entitle any party to terminate or call a default under such lease, license, distribution, agency, consulting, employment, financing, lending, installment sale or conditional sale, security, pledge, guarantee, or other agreement, or understanding, or violate or result in a breach of any term of the Articles of Incorporation (or other charter document) or by-laws of the Companies or, to the Sellers' knowledge, violate, result in a breach of, or conflict with any material law, rule, regulation, order, judgment, or decree binding on the Companies, or to which any of their operations, business, properties, or assets are subject.

Authority to Sell. (a) The Sellers Acquired Corporation and Seller have the capacity all requisite power and authority to execute, deliver, and perform this Agreement. All necessary corporate proceedings of Acquired Corporation have been duly taken to authorize the execution, delivery, and performance of this Agreement by Acquired Corporation. This Agreement has been duly authorized, executed, and delivered by Acquired Corporation, has been duly executed and delivered by the SellersSeller, is constitutes the legal, valid, and binding obligation of the Sellers Acquired Corporation and Seller, and is enforceable as to them in accordance with its terms. Neither of the Sellers is under any contractual restriction or obligation which is inconsistent with the execution and performance of this Agreement. Neither of the Sellers has any knowledge of any No consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any federal, state, local, or other governmental authority or any court or other tribunal that is required by the Companies Acquired Corporation or the Sellers any Seller for the execution, delivery, or performance of this Agreement by the Sellers. (b) Except as disclosed in Schedule 2.11(b), no Acquired Corporation or any Seller. No consent of any party to any material contract, agreement, instrument, lease, license, distribution, agency, consulting, employment, financing, lending, installment sale or conditional sale, security, pledge, guarantee, or other agreement, arrangement, or understanding to which the Companies Acquired Corporation or the Sellers are any Seller is a party, or to which it or he or any of their its or his properties respective businesses, properties, or assets are subject, is required for the execution, delivery, or performance of this Agreement. Neither ; and the Companies nor the Sellers have made any agreement or understanding not approved in writing by the Purchaser as a condition for obtaining any consent, authorization, approval, order, license, certificate, or permit required for the consummation of the transactions contemplated by this Agreement. The execution, delivery, and performance of this Agreement by the Sellers will not violate, result in a breach of, conflict with, or (with or without the giving of notice or the passage of time or both) entitle any party to terminate or call a default under under, entitle any party to rights and privileges that such party was not receiving or entitled to receive immediately before this Agreement was executed under, or create any obligation on the part of Acquired Corporation that it was not paying or obligated to pay immediately before this Agreement was executed under, any term of any such contract, agreement, instrument, lease, license, distribution, agency, consulting, employment, financing, lending, installment sale or conditional sale, security, pledge, guarantee, or other agreementarrangement, or understanding, or violate or result in a breach of any term of the Articles certificate of Incorporation incorporation (or other charter document) or by-laws of the Companies or, to the Sellers' knowledge, Acquired Corporation or violate, result in a breach of, or conflict with any material law, rule, regulation, order, judgment, or decree binding on the Companies, Acquired Corporation or any Seller or to which it or he or any of their operations, businessits or his respective businesses, properties, or assets are subject. Upon the Closing, Purchaser will have good title to all the capital stock of Acquired Corporation, free and clear of all liens, security interests, pledges, charges, encumbrances, stockholders' agreements, and voting trusts.

Authority to Sell. (a) The Sellers Acquired Corporation and Seller have the capacity all requisite power and authority to execute, deliver, and perform this Agreement. All necessary corporate proceedings of Acquired Corporation have been duly taken to authorize the execution, delivery, and performance of this Agreement by Acquired Corporation. This Agreement has been duly authorized, executed, and delivered by Acquired Corporation, has been duly executed and delivered by the SellersSeller, is constitutes the legal, valid, and binding obligation of the Sellers Acquired Corporation and Seller, and is enforceable as to them in accordance with its termsterms except to the extent that such enforceability (a) may be limited by bankruptcy, insolvency, or other similar laws relating to creditors' right generally, and (b) is subject to general principles of equity. Neither of the Sellers is under any contractual restriction or obligation which is inconsistent with the execution and performance of this Agreement. Neither of the Sellers has any knowledge of any No consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any federal, state, local, or other governmental authority or any court or other tribunal that is required by the Companies Acquired Corporation or the Sellers any Seller for the execution, delivery, or performance of this Agreement by the Sellers. (b) Except as disclosed in Schedule 2.11(b), no Acquired Corporation or any Seller. No consent of any party to any material contract, agreement, instrument, lease, license, distribution, agency, consulting, employment, financing, lending, installment sale or conditional sale, security, pledge, guarantee, or other agreement, arrangement, or understanding to which the Companies Acquired Corporation or the Sellers are any Seller is a party, or to which it or he or any of their its or his properties respective businesses, properties, or assets are subject, is required for the execution, delivery, or performance of this Agreement. Neither ; and the Companies nor the Sellers have made any agreement or understanding not approved in writing by the Purchaser as a condition for obtaining any consent, authorization, approval, order, license, certificate, or permit required for the consummation of the transactions contemplated by this Agreement. The execution, delivery, and performance of this Agreement by the Sellers will not violate, result in a breach of, conflict with, or (with or without the giving of notice or the passage of time or both) entitle any party to terminate or call a default under under, entitle any party to rights and privileges that such party was not receiving or entitled to receive immediately before this Agreement was executed under, or create any obligation on the part of Acquired Corporation that it was not paying or obligated to pay immediately before this Agreement was executed under, any term of any such contract, agreement, instrument, lease, license, distribution, agency, consulting, employment, financing, lending, installment sale or conditional sale, security, pledge, guarantee, or other agreementarrangement, or understanding, or violate or result in a breach of any term of the Articles certificate of Incorporation incorporation (or other charter document) or by-laws of the Companies or, to the Sellers' knowledge, Acquired Corporation or violate, result in a breach of, or conflict with any material law, rule, regulation, order, judgment, or decree binding on the Companies, Acquired Corporation or any Seller or to which it or he or any of their operations, businessits or his respective businesses, properties, or assets are subject. Upon the Closing, Purchaser will have good title to all the capital stock of Acquired Corporation, free and clear of all liens, security interests, pledges, charges, encumbrances, stockholders' agreements, and voting trusts.

Authority to Sell. (a) The Sellers have Seller has the capacity to execute, deliver, and perform this Agreement. This Agreement has been duly executed and delivered by the SellersSeller, is the legal, valid, and binding obligation of the Sellers Seller and is enforceable as to them him in accordance with its terms. Neither of Except as set forth in Schedule 2.11(a), the Sellers Seller is not under any contractual restriction or obligation which is inconsistent with the execution and performance of this Agreement. Neither of the Sellers The Seller has any no knowledge of any consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any federal, state, local, or other governmental authority or any court or other tribunal that is required by the Companies or the Sellers Seller for the execution, delivery, or performance of this Agreement by the SellersSeller. (b) Except as disclosed set forth in Schedule 2.11(b2.11(b)(i), no consent of any party to any material lease, license, distribution, agency, consulting, employment, financing, lending, installment sale or conditional sale, security, pledge, guarantee, or other agreement, arrangement, or understanding to which the Companies or the Sellers Seller are a party, or to which any of their or his properties or assets are subject, is required for the execution, delivery, or performance of this Agreement. Neither None of the Companies nor the Sellers have Seller has made any agreement or understanding not approved in writing by the Purchaser as a condition for obtaining any consent, authorization, approval, order, license, certificate, or permit required for the consummation of the transactions contemplated by this Agreement. The Except as set forth in Schedule 2.11 (b)(ii), the execution, delivery, and performance of this Agreement by the Sellers Seller does not and will not (i) violate, result in a breach of, or conflict with any term of the Certificates of Incorporation (or other charter document) or by-laws of any of the Companies; (ii) violate, result in a breach of, or conflict with any material law, rule, regulation, order, judgment, or decree binding on Seller or any of the Companies, or to which any of its operations, business, properties, or assets are subject; or (iii) violate, result in a breach of, or conflict with, or (with or without the giving of notice or the passage of time or both) entitle any party to terminate or call a default under such under, or result in the creation of an encumbrance on any of the assets or properties of the Seller or any of the Companies pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, sublease, license, distributionpermit, agency, consulting, employment, financing, lending, installment sale or conditional sale, security, pledge, guaranteefranchise, or other agreement, instrument or understanding, arrangement to which Purchaser is a party or violate by which any of its assets or result in properties are bound or affected and which could have a breach of any term material adverse effect on the abilities of the Articles of Incorporation (Seller or other charter document) or by-laws any of the Companies or, to the Sellers' knowledge, violate, result in a breach of, or conflict with any material law, rule, regulation, order, judgment, or decree binding on the Companies, perform this Agreement or to which any of their operations, business, properties, or assets are subjectconsummate the transactions contemplated by this Agreement.

Authority to Sell. (a) The Sellers Selling Corporation, and Founding Shareholder have the capacity all requisite power and authority to execute, deliver, and perform this Agreement. All necessary corporation proceedings of Selling Corporation have been duly taken to authorize the execution, delivery, and performance of this Agreement by Selling Corporation and (including, without limitation, actions by Founding Shareholder). This Agreement has been duly authorized, executed, and delivered by Selling Corporation, has been duly executed and delivered by the SellersFounding Shareholder, is the constitutes a legal, valid, and binding obligation of the Sellers Selling Corporation, and Founding Shareholder, and is enforceable as to them in accordance with its terms. Neither of the Sellers is under any contractual restriction or obligation which is inconsistent with the execution and performance of this Agreement. Neither of the Sellers has any knowledge of any No consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any federal, state, local, or other governmental authority or any court or other tribunal that is required by the Companies Selling Corporation, or the Sellers Founding Shareholder for the execution, delivery, or performance of this Agreement by the Sellers. (b) Except as disclosed in Schedule 2.11(b)Selling Corporation, no or Founding Shareholder. No consent of any party to any material contract, agreement, instrument, lease, license, distribution, agency, consulting, employment, financing, lending, installment sale or conditional sale, security, pledge, guarantee, or other agreement, arrangement, or understanding to which the Companies Selling Corporation, or the Sellers are Founding Shareholder is a party, or to which it or he or any of their its or his properties or assets are subject, is required for the execution, delivery, or performance of this Agreement (except such consents referred to in Exhibit D as having been obtained at or prior to the date of this Agreement. Neither the Companies nor the Sellers have made any agreement or understanding not approved in writing , true and correct copies of which, initialed by the Purchaser as a condition for obtaining any consentchief executive officer of Selling Corporation, authorization, approval, order, license, certificate, have been delivered to Global Path or permit required for the consummation of Purchaser); and the transactions contemplated by this Agreement. The execution, delivery, and performance of this Agreement by the Sellers will not violate, result in a breach of, conflict with, or (with or without the giving of notice or the passage of time or both) entitle any party to terminate or call a default under any term of any such contract, agreement, instrument, lease, license, distribution, agency, consulting, employment, financing, lending, installment sale or conditional sale, security, pledge, guarantee, or other agreementarrangement, or understanding, or violate or result in a breach of any term of the Articles certificate of Incorporation incorporation (or other charter document) or by-laws of the Companies orSelling Corporation, to the Sellers' knowledge, or violate, result in a breach of, or conflict with any material law, rule, regulation, order, judgment, or decree binding on the CompaniesSelling Corporation, or Founding Shareholder or to which any of their or his operations, business, properties, or assets are subject. Upon the Closing, Purchaser will have good and marketable title to the Purchased Assets described in Exhibit B free and clear of all liens, mortgages, security interests, pledges, charges, and encumbrances. The references in this Section 1.11 to this Agreement include any other document executed by Selling Corporation, or Founding Shareholder relating hereto or delivered to Global Path or the Purchaser in connection with the transactions contemplated hereby.

Authority to Sell. (a) The Each of the Sellers have and the Company has the capacity to execute, deliver, and perform this AgreementAgreement and the transactions contemplated hereby. All necessary corporate proceedings of each of the Sellers and the Company have been duly taken to authorize the execution, delivery, and performance of this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of the SellersSellers and the Company, is the legal, valid, and binding obligation of each of the Sellers Sellers, and the Company, and is enforceable as to each of them in accordance with its terms. Neither None of the Sellers and the Company is under any contractual restriction or obligation which is inconsistent with the execution and performance of this AgreementAgreement and the transactions contemplated hereby. Neither of The Sellers and the Sellers has any Company have no knowledge of any consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any federal, state, local, or other governmental authority or any court or other tribunal that is required by the Companies or Sellers, and the Sellers Company for the execution, delivery, or performance of this Agreement by the SellersSellers and the Company. (b) Except as disclosed in Schedule 2.11(b), no No consent of any party to any material lease, license, distribution, agency, consulting, employment, financing, lending, installment sale or conditional sale, security, pledge, guarantee, or other agreement, arrangement, or understanding to which the Companies Sellers, or the Sellers are Company is a party, or to which any of their or his properties or assets are subject, is required for the execution, delivery, or performance of this Agreement, except as otherwise disclosed in Schedule 3.11. Neither the Companies nor None of the Sellers or the Company have made any agreement or understanding not approved in writing by the Purchaser as a condition for obtaining any consent, authorization, approval, order, license, certificate, or permit required for the consummation of the transactions contemplated by this Agreement. The execution, delivery, and performance of this Agreement by the Sellers and the Company will not violate, result in a breach of, conflict with, or (with or without the giving of notice or the passage of time or both) entitle any party to terminate or call a default under such lease, license, distribution, agency, consulting, employment, financing, lending, installment sale or conditional sale, security, pledge, guarantee, or other agreement, or understanding, or violate or result in a breach of any term of the Articles certificate or articles of Incorporation incorporation (or other charter document) or by-laws of the Companies Company, or, to the Sellers' knowledge, violate, result in a breach of, or conflict with any material law, rule, regulation, order, judgment, or decree binding on any of the CompaniesSellers or the Company, or to which any of their his or its operations, business, properties, or assets are subject.