Common use of Authority to Sell Clause in Contracts

Authority to Sell. (a) Fix-Cor and Stockholder have all requisite power and authority to execute, deliver, and perform this Agreement. All necessary corporate proceedings of Fix-Cor have been duly taken to authorize the execution, delivery, and performance of this Agreement by Fix-Cor. This Agreement has been duly authorized, executed, and delivered by Fix-Cor, and it has been duly executed and delivered by Stockholder, and this Agreement constitutes the legal, valid, and binding obligation of Fix-Cor and Stockholder, and is enforceable in accordance with its terms. (b) 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 is required by Fix-Cor, or by Stockholder for the execution, delivery, or performance of this Agreement by Fix-Cor and Stockholder. No consent of any party to any contract, agreement, instrument, lease, license, arrangement, or understanding to which Fix-Cor or Stockholder is a party, or to which any of its or his properties or assets are subject, is required for the execution, delivery, or performance of this Agreement; and the execution, delivery, and performance of this Agreement 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 contract, agreement, instrument, lease, license, arrangement, or understanding, or violate or result in a breach of any term of the certificate of incorporation (or other charter document) or By-laws of Fix-Cor, or violate, result in a breach of, or conflict with any law, rule, regulation, order, judgment, or decree binding on Fix-Cor or any Stockholder, or to which any of its or his operations, business, properties, or assets are subject. Upon the Closing, Purchaser will pass to Fix-Cor good and marketable title in fee simple absolute to all the real properties and good title to all other properties and assets used in the business of Fix-Cor (except real and other properties and assets held pursuant to leases or permanent easements described in Exhibits B and C), free and clear of all liens, mortgages, security interests, pledges, charges, and encumbrances (except those listed in Exhibit D).

Authority to Sell. (a) Fix-Cor and Stockholder The Shareholders have all requisite power and authority the capacity to execute, deliver, and perform this Agreement. All necessary corporate proceedings of Fix-Cor have been duly taken to authorize the execution, delivery, and performance of this Agreement by Fix-Cor. This Agreement has been duly authorized, executed, and delivered by Fix-Cor, and it has been duly executed and delivered by Stockholderthe Shareholders, and this Agreement constitutes is the legal, valid, and binding obligation of Fix-Cor and Stockholderthe Shareholders, and subject to applicable bankruptcy, insolvency, and other laws affecting the enforceability of creditors rights generally, is enforceable as to them in accordance with its terms. (b) No , except as set forth in Schedule 3.12. The Shareholders are not under any contractual restriction of obligation which is inconsistent with the execution and performance of this Agreement. The Shareholders 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 Governmental Entity or any court or other tribunal that is required by Fix-CorVSE, or by Stockholder the Shareholders, for the execution, delivery, or performance of this Agreement by Fix-Cor and Stockholder. the Shareholders. (b) No consent of any party to any contract, agreement, instrument, 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 Fix-Cor VSE is, or Stockholder is the Shareholders are, a party, or to which any of its or his their properties or assets are subject, is required for the execution, delivery, or performance of this Agreement; and , except as disclosed in Schedule 3.12. Neither VSE nor the Shareholders have made any agreement or understanding not approved in writing by Parent 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 Shareholders 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 contract, agreement, instrument, such lease, license, arrangementdistribution, 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 certificate of incorporation (or other charter document) or Byby-laws of Fix-CorVSE or, or to the Shareholders' knowledge, violate, result in a material breach of, or conflict with any law, rule, regulation, order, judgment, or decree Law binding on Fix-Cor or any StockholderVSE, or to which any of its or his operations, business, properties, or assets are subject. , and which would have a Material Adverse Effect on VSE. (c) Upon the Closing, Purchaser the Shareholders will pass convey to Fix-Cor good and marketable title in fee simple absolute to all the real properties and Parent, good title to all other properties and assets used in the business of Fix-Cor (except real and other properties and assets held pursuant to leases or permanent easements described in Exhibits B and C)Acquired Securities, free and clear of all liens, mortgages, security interests, pledges, charges, encumbrances, stockholders' agreements, voting trusts, and encumbrances (except those listed in Exhibit D)adverse claims of any kind or nature whatsoever.

Authority to Sell. (a) Fix-Cor Acquired Corporation and Stockholder Seller have all requisite power and authority to execute, deliver, and perform this Agreement. All necessary corporate proceedings of Fix-Cor Acquired Corporation have been duly taken to authorize the execution, delivery, and performance of this Agreement by Fix-CorAcquired Corporation. This Agreement has been duly authorized, executed, and delivered by Fix-CorAcquired Corporation, and it has been duly executed and delivered by StockholderSeller, and this Agreement constitutes the legal, valid, and binding obligation of Fix-Cor Acquired Corporation and StockholderSeller, and is enforceable as to them in accordance with its terms. terms 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. 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 is required by Fix-Cor, Acquired Corporation or by Stockholder any Seller for the execution, delivery, or performance of this Agreement by Fix-Cor and StockholderAcquired Corporation or any Seller. No consent of any party to any contract, agreement, instrument, lease, license, arrangement, or understanding to which Fix-Cor Acquired Corporation or Stockholder any Seller is a party, or to which it or he or any of its or his properties respective businesses, properties, or assets are subject, is required for the execution, delivery, or performance of this Agreement; and the execution, delivery, and performance of this Agreement 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, arrangement, or understanding, or violate or result in a breach of any term of the certificate of incorporation (or other charter document) or Byby-laws of Fix-Cor, Acquired Corporation or violate, result in a breach of, or conflict with any law, rule, regulation, order, judgment, or decree binding on Fix-Cor Acquired Corporation or any Stockholder, Seller or to which it or he or any of its or his operations, businessrespective businesses, properties, or assets are subject. Upon the Closing, Purchaser will pass to Fix-Cor good and marketable title in fee simple absolute to all the real properties and have good title to all other properties and assets used in the business capital stock of Fix-Cor (except real and other properties and assets held pursuant to leases or permanent easements described in Exhibits B and C)Acquired Corporation, free and clear of all liens, mortgages, security interests, pledges, charges, encumbrances, stockholders' agreements, and encumbrances (except those listed in Exhibit D)voting trusts.