Authorization; Binding Obligations. All corporate, partnership or limited liability company, as the case may be, action on the part of the Company and each of its Subsidiaries (including the respective officers and directors) necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company and its Subsidiaries hereunder and under the other Related Agreements at the Closing and, the authorization, sale, issuance and delivery of the Note and Warrant has been taken or will be taken prior to the Closing. This Agreement and the Related Agreements, when executed and delivered and to the extent it is a party thereto, will be valid and binding obligations of each of the Company and each of its Subsidiaries, enforceable against each such person in accordance with their terms, except:
Appears in 27 contracts
Samples: Securities Purchase Agreement (Petrol Oil & Gas Inc), Securities Purchase Agreement (Powercold Corp), Securities Purchase Agreement (Powercold Corp)
Authorization; Binding Obligations. All corporate, partnership or limited liability company, as the case may be, action on the its and its Subsidiaries’ part of the Company and each of its Subsidiaries (including the their respective officers and directors) necessary for the authorization of this Agreement and the Related Ancillary Agreements, the performance of all obligations of the Company its and its Subsidiaries Subsidiaries’ obligations hereunder and under the other Related Ancillary Agreements at on the Closing Date and, the authorization, sale, issuance and delivery of the Note Notes and the Warrant has been taken or will be taken prior to the ClosingClosing Date. This Agreement and the Related Ancillary Agreements, when executed and delivered and to the extent it is a party thereto, will be its and its Subsidiaries’ valid and binding obligations of each of the Company and each of its Subsidiaries, enforceable against each such person Person in accordance with their terms, except:
Appears in 16 contracts
Samples: Security Agreement (Accentia Biopharmaceuticals Inc), Security and Purchase Agreement (Silicon Mountain Holdings, Inc.), Security Agreement (Dynamic Health Products Inc)
Authorization; Binding Obligations. All corporate, partnership or limited liability company, as the case may be, action on the part of the Company and each of its Subsidiaries (including the their respective officers and directors) necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company and its Subsidiaries hereunder and under the other Related Agreements at the Closing and, the authorization, sale, issuance and delivery of the Note and Warrant has been taken or will be taken prior to the Closing. This Agreement and the Related Agreements, when executed and delivered and to the extent it is a party thereto, will be valid and binding obligations of each of the Company and each of its Subsidiaries, enforceable against each such person or entity in accordance with their terms, except:
Appears in 11 contracts
Samples: Note and Warrant Purchase Agreement (Biovest International Inc), Securities Purchase Agreement (Jmar Technologies Inc), Securities Purchase Agreement (Petrol Oil & Gas Inc)
Authorization; Binding Obligations. All corporate, partnership or limited liability company, as the case may be, action on the its and its Subsidiaries' part of the Company and each of its Subsidiaries (including the their respective officers and directors) necessary for the authorization of this Agreement and the Related Ancillary Agreements, the performance of all obligations of the Company its and its Subsidiaries Subsidiaries' obligations hereunder and under the other Related Ancillary Agreements at on the Closing Date and, the authorization, sale, issuance and delivery of the Note Notes and the Warrant has been taken or will be taken prior to the ClosingClosing Date. This Agreement and the Related Ancillary Agreements, when executed and delivered and to the extent it is a party thereto, will be its and its Subsidiaries' valid and binding obligations of each of the Company and each of its Subsidiaries, enforceable against each such person Person in accordance with their terms, except:
Appears in 10 contracts
Samples: Security Agreement (Farmstead Telephone Group Inc), Security Agreement (Tarpon Industries, Inc.), Security Agreement (Incentra Solutions, Inc.)
Authorization; Binding Obligations. All corporate, partnership or limited liability company, as the case may be, action on the its and its Subsidiaries’ part of the Company and each of its Subsidiaries (including the their respective officers and directors) necessary for the authorization of this Agreement and the Related Ancillary Agreements, the performance of all obligations of the Company its and its Subsidiaries Subsidiaries’ obligations hereunder and under the other Related Ancillary Agreements at on the Closing Date and, the authorization, sale, issuance and delivery of the Note and the Warrant has been taken or will be taken prior to the ClosingClosing Date. This Agreement and the Related Ancillary Agreements, when executed and delivered and to the extent it is a party thereto, will be its and its Subsidiaries’ valid and binding obligations of each of the Company and each of its Subsidiaries, enforceable against each such person Person in accordance with their terms, except:
Appears in 6 contracts
Samples: Security Agreement (Iwt Tesoro Corp), Security Agreement (Path 1 Network Technologies Inc), Security Agreement (Impart Media Group Inc)
Authorization; Binding Obligations. All corporate, partnership or limited liability company, as the case may be, action on the part of the Company and each of its Subsidiaries (including the their respective officers and directors) necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company and its Subsidiaries hereunder and under the other Related Agreements at the Closing and, the authorization, sale, issuance and delivery of the Note and Warrant Warrants has been taken or will be taken prior to the Closing. This Agreement and the Related Agreements, when executed and delivered and to the extent it is a party thereto, will be valid and binding obligations of each of the Company and each of its Subsidiaries, enforceable against each such person or entity in accordance with their terms, except:
Appears in 5 contracts
Samples: Securities Purchase Agreement, Securities Purchase Agreement (TRUEYOU.COM), Securities Purchase Agreement (TRUEYOU.COM)
Authorization; Binding Obligations. All corporate, partnership or limited liability company, as the case may be, action on the part of the Company and each of its Subsidiaries (including the respective officers and directors) necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company and its Subsidiaries hereunder and under the other Related Agreements at the Closing and, the authorization, sale, issuance and delivery of the Note Note, the Option and Warrant has been taken or will be taken prior to the Closing. This Agreement and the Related Agreements, when executed and delivered and to the extent it is a party thereto, will be valid and binding obligations of each of the Company and each of its Subsidiaries, enforceable against each such person in accordance with their terms, except:
Appears in 5 contracts
Samples: Securities Purchase Agreement (Cci Group Inc), Securities Purchase Agreement (Comc Inc), Securities Purchase Agreement (Creative Vistas Inc)
Authorization; Binding Obligations. All corporate, partnership or limited liability company, as the case may be, action on the part of the Company and each of its Subsidiaries (including the their respective officers and directors) necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company and its Subsidiaries hereunder and under the other Related Agreements at the Closing and, the authorization, sale, issuance and delivery of the Note and Warrant has been taken or will be taken prior to the Closing. This Agreement and the Related Agreements, when executed and delivered and to the extent it is a party thereto, will be valid and binding obligations of each of the Company and each of its Subsidiaries, enforceable against each such person or entity in accordance with their terms, except:
Appears in 5 contracts
Samples: Note Purchase Agreement (Biovest International Inc), Note Purchase Agreement (Biovest International Inc), Note Purchase Agreement (Biovest International Inc)
Authorization; Binding Obligations. All corporate, partnership or limited liability company, as the case may be, action on the part of the Company and each of its Subsidiaries (including the respective officers and directors) necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company and its Subsidiaries hereunder and under the other Related Agreements at the Closing and, the authorization, sale, issuance and delivery of the Note and Warrant has been taken or will be taken prior to the Closing. This Agreement and the other Related Agreements, when executed and delivered and to the extent it is a party thereto, will be valid and binding obligations of each of the Company and each of its Subsidiaries, enforceable against each such person in accordance with their terms, except:
Appears in 3 contracts
Samples: Securities Purchase Agreement (Axtive Corp), Securities Purchase Agreement (Magic Lantern Group Inc), Securities Purchase Agreement (Xstream Beverage Group Inc)
Authorization; Binding Obligations. All corporate, partnership or limited liability company, as the case may be, action on the part of the Company and each of its Subsidiaries (including the their respective officers and directors) necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company and its Subsidiaries hereunder and under the other Related Agreements at the Closing and, the authorization, sale, issuance and delivery of the Note Notes and Warrant Warrants has been taken or will be taken prior to the Closing. This Agreement and the Related Agreements, when executed and delivered and to the extent it is a party thereto, will be valid and binding obligations of each of the Company and each of its Subsidiaries, enforceable against each such person or entity in accordance with their terms, except:
Appears in 3 contracts
Samples: Securities Purchase Agreement (General Environmental Management, Inc), Securities Purchase Agreement (Elec Communications Corp), Securities Purchase Agreement (Retail Pro, Inc.)
Authorization; Binding Obligations. All corporate, partnership or limited liability company, as the case may be, action on the part of the Company and each of its Subsidiaries (including the their respective officers and directors) necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company and its Subsidiaries hereunder and under the other Related Agreements at the Closing and, the authorization, sale, issuance and delivery of the Note and Warrant has been taken or will be taken prior to the Closing. This Agreement and the Related Agreements, when executed and delivered and to the extent it is a party thereto, will be valid and binding obligations of each of the Company and each of its Subsidiaries, enforceable against each such person entity in accordance with their terms, except:
Appears in 2 contracts
Samples: Securities Purchase Agreement (House of Brussels Chocolates Inc), Securities Purchase Agreement (Earthfirst Technologies Inc)
Authorization; Binding Obligations. All corporate, partnership or limited liability company, as the case may be, action on the part of the Company and each of its Subsidiaries (including the their respective officers and directors) necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company and its Subsidiaries hereunder and under the other Related Agreements at the Closing and, the authorization, sale, issuance and delivery of the Note and Warrant has been taken or will be taken prior to the Closing. This Agreement and the Related Agreements, when executed and delivered and to the extent it is a party thereto, will be valid and binding obligations of each of the Company and each of its Subsidiaries, enforceable against each such person in accordance with their terms, except:
Appears in 2 contracts
Samples: Securities Purchase Agreement (Implant Sciences Corp), Securities Purchase Agreement (Implant Sciences Corp)
Authorization; Binding Obligations. All corporate, partnership or limited liability company, as the case may be, action on the part of the Company and each of its Subsidiaries (including the respective officers and directors) necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company and its Subsidiaries hereunder and under the other Related Agreements at the Closing and, the authorization, sale, issuance and delivery of the Note and Warrant Securities has been taken or will be taken prior to the Closing. This Agreement and the Related Agreements, when executed and delivered and to the extent it is a party thereto, will be valid and binding obligations of each of the Company and each of its Subsidiaries, enforceable against each such person in accordance with their terms, except:
Appears in 2 contracts
Samples: Securities Purchase Agreement (Bio Key International Inc), Securities Purchase Agreement (Bio Key International Inc)
Authorization; Binding Obligations. All corporate, partnership corporate or limited liability company, as the case may be, action on the part of the Company and each of its Subsidiaries (including the their respective officers and directors) necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company and its Subsidiaries hereunder and under the other Related Agreements at the Closing and, the authorization, sale, issuance and delivery of the Note and Warrant has been taken or will be taken prior to the Closing. This Agreement and the Related Agreements, when executed and delivered and to the extent it is a party thereto, will be valid and binding obligations of each of the Company and each of its Subsidiaries, enforceable against each such person entity in accordance with their terms, except:
Appears in 2 contracts
Samples: Securities Purchase Agreement (Biodelivery Sciences International Inc), Securities Purchase Agreement (Biodelivery Sciences International Inc)
Authorization; Binding Obligations. All corporate, partnership or ---------------------------------- limited liability company, as the case may be, action on the part of the Company and each of its Subsidiaries (including the their respective officers and directors) necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company and its Subsidiaries hereunder and under the other Related Agreements at the Closing andClosing, and the authorization, sale, issuance and delivery of the Note and Warrant has been taken or will be taken prior to the Closing. This Agreement and the Related Agreements, when executed and delivered and to the extent it is a party thereto, will be valid and binding obligations of each of the Company and each of its Subsidiaries, enforceable against each such person entity in accordance with their terms, except:
Appears in 2 contracts
Samples: Securities Purchase Agreement (New Century Energy Corp.), Securities Purchase Agreement (New Century Energy Corp.)
Authorization; Binding Obligations. All corporate, partnership or limited liability company, as the case may be, action on the part of the Company and each of its Subsidiaries (including the respective officers and directors) necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company and its Subsidiaries hereunder and under the other Related Agreements at the Closing and, the authorization, sale, issuance and delivery of the Note and Warrant the Warrants has been taken or will be taken prior to the Closing. This Agreement and the Related Agreements, when executed and delivered and to the extent it is a party thereto, will be valid and binding obligations of each of the Company and each of its Subsidiaries, enforceable against each such person in accordance with their terms, except:
Appears in 2 contracts
Samples: Securities Purchase Agreement (National Investment Managers Inc.), Securities Purchase Agreement (Epixtar Corp)
Authorization; Binding Obligations. All corporate, partnership or limited liability company, as the case may be, action on the part of the Company and each of its Subsidiaries (including the respective officers and directors) necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company and its Subsidiaries hereunder and under the other Related Agreements at the Closing and, the authorization, sale, issuance and delivery of the Note Notes and Warrant Warrants has been taken or will be taken prior to the Closing. This Agreement and the Related Agreements, when executed and delivered and to the extent it is a party thereto, will be valid and binding obligations of each of the Company and each of its Subsidiaries, enforceable against each such person in accordance with their terms, except:
Appears in 2 contracts
Samples: Securities Purchase Agreement (Bio Key International Inc), Securities Purchase Agreement (Bio Key International Inc)
Authorization; Binding Obligations. All corporate, partnership or limited liability company, as the case may be, action on the part of the Company and each of its Subsidiaries (including the respective officers and directors) necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company and its Subsidiaries hereunder and under the other Related Agreements at the Closing and, the authorization, sale, issuance and delivery of the Note and Warrant Option has been taken or will be taken prior to the Closing. This Agreement and the Related Agreements, when executed and delivered and to the extent it is a party thereto, will be valid and binding obligations of each of the Company and each of its Subsidiaries, enforceable against each such person in accordance with their terms, except:
Appears in 1 contract
Samples: Securities Purchase Agreement (Datalogic International Inc)
Authorization; Binding Obligations. All corporate, partnership or limited liability company, as the case may be, action on the part of the Company and each of its it Subsidiaries (including the respective officers and directors) necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company and its Subsidiaries hereunder and under the other Related Agreements at the Closing and, the authorization, sale, issuance and delivery of the Note and Warrant has been taken or will be taken prior to the Closing. This Agreement and the other Related Agreements, when executed and delivered and to the extent it is a party thereto, will be valid and binding obligations of each of the Company and each of its Subsidiaries, enforceable against each such person in accordance with their terms, except:
Appears in 1 contract
Samples: Securities Purchase Agreement (Certified Services Inc)
Authorization; Binding Obligations. All corporate, partnership or limited liability company, as the case may be, action on the part of the Company and each of its Subsidiaries (including the their respective officers officers, directors and directorsstockholders) necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company and its Subsidiaries hereunder and under the other Related Agreements at the Closing and, the authorization, sale, issuance and delivery of the Note and Warrant has been taken or will be taken prior to the Closing. This Agreement and the Related Agreements, when executed and delivered and to the extent it is a party thereto, will be valid and binding obligations of each of the Company and each of its Subsidiaries, enforceable against each such person or entity in accordance with their terms, except:
Appears in 1 contract
Authorization; Binding Obligations. All corporate, partnership or limited liability company, as the case may be, action on the part of the Company and each of its Subsidiaries (including the their respective officers and directors) necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company and its Subsidiaries hereunder and under the other Related Agreements at the Closing and, the authorization, sale, issuance and delivery of the Note and Warrant has been taken or will be taken prior to the Closing. This Agreement and the Related Agreements, when executed and delivered and to the extent it is a party thereto, will be valid and binding obligations of each of the Company and each of its Subsidiaries, enforceable against each such person or entity in accordance with their terms, except:
Appears in 1 contract
Samples: Securities Purchase Agreement (Applied Digital Solutions Inc)
Authorization; Binding Obligations. All corporate, partnership or limited liability company, as the case may be, action on the part of the Company and each of its Subsidiaries (including the their respective officers and directors) necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company and its Subsidiaries hereunder and under the other Related Agreements at the Closing and, the authorization, sale, issuance and delivery of the Note Note, and Warrant has been taken or will be taken prior to the Closing. This Agreement and the Related Agreements, when executed and delivered and to the extent it is a party thereto, will be valid and binding obligations of each of the Company and each of its Subsidiaries, enforceable against each such person or entity in accordance with their terms, except:
Appears in 1 contract
Authorization; Binding Obligations. All corporate, partnership or limited liability company, as the case may be, action on the part of the Company Parent and each of its Subsidiaries (including the their respective officers and directors) necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company Parent and its Subsidiaries hereunder and under the other Related Agreements at the Closing and, the authorization, sale, issuance and delivery of the Note and Warrant has been taken or will be taken prior to the Closing. This Agreement and the Related Agreements, when executed and delivered and to the extent it is a party thereto, will be valid and binding obligations of each of the Company Parent and each of its Subsidiaries, enforceable against each such person or entity in accordance with their terms, except:
Appears in 1 contract
Samples: Securities Purchase Agreement (Accentia Biopharmaceuticals Inc)
Authorization; Binding Obligations. All corporate, partnership ----------------------------------- or limited liability company, as the case may be, action on the part of the Company and each of its Subsidiaries (including the their respective officers and directors) necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company and its Subsidiaries hereunder and under the other Related Agreements at the Closing and, the authorization, sale, issuance and delivery of the Note and Warrant has been taken or will be taken prior to the Closing. This Agreement and the Related Agreements, when executed and delivered and to the extent it is a party thereto, will be valid and binding obligations of each of the Company and each of its Subsidiaries, enforceable against each such person or entity in accordance with their terms, except:
Appears in 1 contract
Samples: Securities Purchase Agreement (Elec Communications Corp)
Authorization; Binding Obligations. All corporate, partnership or limited liability company, as the case may be, action on the its and its Subsidiaries’ part of the Company and each of its Subsidiaries (including the their respective officers and directors) necessary for the authorization of this Agreement and the Related Ancillary Agreements, the performance of all obligations of the Company its and its Subsidiaries Subsidiaries’ obligations hereunder and under the other Related Ancillary Agreements at on the Closing Date and, the authorization, sale, issuance and delivery of the Note and Warrant has Notes have been taken or will be taken prior to the ClosingClosing Date. This Agreement and the Related Ancillary Agreements, when executed and delivered and to the extent it is a party thereto, will be its and its Subsidiaries’ valid and binding obligations of each of the Company and each of its Subsidiaries, enforceable against each such person Person in accordance with their terms, except:
Appears in 1 contract
Samples: Security and Purchase Agreement (Miscor Group, Ltd.)
Authorization; Binding Obligations. All corporate, partnership or limited liability company, as the case may be, action on the part of the Company and each of its Subsidiaries (including the their respective officers and directors) necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company and its Subsidiaries hereunder and under the other Related Agreements at the Closing and, the authorization, sale, issuance and delivery of the Note and Warrant has been taken or will be taken prior to the Closing. This Agreement and the Related Agreements, when executed and delivered by the Company and its Subsidiaries (to the extent it is a party thereto), will be valid and binding obligations of each of the Company and each of its SubsidiariesSubsidiaries (to the extent it is a party thereto), enforceable against each such person entity in accordance with their terms, except:
Appears in 1 contract
Samples: Securities Purchase Agreement (Standard Management Corp)
Authorization; Binding Obligations. All corporate, partnership or limited liability company, as the case may be, action on the part of the Company and each of its Subsidiaries (including the their respective officers and directors) necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company and its Subsidiaries hereunder and under the other Related Agreements at the Closing and, the authorization, sale, issuance and delivery of the Note and Warrant Notes has been taken or will be taken prior to the Closing. This Agreement and the Related Agreements, when executed and delivered and to the extent it is a party thereto, will be valid and binding obligations of each of the Company and each of its Subsidiaries, enforceable against each such person or entity in accordance with their terms, except:
Appears in 1 contract
Authorization; Binding Obligations. All corporate, partnership or limited liability company, as the case may be, action on the its and its Subsidiaries' part of the Company and each of its Subsidiaries (including the their respective officers and directors) necessary for the authorization of this Agreement and the Related Ancillary Agreements, the performance of all obligations of the Company its and its Subsidiaries Subsidiaries' obligations hereunder and under the other Related Ancillary Agreements at on the Closing Date and, the authorization, sale, issuance and delivery of the Note and Warrant Notes has been taken or will be taken prior to the ClosingClosing Date. This Agreement and the Related Ancillary Agreements, when executed and delivered and to the extent it is a party thereto, will be its and its Subsidiaries' valid and binding obligations of each of the Company and each of its Subsidiaries, enforceable against each such person Person in accordance with their terms, except:: Security[ and Purchase] Agreement 13
Appears in 1 contract
Samples: Security and Purchase Agreement (Xstream Beverage Network, Inc.)
Authorization; Binding Obligations. All corporate, partnership or limited liability company, as the case may be, action on the part of the Company and each of its Subsidiaries (including the respective officers and directors) necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company and its Subsidiaries hereunder and under the other Related Agreements at the Closing and, the authorization, sale, issuance and delivery of the Note and Warrant the Shares has been taken or will be taken prior to the Closing. This Agreement and the Related Agreements, when executed and delivered and to the extent it is a party thereto, will be valid and binding obligations of each of the Company and each of its Subsidiaries, enforceable against each such person in accordance with their terms, except:
Appears in 1 contract
Samples: Securities Purchase Agreement (National Investment Managers Inc.)
Authorization; Binding Obligations. All corporate, partnership or limited liability company, as the case may be, action on the part of the each Company and each of its Subsidiaries (including the their respective officers and directors) necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the each Company and its Subsidiaries hereunder and under the other Related Agreements at the Closing and, the authorization, sale, issuance and delivery of the Note Notes and Warrant Warrants has been taken or will be taken prior to the Closing. This Agreement and the Related Agreements, when executed and delivered and to the extent it is a party thereto, will be valid and binding obligations of each of the Company and each of its Subsidiaries, enforceable against each such person or entity in accordance with their terms, except:
Appears in 1 contract
Samples: Securities Purchase Agreement (True North Energy CORP)
Authorization; Binding Obligations. All corporate, partnership or limited liability company, as the case may be, action on the part of the Company and each of its the Subsidiaries (including the their respective officers and directors) necessary for the authorization of this Agreement and the Related Agreements, the performance of all obligations of the Company and its the Subsidiaries hereunder and under the other Related Agreements at the Closing and, the authorization, sale, issuance and delivery of the Note and Warrant has been taken or will be taken prior to the Closing. This Agreement and the Related Agreements, when executed and delivered and to the extent it is a party thereto, will be valid and binding obligations of each of the Company and each of its the Subsidiaries, enforceable against each such person entity in accordance with their terms, except:
Appears in 1 contract
