Common use of Authorization; Enforceability; No Violations Clause in Contracts

Authorization; Enforceability; No Violations. (a) The Purchaser is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the requisite power and authority to own its properties and assets and to carry on its business as it is now being conducted. The Purchaser is duly qualified to do business in each jurisdiction in which the character of the properties owned or leased by it or the nature of its business makes such qualification necessary, except where the failure to so qualify could not reasonably be expected to have a material adverse effect on the Purchaser. (b) The execution, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not and will not violate any provision of the governing documents of the Purchaser, or of any material agreement or instrument to which the Purchaser is a party or by which it is bound, or to which any of its properties or assets is subject, or of any applicable law. The Purchaser has duly executed and delivered this Agreement. This Agreement constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Appears in 2 contracts

Samples: Exchange Agreement (Loud Technologies Inc), Exchange Agreement (Loud Technologies Inc)

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Authorization; Enforceability; No Violations. (a) The Purchaser is duly organized, validly existing and in good standing as a limited liability company under the laws of its jurisdiction the State of organization Delaware and has the requisite power and authority to own its properties and assets and to carry on its business as it is now being conducted. The Purchaser is duly qualified to do business as a foreign limited liability company in each jurisdiction in which the character of the properties owned or leased by it or the nature of its business makes such qualification necessary, except where the failure to so qualify could not reasonably be expected to have a material adverse effect on the Purchaser. (b) The execution, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not and will not violate any provision of the governing documents of the Purchaser, or of any other material agreement or instrument to which the Purchaser is a party or by which it is bound, or to which any of its properties or assets is subject, or of any applicable law. The Purchaser has duly executed and delivered this Agreement. This Agreement constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Appears in 1 contract

Samples: Stock Purchase Agreement (Catalina Lighting Inc)

Authorization; Enforceability; No Violations. (a) The If the Purchaser is not an individual, the Purchaser is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and jurisdiction, has the all requisite power and authority to own its properties execute, deliver and assets perform the terms and provisions of this Agreement and has taken all necessary action to carry on its business as it is now being conducted. The Purchaser is duly qualified to do business in each jurisdiction in which authorize the character of the properties owned or leased by it or the nature of its business makes such qualification necessary, except where the failure to so qualify could not reasonably be expected to have a material adverse effect on the Purchaser. (b) The execution, delivery and performance by it of this Agreement and to consummate the transactions contemplated hereby to be performed by it. If the Purchaser is an individual, he or she has the legal capacity to execute, deliver and perform the terms and provisions of this Agreement. (b) If the Purchaser is not an individual, the execution, delivery and performance by such Purchaser of this Agreement and the consummation by such Purchaser of the transactions contemplated hereby to be performed by it do not and will not violate any provision of the governing documents of the (i) such Purchaser’s organizational documents, or of (ii) any material agreement law, statute, rule, regulation, order, writ, injunction, judgment or instrument decree to which the such Purchaser is a party or by which it is bound, or to which any of its properties or assets is subject, or of any applicable law. The Such Purchaser has duly executed and delivered this Agreement. This Assuming the due execution hereof by the Company, this Agreement constitutes the legal, valid and binding obligation of the such Purchaser, enforceable against the such Purchaser in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Appears in 1 contract

Samples: Securities Purchase Agreement (Idaho General Mines Inc)

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Authorization; Enforceability; No Violations. (a) The Purchaser is duly organized, validly existing and in good standing as a corporation under the laws of its jurisdiction the State of organization Georgia and has the requisite power and authority to own its properties and assets and to carry on its business as it is now being conducted. The Purchaser is duly qualified to do business as a foreign corporation in each jurisdiction in which the character of the properties owned or leased by it or the nature of its business makes such qualification necessary, except where the failure to so qualify could not reasonably be expected to have a material adverse effect on the Purchaser. (b) The execution, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not and will not violate any provision of the governing documents of the Purchaser, or of any other material agreement or instrument to which the Purchaser is a party or by which it is bound, or to which any of its properties or assets is subject, or of any applicable law. The Purchaser has duly executed and delivered this Agreement. This Agreement constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Appears in 1 contract

Samples: Stock Purchase Agreement (Catalina Lighting Inc)

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