Common use of Authorization of Seller Clause in Contracts

Authorization of Seller. Seller has full corporate power, corporate authority and legal right and capacity to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Seller of this Agreement have been duly authorized by all necessary corporate action on the part of Seller. This Agreement is valid and binding upon Seller in accordance its terms, except as enforcement thereof may be limited by insolvency, bankruptcy, reorganization or other similar laws relating to creditors' rights generally or by general equitable principles.

Appears in 1 contract

Samples: 2 Asset Purchase Agreement (Quixote Corp)

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Authorization of Seller. Seller has full corporate power, corporate authority and legal right and capacity to enter into this Agreement, to perform its obligations hereunder hereunder, and to consummate the transactions contemplated hereby. The execution, delivery and performance by Seller of this Agreement have been duly authorized by all necessary corporate action on the part of Selleraction. This Agreement is has been duly executed and delivered by Seller and constitutes a valid and binding upon obligation of Seller, enforceable against Seller in accordance with its terms, except as enforcement thereof may be limited by insolvency, bankruptcy, reorganization or other similar laws relating to creditors' rights generally or by general equitable principles.

Appears in 1 contract

Samples: Asset Purchase Agreement (Dynamotion/Ati Corp)

Authorization of Seller. Seller has full corporate power, corporate authority and legal right and capacity to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Seller of this Agreement have been duly authorized by all necessary corporate action on the part of Seller. This Agreement is constitutes a valid and binding upon Seller obligation of Seller, enforceable in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, bankruptcymoratorium, reorganization or and other similar laws relating to affecting creditors' rights generally or and remedies generally. Without limiting the generality of the foregoing, the board of directors of Seller has duly authorized the execution, delivery, and performance of this Agreement by general equitable principlesSeller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Open Market Inc)

Authorization of Seller. The Board of Directors of Seller has full corporate power, corporate authority duly and legal right and capacity to enter into this Agreement, to perform its obligations hereunder and to consummate validly authorized the transactions contemplated hereby. The execution, delivery and performance by Seller of this Agreement and all writings relating hereto by Seller, and all authorizations required of its shareholders, if any, have also been duly authorized by all necessary corporate action on the part of Sellervalidly obtained. This Agreement is and all writings relating hereto to be signed by Seller constitute valid and binding upon Seller obligations of Seller, enforceable in accordance its with their respective terms, except as enforcement thereof may be limited by insolvency, bankruptcy, reorganization or other similar laws relating to creditors' rights generally or by general equitable principles.

Appears in 1 contract

Samples: Asset Sale and Purchase Agreement (Emergent Information Technologies Inc)

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Authorization of Seller. Seller has full the requisite corporate power, corporate power and authority and legal right and capacity to enter into this AgreementAgreement and the Ancillary Agreements, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements by Seller have been duly authorized by all necessary corporate action on the part of Seller. This Agreement is valid and binding upon Seller in accordance its terms, except as enforcement thereof may be limited including without limitation, to the extent required by insolvencyapplicable Law, bankruptcy, reorganization or other similar laws relating to creditors' rights generally or by general equitable principlesany stockholder approval process.

Appears in 1 contract

Samples: Asset Purchase Agreement (Applix Inc /Ma/)

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