Common use of Authorization; Validity of Agreement, Etc Clause in Contracts

Authorization; Validity of Agreement, Etc. The Stockholder has the requisite capacity, and Seller has the full right, power and authority, to execute and deliver this Agreement and the other Purchase Documents to which, as applicable, it or he are a party and to consummate the transactions contemplated hereby and thereby, and to make the representations set forth herein and therein. LLC has the full right, power and authority, to execute and deliver the Lease and to consummate the transactions contemplated thereby. The execution and delivery of this Agreement and the other Purchase Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by Seller and no other proceedings on the part of Seller are necessary to authorize the execution and delivery of this Agreement and the other Purchase Documents to which Seller is a party or the consummation of the transactions contemplated hereby and thereby by Seller and the Stockholder. The execution and delivery of the Lease and the consummation of the transactions contemplated thereby have been duly and validly authorized by the LLC and no other proceedings on the part of the LLC are necessary to authorize the execution and delivery of the Lease. Each of this Agreement and the other Purchase Documents to which Seller is a party have been duly and validly executed by Seller and constitute the valid and binding agreement of Seller, enforceable against Seller in accordance with its respective terms. Each of this Agreement and the other Purchase Documents to which the Stockholder is a party have been duly and validly executed by the Stockholder and constitute the valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its respective terms. The Lease has been duly and validly executed by the LLC and constitutes the valid and binding obligation of the LLC, enforceable against the LLC in accordance with its respective terms.

Appears in 2 contracts

Samples: Asset Purchase Agreement (American Medical Alert Corp), Asset Purchase Agreement (American Medical Alert Corp)

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Authorization; Validity of Agreement, Etc. The Stockholder Shareholder has the requisite capacity, and Seller has the full right, power and authority, to execute and deliver this Agreement and the other Purchase Documents to which, as applicable, he or it or he are is a party and to consummate the transactions contemplated hereby and thereby, and to make the representations set forth herein and therein. LLC has the full right, power and authority, to execute and deliver the Lease and to consummate the transactions contemplated thereby. The execution and delivery of this Agreement and the other Purchase Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by Seller and no other proceedings on the part of Seller are necessary to authorize the execution and delivery of this Agreement and the other Purchase Documents to which Seller is a party or the consummation of the transactions contemplated hereby and thereby by Seller and the Stockholder. The execution and delivery of the Lease and the consummation of the transactions contemplated thereby have been duly and validly authorized by the LLC and no other proceedings on the part of the LLC are necessary to authorize the execution and delivery of the LeaseShareholder. Each of this Agreement and the other Purchase Documents to which Seller is a party have been when delivered to Buyer will be duly and validly executed by Seller and constitute the valid and binding agreement of Seller, enforceable against Seller in accordance with its respective terms, except as such enforceability may be subject to or limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally. Each of this Agreement Agreements and the other Purchase Documents to which the Stockholder Shareholder is a party have been when delivered to Buyer will be duly and validly executed by the Stockholder Shareholder and when so delivered will constitute the valid and binding obligation of the StockholderShareholder, enforceable against the Stockholder Shareholder in accordance with its respective terms. The Lease has been duly and validly executed , except as such enforceability may be subject to or limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting the LLC and constitutes the valid and binding obligation enforcement of the LLC, enforceable against the LLC in accordance with its respective termscreditors' rights generally.

Appears in 1 contract

Samples: Execution Copy (American Medical Alert Corp)

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Authorization; Validity of Agreement, Etc. The Stockholder Each of the Principals has the requisite capacity, and Seller each of the Sellers has the full right, power and authority, to execute and deliver this Agreement and the other Purchase Documents to which, as applicable, it or he they are a party and to consummate the transactions contemplated hereby and thereby, and to make the representations set forth herein and therein. LLC has the full right, power and authority, to execute and deliver the Lease and to consummate the transactions contemplated thereby. The execution and delivery of this Agreement and the other Purchase Documents to which it each Seller is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by Seller each of the Sellers and no other proceedings on the part of Seller either of the Sellers are necessary to authorize the execution and delivery of this Agreement and the other Purchase Documents to which each Seller is a party to or the consummation of the transactions contemplated hereby and thereby by Seller each of the Sellers and the StockholderPrincipals. The execution and delivery of the Lease and the consummation of the transactions contemplated thereby have been duly and validly authorized by the LLC and no other proceedings on the part of the LLC are necessary to authorize the execution and delivery of the Lease. Each of this Agreement and the other Purchase Documents to which Seller is a the Sellers are party have been duly and validly executed by Seller each of the Sellers and constitute the valid and binding agreement of Sellereach of the Sellers, enforceable against Seller each of the Sellers in accordance with its respective terms. Each of this Agreement and the other Purchase Documents to which the Stockholder is Principals are a party have been duly and validly executed by each of the Stockholder and Principals constitute the valid and binding obligation of each of the StockholderPrincipals, enforceable against each of the Stockholder Principals in accordance with its respective terms. The Lease has been duly and validly executed by the LLC and constitutes the valid and binding obligation of the LLC, enforceable against the LLC in accordance with its respective terms.

Appears in 1 contract

Samples: Asset Purchase Agreement (American Medical Alert Corp)

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