Common use of Enforceability; Authority; No Conflict Clause in Contracts

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and each Shareholder, enforceable against each of them in accordance with its terms. Upon the execution and delivery by Seller and Shareholders of the Escrow Agreement, the Caras/Xxxxxxx Employment Agreements and each other agreement to be executed or delivered by any or all of Seller and Shareholders at the Closing (collectively, the “Seller’s Closing Documents”), each of Seller’s Closing Documents will constitute the legal, valid and binding obligation of each of Seller and the Shareholders, enforceable against each of them in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller’s Closing Documents, and such action has been duly authorized by all necessary action by Seller’s shareholders and board of directors. Each Shareholder has all necessary legal capacity to enter into this Agreement and the Seller’s Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and each Shareholder, enforceable against each of them in accordance with its terms. Upon the execution and delivery by Seller and Shareholders of the Escrow AgreementConsulting Agreements, the Caras/Xxxxxxx Employment Agreements Shareholder Non-Competition Agreements, and each other agreement to be executed or delivered by any or all of Seller and Shareholders at the Closing (collectively, the “"Seller’s 's Closing Documents”"), each of Seller’s 's Closing Documents will constitute the legal, valid and binding obligation of each of Seller and the Shareholders, enforceable against each of them in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller’s 's Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller’s 's Closing Documents, and such action has been duly authorized by all necessary action by Seller’s 's shareholders and board of directors. Each Shareholder has all necessary legal capacity to enter into this Agreement and the Seller’s 's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of each Seller and each Shareholderof the Company, enforceable against each of them in accordance with its terms. Upon the execution and delivery by each of the Seller and Shareholders the Company of the Escrow Agreement, the Caras/Xxxxxxx Employment Agreements this Agreement and each other agreement document to be executed or delivered by any the Sellers or all of Seller and Shareholders the Company at the Closing (collectively, the “Seller’s Sellers’ Closing Documents”), this Agreement and each of Seller’s Sellers’ Closing Documents will constitute the legal, valid and binding obligation of each of Seller and of the ShareholdersCompany, enforceable against each of them in accordance with its their respective terms. Each of the Seller and the Company has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller’s Sellers’ Closing Documents to which it is a party and to perform its respective obligations under this Agreement and the Seller’s each Sellers’ Closing Documents, and such action has been duly authorized by all necessary action by Seller’s shareholders of the Sellers and board of directorsthe Company. Each Shareholder of the Seller and the Company has all necessary legal capacity to enter into and deliver this Agreement and the Seller’s Sellers’ Closing Documents to which such Shareholder it is a party and to perform his its obligations hereunder and thereunder.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and each Shareholderof the Shareholders, enforceable against each of them in accordance with its terms. Upon the execution and delivery by Seller and the Shareholders of the Escrow Agreement, the Caras/Xxxxxxx Employment Agreements and each other agreement to be executed or delivered by any or all of Seller and Shareholders at the Closing (collectively, the “"Seller’s 's Closing Documents”"), each of Seller’s 's Closing Documents will constitute the legal, valid and binding obligation of each of Seller and each of the Shareholders, enforceable against each of them in accordance with its terms. Seller has the absolute and unrestricted right, full corporate power and authority to execute and deliver this Agreement and the Seller’s 's Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller’s 's Closing Documents, and such action has been duly authorized by all necessary action by Seller’s 's shareholders and board of directors. Each Shareholder of the Shareholders has all necessary legal capacity to enter into this Agreement and the Seller’s 's Closing Documents to which such Shareholder is the Shareholders are a party and to perform his such Shareholder's obligations hereunder and thereunder.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and each Shareholder, enforceable against each of them in accordance with its terms. Upon the execution and delivery by Seller and Shareholders Shareholder of the Escrow Agreement, the Caras/Xxxxxxx Employment Agreements and each other agreement to be executed or delivered by any or all of Seller and Shareholders Shareholder at the Closing (collectively, the “Seller’s Closing Documents”), each of Seller’s Closing Documents will constitute the legal, valid and binding obligation of each of Seller and the ShareholdersShareholder, enforceable against each of them in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller’s Closing Documents, and such action has been duly authorized by all necessary action by Seller’s shareholders and board of directors. Each Shareholder has all necessary legal capacity to enter into this Agreement and the Seller’s Closing Documents to which such Shareholder is a party and to perform his its obligations hereunder and thereunder.

Enforceability; Authority; No Conflict. (a) a)......This Agreement constitutes the legal, valid and binding obligation of Seller and each Shareholder, enforceable against each of them in accordance with its terms. Upon the execution and delivery by Seller and Shareholders of the Xxxx of Sale, the Assignment and Assumption Agreement, the Assignment and Assumption of Leases, the Warranty Deeds for the Real Property, the Intellectual Property Asset Assignments, the Escrow Agreement, the Caras/Xxxxxxx Employment Agreements, the Noncompetition Agreements and each other agreement to be executed or delivered by any or all of Seller and Shareholders at the Closing (collectively, the “Seller’s "Seller Closing Documents”"), each of Seller’s Seller Closing Documents will constitute the legal, valid and binding obligation of each of Seller and the Shareholders, enforceable against each of them in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller’s Seller Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller’s Seller Closing Documents, and such action has been duly authorized by all necessary action by Seller’s 's shareholders and board of directors. Each Shareholder has all necessary legal capacity to enter into this Agreement and the Seller’s Seller Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and each Shareholder, enforceable against each of them in accordance with its terms. Upon the execution and delivery by Seller and Shareholders each Shareholder of the Escrow Agreement, the Caras/Xxxxxxx Employment Agreements and each other agreement to be executed or delivered by any Seller or all of Seller and Shareholders such Shareholder at the Closing (collectively, the “Seller’s Closing Documents”), each of Seller’s Closing Documents will constitute the legal, valid and binding obligation of each of Seller and the Shareholderseach Shareholder who is a party to such Seller’s Closing Documents, enforceable against each of it/them in accordance with its respective terms. Seller and each of the Shareholders has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller’s Closing Documents, and such action has been duly authorized by all necessary action by such Shareholder’s and Seller’s shareholders and board of directors. Each Shareholder has all necessary legal capacity to enter into this Agreement and the Seller’s Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and each Shareholder, enforceable against each of them in accordance with its terms. Upon the execution and delivery by Seller and Shareholders Shareholder of the Escrow Agreement, the Caras/Xxxxxxx Employment Agreements Noncompetition Agreement, and each other agreement to be executed or delivered by any or all of Seller and Shareholders Shareholder at the Closing (collectively, the “"Seller’s 's Closing Documents”"), each of Seller’s 's Closing Documents will constitute the legal, valid and binding obligation of each of Seller and the ShareholdersShareholder, enforceable against each of them in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller’s 's Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller’s 's Closing Documents, and such action has been duly authorized by all necessary action by Seller’s 's shareholders and board of directors. Each Shareholder has all necessary legal capacity to enter into this Agreement and the Seller’s 's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder.