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

Enforceability; Authority; No Conflict. 7.3.1 This Agreement constitutes the legal, valid and binding obligation of Seller and is enforceable against it in accordance with its terms. Upon the execution and delivery by Seller of each agreement to be executed or delivered by Seller at Closing (collectively, the “Seller Closing Documents”), each of the Seller Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms. Seller has the corporate power and authority to execute and deliver this Agreement and the Seller Closing Documents to which it is a party and to perform its obligations hereunder and thereunder, and such action has been duly authorized by all necessary corporate action by Seller.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Aquinox Pharmaceuticals, Inc), Asset Purchase Agreement (Aquinox Pharmaceuticals, Inc)

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Enforceability; Authority; No Conflict. 7.3.1 (a) This Agreement constitutes the legal, valid and binding obligation of Seller and is the Stockholder, enforceable against it each of them in accordance with its terms. terms Upon the execution and delivery by Seller and the Stockholder of each agreement to be executed or delivered by Seller at Closing (collectively, the “Seller Seller’s Closing Documents”), each of the Seller Seller’s Closing Documents will constitute the legal, legal valid and binding obligation of SellerSeller and the Stockholder, enforceable against Seller each of them in accordance with its terms. Seller has the corporate absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller Seller’s Closing Documents to which it is a party and to perform its obligations hereunder under this Agreement and thereunderSeller’s Closing Documents, and such action has been duly authorized by all necessary corporate action by Seller’s members and board of directors.

Appears in 1 contract

Samples: Asset Purchase Agreement (FusionStorm Global, Inc.)

Enforceability; Authority; No Conflict. 7.3.1 (a) This Agreement constitutes the legal, valid and binding obligation of Seller and is Seller, enforceable against it Seller in accordance with its terms. Upon the execution and delivery by Seller of each agreement to be executed or delivered by Seller at the Closing (collectively, the “Seller Seller’s Closing Documents”), each of the Seller Seller’s Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its termsSeller. Seller has the corporate absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller Seller’s Closing Documents to which it is a party and to perform its obligations hereunder under this Agreement Table of Contents and thereunderthe Seller’s Closing Documents, and such action has been duly authorized by all necessary corporate action by Seller’s members and board of managers.

Appears in 1 contract

Samples: Asset Purchase Agreement (Franklin Covey Co)

Enforceability; Authority; No Conflict. 7.3.1 This Agreement constitutes the legal, valid and binding obligation of Seller and is enforceable against it in accordance with its terms. (a) Upon the execution and delivery by Seller of each agreement to be executed or delivered by Seller at Closing (collectively, the “Seller Closing Documents”), each Sellers of the Seller Closing Documents Documents, each Seller Document will constitute the legal, valid valid, and binding obligation of Sellereach Sellers, as applicable, enforceable against Seller each of them in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, or similar applicable Law from time to time in effect relating to or affecting the enforcement of creditors’ rights generally and general equitable principles. Each Seller has the corporate power absolute and unrestricted right, power, and authority to execute and deliver this Agreement and the each Seller Closing Documents Document to which it is a party and to perform its obligations hereunder and thereunderunder the Seller Documents, and such action has been duly authorized by all necessary corporate action by each Seller’s members and managers or shareholders and board of directors, as applicable.

Appears in 1 contract

Samples: Asset Purchase Agreement (Brown & Brown, Inc.)

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Enforceability; Authority; No Conflict. 7.3.1 (a) This Agreement constitutes the legal, valid valid, and binding obligation of Seller and is Seller, enforceable against it in accordance with its terms. Upon the execution and delivery by Seller of each agreement the documents to be executed or and delivered by Seller at the Closing (collectively, the “Seller Closing "Transaction Documents"), each of the Seller Closing Transaction Documents will constitute the legal, valid valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms. Seller has the corporate power and authority to execute and deliver this Agreement and the Seller Closing Transaction Documents to which it is a party and to perform its obligations hereunder under this Agreement and thereunder, and such action has been duly authorized by all necessary corporate action by Sellerthe Transaction Documents to which it is a party.

Appears in 1 contract

Samples: Stock Purchase Agreement (Apogee Enterprises Inc)

Enforceability; Authority; No Conflict. 7.3.1 (a) This Agreement constitutes the legal, valid and binding obligation of Seller and is enforceable against it in accordance with its terms. Upon the execution and delivery by Seller of each agreement to be executed or delivered by Seller at the Closing (collectively, the “Seller Seller’s Closing Documents”), each of the Seller Seller’s Closing Documents will constitute the legal, valid and binding obligation of Seller, Seller enforceable against Seller in accordance with its terms. Seller has the corporate absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller Seller’s Closing Documents to which it is a party and to perform its obligations hereunder under this Agreement and thereunderSeller’s Closing Documents, and such action has been duly authorized by all necessary corporate action by Seller’s shareholders and board of directors.

Appears in 1 contract

Samples: Asset Purchase Agreement (Caraustar Industries Inc)

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