Organization and Authority of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the Laws of the state of Delaware. Buyer has full corporate power and authority to enter into this Agreement and the Ancillary Documents to which Buyer is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement and any Ancillary Document to which Buyer is a party has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by each other party thereto) this Agreement and any Ancillary Document to which Buyer is a party constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms.
Appears in 3 contracts
Samples: Membership Interest Purchase Agreement (Gse Systems Inc), Membership Interest Purchase Agreement (Gse Systems Inc), Stock Purchase Agreement (Gse Systems Inc)
Organization and Authority of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the Laws laws of the state State of Delaware. Buyer Nevada and has full all necessary corporate power and authority to enter into this Agreement and the Ancillary Documents Agreements to which Buyer it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any the Ancillary Document Agreements to which Buyer it is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of BuyerBuyer and (if applicable) its stockholders. This Agreement has been, and any upon their execution the Ancillary Document Agreements to which Buyer is a party has been shall have been, duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by each other party theretoSeller) this Agreement constitutes, and any upon their execution the Ancillary Document Agreements to which Buyer is a party constitutes a shall constitute, legal, valid and binding obligation obligations of Buyer Buyer, enforceable against Buyer in accordance with its their respective terms.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Integrated Ventures, Inc.), Asset Purchase Agreement (Integrated Ventures, Inc.)
Organization and Authority of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the Laws of the state of DelawareFlorida. Buyer has full corporate power and authority to enter into this Agreement and the Ancillary other Transaction Documents to which Buyer is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary other Transaction Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement and any Ancillary Document to which Buyer is a party has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by each other party thereto) this Agreement and any Ancillary Document to which Buyer is a party constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms. When each other Transaction Document to which Buyer is or will be a party has been duly executed and delivered by Buyer, such Transaction Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (National Waste Management Holdings, Inc.), Membership Interest Purchase Agreement (National Waste Management Holdings, Inc.)
Organization and Authority of Buyer. Buyer is a corporation limited partnership duly organized, validly existing and in good standing under the Laws of the state of Delaware. Buyer has full corporate power and authority to enter into this Agreement and the Ancillary other Transaction Documents to which Buyer is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebytransactions. The execution and delivery by Buyer of this Agreement and any Ancillary other Transaction Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the contemplated transactions contemplated hereby and thereby have been duly authorized by all requisite corporate partnership action on the part of Buyer. This Agreement and any Ancillary Document to which Buyer is a party has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by each other party theretoSeller) this Agreement and any Ancillary Document to which Buyer is a party constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms. When each other Transaction Document to which Buyer is or will be a party has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party to the Transaction Documents), the Transaction Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement, Membership Interest Purchase Agreement (Global Partners Lp)
Organization and Authority of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the Laws of the state State of DelawareMinnesota. Buyer has full corporate all requisite power and authority to enter into this Agreement and the Ancillary other Transaction Documents to which Buyer is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary other Transaction Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement and any Ancillary Document the other Transaction Documents to which Buyer is a party has have been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by each other party thereto) this Agreement and any Ancillary Document the other Transaction Documents to which Buyer is a party constitutes a constitute legal, valid and binding obligation obligations of Buyer enforceable against Buyer in accordance with its terms...
Appears in 1 contract
Organization and Authority of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the Laws of the state of DelawareNevada. Buyer has full corporate power and authority to enter into this Agreement and the Ancillary other Transaction Documents to which Buyer is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary other Transaction Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement and any Ancillary Document to which Buyer is a party has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by each other party thereto) this Agreement and any Ancillary Document to which Buyer is a party constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms. When each other Transaction Document to which Buyer is or will be a party has been duly executed and delivered by Buyer, such Transaction Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Multimedia Platforms Inc.)
Organization and Authority of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the Laws of the state State of Delaware. Buyer has full corporate organizational power and authority to enter into this Agreement and the Ancillary Documents to which Buyer Xxxxx is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary Document to which Buyer Xxxxx is a party, the performance by Buyer Xxxxx of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate organizational action on the part of Buyer. This Agreement and any each Ancillary Document to which Buyer is a party has been duly executed and delivered by BuyerXxxxx, and (assuming due authorization, execution and delivery by each other party Seller, to the extent parties thereto) this Agreement and any each such Ancillary Document to which Buyer is a party Documents constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Kingsway Financial Services Inc)
Organization and Authority of Buyer. Buyer is a corporation limited liability company duly organized, validly existing and in good standing under the Laws of the state State of Delaware. Buyer has full corporate organizational power and authority to enter into this Agreement and the Ancillary Documents to which Buyer Xxxxx is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary Document to which Buyer Xxxxx is a party, the performance by Buyer Xxxxx of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate organizational action on the part of Buyer. This Agreement and any each Ancillary Document to which Buyer is a party has been duly executed and delivered by BuyerXxxxx, and (assuming due authorization, execution and delivery by each other party Sellers, to the extent parties thereto) this Agreement and any each such Ancillary Document to which Buyer is a party Documents constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms.
Appears in 1 contract
Samples: Stock Purchase Agreement (Kingsway Financial Services Inc)