Organization and Authority of Seller; Enforceability. Seller is a limited liability company formed and existing under the laws of the jurisdiction of its formation and has the limited liability company power and authority to enter into this Agreement and the Transaction Documents to be delivered hereunder, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Seller of this Agreement and the Transaction Documents to be delivered hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate actions on the part of Seller. This Agreement and the Transaction Documents to be delivered hereunder have been duly executed and delivered by Xxxxxx, and (assuming due authorization, execution and delivery by Xxxxx) this Agreement and the Transaction Documents to be delivered hereunder constitute legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms (subject to the effect of the exercise of judicial discretion in accordance with general principles of equity (whether applied by a court of law or of equity).
Appears in 1 contract
Samples: Asset Purchase Agreement
Organization and Authority of Seller; Enforceability. Seller is a limited liability company formed duly organized, validly existing and existing in good standing under the laws of the jurisdiction state of its formation and Delaware. Seller has the full limited liability company power and authority to enter into this Agreement and the Transaction Documents documents to be delivered hereunder, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Seller of this Agreement and the Transaction Documents documents to be delivered hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate actions limited liability company action on the part of Seller. This Agreement and the Transaction Documents documents to be delivered hereunder have been duly executed and delivered by XxxxxxSeller, and (assuming due authorization, execution and delivery by XxxxxPurchaser) this Agreement and the Transaction Documents documents to be delivered hereunder constitute legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms (subject to the effect of the exercise of judicial discretion in accordance with general principles of equity (whether applied by a court of law or of equity)terms.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Sysorex, Inc.)
Organization and Authority of Seller; Enforceability. Seller is a limited liability company formed duly organized, validly existing and existing in good standing under the laws of the jurisdiction state of its formation and Alabama. Seller has the full limited liability company power and authority to enter into this Agreement and the Transaction Documents documents to be delivered hereunder, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Seller of this Agreement and the Transaction Documents documents to be delivered hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate actions limited liability company action on the part of Seller. This Agreement and the Transaction Documents documents to be delivered hereunder have been duly executed and delivered by XxxxxxSeller, and (assuming due authorization, execution and delivery by XxxxxBuyer) this Agreement and the Transaction Documents documents to be delivered hereunder constitute legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms (subject to the effect of the exercise of judicial discretion in accordance with general principles of equity (whether applied by a court of law or of equity)terms.
Appears in 1 contract
Samples: Asset Purchase Agreement (Standard Diversified Inc.)
Organization and Authority of Seller; Enforceability. Seller is a limited liability company formed duly organized, validly existing and existing in good standing under the laws of the jurisdiction state of its formation and Texas. Seller has the full limited liability company power and authority to enter into this Agreement and the Transaction Documents documents to be delivered hereunder, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Seller of this Agreement and the Transaction Documents documents to be delivered hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate actions limited liability company action on the part of Seller. This Agreement and the Transaction Documents documents to be delivered hereunder have been duly executed and delivered by XxxxxxSeller, and (assuming due authorization, execution and delivery by XxxxxBuyer) this Agreement and the Transaction Documents documents to be delivered hereunder constitute legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms (subject to the effect of the exercise of judicial discretion in accordance with general principles of equity (whether applied by a court of law or of equity)terms.
Appears in 1 contract
Samples: Asset Purchase Agreement (Special Diversified Opportunities Inc.)