Organization and Authority of Seller. Seller is a corporation duly organized, validly existing and in good standing under the Laws of the state of Nevada. Seller has full corporate power and authority to enter into this Agreement and the Ancillary Documents to which Seller 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 Seller of this Agreement and Ancillary Document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder, and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms. When an Ancillary Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery by each other party thereto), the Ancillary Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Air Industries Group), Stock Purchase Agreement (Cpi Aerostructures Inc)
Organization and Authority of Seller. Seller is a corporation limited liability company, duly organized, validly existing and in good standing under the Laws of the state State of NevadaDelaware. Seller has full corporate power and authority to enter into this Agreement and the Ancillary Documents to which Seller 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 Seller of this Agreement and any Ancillary Document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder, and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution execution, and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms. When an each Ancillary Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorizationSeller, execution and delivery by each other party thereto), the such Ancillary Document will constitute a legal and binding obligation of Seller Seller, enforceable against it in accordance with its terms.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Enservco Corp)
Organization and Authority of Seller. (a) If Seller is not a natural person, Seller is a corporation corporation, trust, limited liability or partnership duly organized, validly existing and in good standing under the Laws of the state of Nevadaits organization (as applicable). Seller has full corporate power and authority to enter into this Agreement and the Ancillary Documents to which Seller is a partyTransaction Documents, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and Ancillary Document to which Seller is a partythe Transaction Documents, the performance by Seller of its obligations hereunder and thereunder, and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement .
(b) If Seller is a natural person, Seller has full legal capacity to enter into the Transaction Documents, to carry out his or her obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.
(c) The Transaction Documents have been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyerthe other parties thereto) this Agreement constitutes the Transaction Documents constitute a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms. When an Ancillary Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery by each other party thereto), the Ancillary Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms.
Appears in 1 contract
Samples: Stock Purchase Agreement (Security National Financial Corp)
Organization and Authority of Seller. If applicable to any Seller, such Seller is a corporation legal entity duly organizedorganized or incorporated, validly existing and in good standing under the Laws of the state of Nevadaorganization or incorporation. Such Seller has full corporate power and authority to enter into this Agreement and the Ancillary Documents to which such Seller 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 such Seller of this Agreement and any Ancillary Document to which such Seller is a party, the performance by such Seller of its obligations hereunder and thereunder, and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution execution, and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of such Seller enforceable against such Seller in accordance with its terms. When an each Ancillary Document to which such Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorizationsuch Seller, execution and delivery by each other party thereto), the such Ancillary Document will constitute a legal and binding obligation of such Seller enforceable against it in accordance with its terms.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Wrap Technologies, Inc.)
Organization and Authority of Seller. Seller is a corporation duly organized, validly existing and in good standing under the Laws of the state of NevadaDelaware. Seller has full corporate power and authority to enter into this Agreement and the Ancillary Documents to which Seller 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 Seller of this Agreement and any Ancillary Document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder, and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution execution, and delivery by Buyer) this Agreement constitutes a legal, valid valid, and binding obligation of Seller enforceable against Seller in accordance with its terms. When an each Ancillary Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution execution, and delivery by each other party thereto), the such Ancillary Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (reAlpha Tech Corp.)
Organization and Authority of Seller. Seller is a corporation duly organized, validly existing and in good standing under the Laws of the state of NevadaDelaware. Seller has full all necessary corporate power and authority to enter into this Agreement and the Ancillary other Transaction Documents to which Seller 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 Seller of this Agreement and Ancillary any other Transaction Document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder, thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). When an Ancillary each other Transaction Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery by each other party thereto), the Ancillary such Transaction Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms.
Appears in 1 contract
Organization and Authority of Seller. Seller is a corporation limited liability company duly organized, validly existing and in good standing under the Laws of the state of NevadaWyoming. Seller has full corporate limited liability company power and authority to enter into this Agreement and the Ancillary Documents to which Seller is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebycontemplated. The execution and delivery by Seller of this Agreement and any Ancillary Document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder, and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate limited liability company action on the part of Seller. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution execution, and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms. When an each Ancillary Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery by each other party thereto), the such Ancillary Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (XLR Medical Corp.)
Organization and Authority of Seller. Seller is a corporation duly organized, validly existing and in good standing under the Laws of the state of Nevada. Western Australia, in the country of Australia, Seller has full corporate power and authority to enter into this Agreement and the Ancillary other Transaction Documents to which Seller 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 Seller of this Agreement and Ancillary any other Transaction Document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder, thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms. When an Ancillary each other Transaction Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery by each other party thereto), the Ancillary such Transaction Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms.
Appears in 1 contract
Samples: Securities Purchase Agreement (Voyager Oil & Gas, Inc.)
Organization and Authority of Seller. Seller is a corporation duly organized, validly existing and in good standing under the Laws of the state State of NevadaDelaware. Seller has full corporate power and authority to enter into this Agreement and the Ancillary other Transaction Documents to which Seller 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 Seller of this Agreement and Ancillary any other Transaction Document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder, thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms. When an Ancillary each other Transaction Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery by each other party thereto), the Ancillary such Transaction Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms, subject, as to enforcement, to the Remedies Exception.
Appears in 1 contract
Organization and Authority of Seller. Seller is a corporation limited liability company duly organized, validly existing and in good standing under the Laws of its organization, as stated in the state of Nevada. Seller has full corporate preamble, with the power and authority to enter into this Agreement and the Ancillary Documents to which Seller is a party, to carry out its obligations hereunder and thereunder thereunder, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and any Ancillary Document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder, and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate required limited liability company action on the part of Seller. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution execution, and delivery by Buyer) this Agreement constitutes a legal, valid and legally binding obligation of Seller enforceable against Seller in accordance with its terms. When an each Ancillary Document to which Seller or either Company is or will be a party has been duly executed and delivered by Seller or that Company (assuming due authorization, execution execution, and delivery by each other party thereto), the such Ancillary Document will constitute a legal and binding obligation of Seller or that Company, enforceable against it in accordance with its terms.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (SPI Energy Co., Ltd.)
Organization and Authority of Seller. Seller is a corporation duly organized, validly existing and in good standing under the Laws of the state of NevadaArizona. Seller has full corporate power and authority to enter into this Agreement and the Ancillary other Transaction Documents to which Seller 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 Seller of this Agreement and Ancillary any other Transaction Document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder, thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms. When an Ancillary each other Transaction Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery by each other party thereto), the Ancillary such Transaction Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Prospect Global Resources Inc.)
Organization and Authority of Seller. Seller is a corporation duly organized, validly existing and in good standing under the Laws of the state State of NevadaTexas. Seller has full corporate power and authority to enter into this Agreement and the Ancillary other Transaction Documents to which Seller 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 Seller of this Agreement and Ancillary any other Transaction Document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder, thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms. When an Ancillary each other Transaction Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery by each other party thereto), the Ancillary such Transaction Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms.
Appears in 1 contract
Organization and Authority of Seller. Seller is a corporation sub-trust of a trust duly organized, validly existing and in good standing under the Laws of the state of NevadaCayman Islands. Seller has full corporate power and authority to enter into this Agreement and the Ancillary other Transaction Documents to which Seller 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 Seller of this Agreement and Ancillary any other Transaction Document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder, thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by BuyerBuyer and the Company) this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms. When an Ancillary each other Transaction Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery by each other party thereto), the Ancillary such Transaction Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms.
Appears in 1 contract
Organization and Authority of Seller. Seller is a corporation duly organized, validly existing and in good standing under the Laws laws of the state State of Nevada. Seller Indiana, and has full corporate all requisite power and authority to enter into own, lease and operate its properties, to execute and deliver this Agreement and each other agreement, instrument or document to be executed and delivered by Seller pursuant hereto (collectively, the Ancillary Documents to which Seller is a party"Related Agreements"), to carry out perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and Ancillary Document to which Seller is a partythe Related Agreements by Seller, the performance of this Agreement and the Related Agreements by Seller of its obligations hereunder and thereunderSeller, and the consummation by Seller of the transactions contemplated hereby and thereby thereby, have been duly authorized authorized by all requisite corporate necessary action on the part of SellerSeller and no other proceeding on the part of Seller is necessary to authorize this Agreement or the Related Agreements or to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Seller, Seller and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, the valid and binding obligation of Seller Seller, enforceable against Seller in accordance with its terms. When an Ancillary Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, Upon its execution and delivery by Seller, each other party thereto), the Ancillary Document Related Agreement will constitute a legal the valid and binding obligation of Seller Seller, enforceable against it Seller in accordance with its terms.
Appears in 1 contract
Organization and Authority of Seller. Seller is a corporation duly organized, validly existing and in good standing under the Laws of the state of NevadaDelaware. Seller has full corporate power and authority to enter into this Agreement and the Ancillary Documents to which Seller 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 Seller of this Agreement and any Ancillary Document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder, and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms. When an each other Ancillary Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery by each other party thereto), the such Ancillary Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms.
Appears in 1 contract
Samples: Stock Purchase Agreement (Spendsmart Networks, Inc.)