Common use of Organization and Authority of Seller Clause in Contracts

Organization and Authority of Seller. Seller is a corporation duly organized, validly existing and in good standing under the Laws of the State of Utah. Seller has all necessary corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Seller of this Agreement, the performance by Seller of its obligations hereunder and the consummation by Seller of the transactions contemplated hereby 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).

Appears in 3 contracts

Samples: Securities Purchase Agreement, Securities Purchase Agreement, Securities Purchase Agreement

AutoNDA by SimpleDocs

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 UtahDelaware. Seller has all necessary corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Seller of this Agreement, the performance by Seller of its obligations hereunder and the consummation by Seller of the transactions contemplated hereby 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).

Appears in 2 contracts

Samples: Stock Purchase Agreement (Sanomedics, Inc.), Stock Purchase Agreement (POSITIVEID Corp)

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 UtahNevada. Seller has all necessary corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Seller of this Agreement, the performance by Seller of its obligations hereunder and the consummation by Seller of the transactions contemplated hereby 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).

Appears in 2 contracts

Samples: Securities Exchange Agreement (Ecoark Holdings, Inc.), Securities Exchange Agreement (Humbl, 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 UtahTexas. Seller has all necessary corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Seller of this Agreement, the performance by Seller of its obligations hereunder and the consummation by Seller of the transactions contemplated hereby 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).

Appears in 1 contract

Samples: Stock Purchase Agreement (Martin Midstream Partners Lp)

Organization and Authority of Seller. Seller is a corporation sociedade anônima duly organized, organized and validly existing and in good standing under the Laws laws of the State Federative Republic of UtahBrazil. Seller has all necessary corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Seller of this AgreementAgreement by Xxxxxx, the performance by Seller of its obligations hereunder hereunder, and the consummation by Seller of the transactions contemplated hereby 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 Buyerthe Company) this Agreement constitutes a the legal, valid and binding obligation of Seller, Seller enforceable against Seller in accordance with its terms, except as such enforceability may be is limited by by: (a) any applicable bankruptcy, insolvency, reorganization, moratorium moratorium, or similar Laws affecting creditors' rights generally and by generally; or (b) general principles of equity (regardless of equity, whether enforcement is sought considered in a proceeding in equity or at law or in equity)Law.

Appears in 1 contract

Samples: Share Purchase Agreement (Itausa S.A.)

Organization and Authority of Seller. Seller is a corporation duly organized, validly existing and in good standing under the Laws of the State Republic of Utahthe Seychelles. Seller has all necessary full corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Seller of this Agreement, the performance by Seller of its obligations hereunder and the consummation by Seller of the transactions contemplated hereby 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 Seller) this Agreement constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, terms (except as such enforceability may be limited by bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or similar Laws affecting creditors' the rights of creditors generally and by general principles the availability of equity (regardless of whether enforcement is sought in a proceeding at law or in equityequitable remedies).

Appears in 1 contract

Samples: Stock Purchase Agreement (Nanobeak, 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 UtahMinnesota. Seller has all necessary corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Seller of this Agreement, the performance by Seller of its obligations hereunder and the consummation by Seller of the transactions contemplated hereby 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).

Appears in 1 contract

Samples: Stock Purchase Agreement (Patterson Companies, Inc.)

AutoNDA by SimpleDocs

Organization and Authority of Seller. Seller is a corporation duly organizedincorporated, validly existing and in good standing under the Laws of the State state of UtahDelaware. Seller has all necessary corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated herebyTransactions. The execution and delivery by Seller of this Agreement, the performance by such Seller of its obligations hereunder and the consummation by such Seller of the transactions contemplated hereby Transactions have been duly authorized by all requisite corporate action on the part of such 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 such Seller, enforceable against such 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 equity, whether enforcement is sought in a proceeding at law or in equity).

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (TerraForm Power, 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 UtahDelaware. Seller has all necessary corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Seller of this Agreement, the performance by Seller of its obligations hereunder and the consummation by Seller of the transactions contemplated hereby 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).

Appears in 1 contract

Samples: Stock Purchase Agreement (Hudson Technologies Inc /Ny)

Organization and Authority of Seller. Seller is a corporation duly organized, validly existing and in good standing under the Laws of the State of UtahDelaware. Seller has all necessary corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Seller of this Agreement, the performance by Seller of its obligations hereunder and the consummation by Seller of the transactions contemplated hereby 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 obligations 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).

Appears in 1 contract

Samples: Stock Purchase Agreement (Nuvectra Corp)

Time is Money Join Law Insider Premium to draft better contracts faster.