Common use of Organization and Authority of Seller Clause in Contracts

Organization and Authority of Seller. Seller is a limited liability company duly organized, validly existing and in good standing under the Laws of the state of Nevada. Seller has full 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 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 limited liability company 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 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, as applicable), such Ancillary Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms.

Appears in 4 contracts

Samples: Membership Interest Purchase Agreement (Focus Impact BH3 NewCo, Inc.), Membership Interest Purchase Agreement (Camber Energy, Inc.), Membership Interest Purchase Agreement (Camber Energy, Inc.)

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Organization and Authority of Seller. Each of SED and Seller is a limited liability company corporation duly organized, validly existing and in good standing under the Laws of the state Singapore. Each of Nevada. SED and Seller has full limited liability company 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 each of SED and Seller of this Agreement and any the Ancillary Document Documents to which Seller it is a party, the performance by each of SED and Seller of its obligations hereunder and thereunder, and the consummation by each of SED and Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite limited liability company corporate action on the part of SED or Seller, as the case may be. This Agreement has been duly executed and delivered by each of SED and Seller, and (assuming due authorization, execution, execution and delivery by Buyerthe other Parties hereto) this Agreement constitutes a legal, valid and binding obligation of each of SED and Seller enforceable against Seller it in accordance with its terms. When each other Ancillary Document Documents to which each of SED and Seller is or will be a party has been duly executed and delivered by Seller it (assuming due authorization, execution, execution and delivery by each other party Party thereto, as applicable), such Ancillary Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms.

Appears in 4 contracts

Samples: Share Exchange Agreement (Impact Biomedical Inc.), Share Exchange Agreement (Impact Biomedical Inc.), Share Exchange Agreement (Document Security Systems Inc)

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Organization and Authority of Seller. Seller is a limited liability company or corporation duly organized, validly existing and in good standing under the Laws of the state of Nevadaits organization. Seller has full 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 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 limited liability company or corporate , as the case may be, 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 other parties hereto) this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms. When 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, as applicable), such Ancillary Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms.

Appears in 2 contracts

Samples: Share Purchase Agreement (Odyssey Marine Exploration Inc), Share Purchase Agreement (Odyssey Marine Exploration Inc)

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