Organization and Corporate Authority. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement and the other Transaction Documents to be executed and delivered by Buyer have been (or upon execution by Buyer will have been) duly executed and delivered by Buyer, have been effectively authorized by all necessary action of Buyer, corporate or otherwise, and constitute (or upon execution will constitute) legal, valid and binding obligations of Buyer, except as such enforceability may be limited by the Bankruptcy Exception.
Appears in 10 contracts
Samples: Securities Purchase Agreement (Eps Solutions Corp), Securities Purchase Agreement (Eps Solutions Corp), Stock Purchase Agreement (Eps Solutions Corp)
Organization and Corporate Authority. Buyer is a corporation limited liability company , duly organized, validly existing and in good standing under the laws Laws of the State of Delaware and has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated herebyTransactions. This Agreement and the all other Transaction Documents agreements herein contemplated to be executed and delivered by Buyer in connection herewith have been (or upon execution by Buyer will have been) duly executed and delivered by Buyer, have been effectively authorized by all necessary action of Buyer, corporate or otherwiseaction, and constitute (or upon execution will constitute) legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their terms (except as such enforceability may be limited by the Bankruptcy Exceptioninsolvency, fraudulent conveyance and other laws affecting creditors rights and remedies generally).
Appears in 2 contracts
Samples: Asset Purchase Agreement (American Pad & Paper Co), Asset Purchase Agreement (American Pad & Paper Co)
Organization and Corporate Authority. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware with full corporate power and authority to carry on its business as it is now conducted and to own, lease or operate its assets and properties and has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement and the other Transaction Documents to be executed and delivered by Buyer have has been (or upon execution by Buyer will have been) duly executed and delivered by Buyer, have has been effectively authorized by all necessary action of Buyer, corporate or otherwise, and constitute (or upon execution will constitute) constitutes the legal, valid and binding obligations obligation of Buyer, except as such enforceability may be limited by the Bankruptcy ExceptionEnforceability Exceptions.
Appears in 1 contract
Samples: Agreement (Eps Solutions Corp)