Common use of Organization and Corporate Authority Clause in Contracts

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 Transaction Documents have been (or upon execution will have been) duly executed and delivered by Buyer and effectively authorized by all necessary action, 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 2 contracts

Samples: Contribution Agreement (Brite Voice Systems Inc), Stock Purchase Agreement (Eps Solutions Corp)

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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 been (or upon execution by Buyer will have been) duly executed and delivered by Buyer and effectively authorized by all necessary action, 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.by

Appears in 1 contract

Samples: Stock Purchase Agreement (Eps Solutions Corp)

Organization and Corporate Authority. The Buyer is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and has all requisite the corporate power to execute, deliver and authority to enter into perform this Agreement and to consummate the transactions contemplated hereby. This Agreement and hereby on the Transaction Documents have been (or upon execution will have been) duly executed and delivered by Buyer and effectively authorized by all necessary action, corporate or otherwise, and constitute (or upon execution will constitute) legal, valid and binding obligations part of the Buyer, except as such enforceability may be limited by the Bankruptcy Exception.

Appears in 1 contract

Samples: Warrant Purchase and Sale Agreement (Clearwater Fund Iv LLC)

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Organization and Corporate Authority. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions transaction contemplated hereby. This Agreement and all other agreements herein contemplated to be executed by the Transaction Documents Buyer in connection herewith have been (or upon execution will have been) duly executed and delivered by Buyer and the Buyer, have been effectively authorized by all necessary action, corporate or otherwise, and constitute (or upon execution will constitute) legal, valid and binding obligations of the Buyer, except as such enforceability may be limited by the Bankruptcy Exception.

Appears in 1 contract

Samples: Stock Purchase Agreement (Smtek International Inc)

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