Organization; Authority. Such Purchaser is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
Appears in 179 contracts
Samples: Securities Purchase Agreement (Pure Bioscience, Inc.), Securities Purchase Agreement (RespireRx Pharmaceuticals Inc.), Securities Purchase Agreement (Pure Bioscience, Inc.)
Organization; Authority. Such Purchaser is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement the Transaction Documents and performance by such Purchaser of the transactions contemplated by this Agreement the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
Appears in 104 contracts
Samples: Securities Purchase Agreement (Barfresh Food Group Inc.), Securities Purchase Agreement (Barfresh Food Group Inc.), Securities Purchase Agreement (Barfresh Food Group Inc.)
Organization; Authority. Such Purchaser is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement the Transaction Documents and performance by such Purchaser of the transactions contemplated by this Agreement the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
Appears in 52 contracts
Samples: Securities Purchase Agreement (ADiTx Therapeutics, Inc.), Joinder Agreement (Codesmart Holdings, Inc.), Securities Purchase Agreement (Codesmart Holdings, Inc.)
Organization; Authority. Such The Purchaser is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and performance by such the Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such the Purchaser. Each Transaction Document to which it is a party has been duly executed by such the Purchaser, and when delivered by such the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such the Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
Appears in 11 contracts
Samples: Securities Purchase Agreement (Bio-Path Holdings Inc), Subscription Agreement (ARCA Biopharma, Inc.), Subscription Agreement (ARCA Biopharma, Inc.)
Organization; Authority. Such Purchaser is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
Appears in 9 contracts
Samples: Securities Purchase Agreement (Catasys, Inc.), Securities Purchase Agreement (Catasys, Inc.), Securities Purchase Agreement (Catasys, Inc.)
Organization; Authority. Such Purchaser is either an individual or an entity duly organizedincorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its organization incorporation or formation with full right, corporate corporate, partnership, limited liability company or partnership similar power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement and performance by such Purchaser of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party This Agreement has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
Appears in 6 contracts
Samples: Securities Purchase Agreement (T2 Biosystems, Inc.), Securities Purchase Agreement (T2 Biosystems, Inc.), Securities Purchase Agreement (T2 Biosystems, Inc.)
Organization; Authority. Such Purchaser is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of this Agreement and performance by such Purchaser of the Transaction Documents and the transactions contemplated by this Agreement hereby and thereby have been duly and validly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereofhereof and thereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ ' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
Appears in 5 contracts
Samples: Securities Purchase Agreement (World Surveillance Group Inc.), Securities Purchase Agreement (World Surveillance Group Inc.), Securities Purchase Agreement (World Surveillance Group Inc.)
Organization; Authority. Such Purchaser Purchaser, if not a natural person, is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The , and the execution and delivery of this Agreement the Transaction Documents and performance by such Purchaser of the transactions contemplated by this Agreement the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Lifevantage Corp), Securities Purchase Agreement (Lifevantage Corp), Securities Purchase Agreement (Lifevantage Corp)
Organization; Authority. Such Purchaser if an entity, is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement the Transaction Documents and performance by such Purchaser of the transactions contemplated by this Agreement the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it a Purchaser is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
Appears in 4 contracts
Samples: Security Agreement (Capital Growth Systems Inc /Fl/), Securities Purchase Agreement (Capital Growth Systems Inc /Fl/), Securities Purchase Agreement (Capital Growth Systems Inc /Fl/)
Organization; Authority. Such The Purchaser is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement and performance by such the Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such the Purchaser. Each Transaction Document to which it is a party has been duly executed by such the Purchaser, and when delivered by such the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such the Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
Appears in 4 contracts
Samples: Subscription Agreement (ARCA Biopharma, Inc.), Subscription Agreement (ARCA Biopharma, Inc.), Subscription Agreement (Atlas Venture Fund VII L P)
Organization; Authority. Such Purchaser Purchaser, if not a natural person, is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The , and the execution and delivery of this Agreement the Transaction Documents and performance by such Purchaser of the transactions contemplated by this Agreement the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ ' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
Appears in 4 contracts
Samples: Securities Purchase Agreement (NTN Buzztime Inc), Securities Purchase Agreement (Mitek Systems Inc), Securities Purchase Agreement (Mitek Systems Inc)
Organization; Authority. Such Purchaser is either an individual or an entity duly organizedincorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its organization incorporation or formation with full right, corporate corporate, partnership, limited liability company or partnership similar power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement and performance by such Purchaser of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party This Agreement has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Avinger Inc), Securities Purchase Agreement (Avinger Inc), Securities Purchase Agreement (Avinger Inc)
Organization; Authority. Such Purchaser is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such the Purchaser. Each Transaction Document to which it is a party has been duly executed by such the Purchaser, and when delivered by such the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such the Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
Appears in 3 contracts
Samples: Subscription Agreement (Marathon Patent Group, Inc.), Subscription Agreement (Inventergy Global, Inc.), Subscription Agreement (Sito Mobile, Ltd.)
Organization; Authority. Such Purchaser The Lender is either an individual or an entity duly organizedincorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its organization California with full right, corporate corporate, partnership, limited liability company or partnership similar power and authority to enter into and to consummate the transactions contemplated by this Agreement the Loan Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement the Loan Documents and performance by such Purchaser the Lender of the transactions contemplated by this Agreement the Loan Documents have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaserthe Lender. Each Transaction Loan Document to which it is a party has been duly executed by such Purchaserthe Lender, and when delivered by such Purchaser the Lender in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaserthe Lender, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
Appears in 3 contracts
Samples: Agreement (Triton Emission Solutions Inc.), Loan Agreement (Poly Shield Technologies Inc.), Loan Agreement (Poly Shield Technologies Inc.)
Organization; Authority. Such Purchaser Purchaser, if not an individual, is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement the Transaction Documents and performance by such Purchaser of the transactions contemplated by this Agreement the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Mitek Systems Inc), Securities Purchase Agreement (Imageware Systems Inc)
Organization; Authority. Such The Purchaser is either an individual or an entity duly organizedformed, validly existing and in good standing under the laws of the jurisdiction of its organization formation with full right, corporate or partnership similar power and authority to enter into and to consummate the transactions contemplated by this Agreement the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement the Transaction Documents and performance by such Purchaser of the transactions contemplated by this Agreement the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such the Purchaser. Each Transaction Document to which it is a party has been duly executed by such the Purchaser, and when delivered by such the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such the Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, ; (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies remedies; and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Sucampo Pharmaceuticals, Inc.), Securities Purchase Agreement (Cancer Prevention Pharmaceuticals, Inc.)
Organization; Authority. Such If such Purchaser is either an individual or entity, such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of this Agreement and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all any necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it such Purchaser is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
Appears in 2 contracts
Samples: Securities Purchase Agreement (New Energy Technologies, Inc.), Securities Purchase Agreement (New Energy Technologies, Inc.)
Organization; Authority. Such The Purchaser is either an individual or an entity duly organizedincorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its organization incorporated or formed with full right, corporate corporate, partnership, limited liability company or partnership similar power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and performance by such the Purchaser of the transactions contemplated by this Agreement herein have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such the Purchaser. Each Transaction Document to which it is a party This Agreement has been duly executed by such the Purchaser, and when delivered by such the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such the Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
Appears in 2 contracts
Samples: Warrant Exercise Agreement (Jaguar Health, Inc.), Warrant Exercise and Preferred Stock Amendment Agreement (Jaguar Health, Inc.)
Organization; Authority. Such If not a natural person, such Purchaser is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement the Transaction Documents and performance by such Purchaser of the transactions contemplated by this Agreement the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Aspen Group, Inc.), Securities Purchase Agreement (Aspen Group, Inc.)
Organization; Authority. Such The Purchaser is either an individual or an entity and the Parent are each a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction State of its organization Nevada, with full right, corporate or partnership the requisite power and authority to enter into and to consummate the transactions contemplated by this Agreement the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement each of the Transaction Documents and performance the consummation by such Purchaser it of the transactions contemplated by this Agreement hereby and thereby have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, corporate action on the part of such the Purchaser. Each Transaction Document to which it is a party has been (or upon delivery will be) duly executed by such the Purchaser, and when delivered by such the Purchaser in accordance with the terms hereofhereof and thereof, will constitute the legal, valid and legally binding obligation of such the Purchaser, enforceable against it in accordance with its terms, except: except (ia) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (iib) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iiic) insofar as indemnification and contribution provisions may be limited by applicable law.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (World Technology Corp.), Common Stock Purchase Agreement (World Media & Technology Corp.)
Organization; Authority. Such Purchaser is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such PurchaserPurchaser and, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Dejour Enterprises LTD), Securities Purchase Agreement (Dejour Enterprises LTD)
Organization; Authority. Such The Purchaser is either an individual or an entity a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization Cayman Islands, with full right, corporate or partnership the requisite power and authority to enter into and to consummate the transactions contemplated by this Agreement the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement each of the Transaction Documents and performance the consummation by such Purchaser it of the transactions contemplated by this Agreement hereby and thereby have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, corporate action on the part of such the Purchaser. Each Transaction Document to which it is a party has been (or upon delivery will be) duly executed by such the Purchaser, and when delivered by such the Purchaser in accordance with the terms hereofhereof and thereof, will constitute the legal, valid and legally binding obligation of such the Purchaser, enforceable against it in accordance with its terms, except: except (ia) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (iib) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iiic) insofar as indemnification and contribution provisions may be limited by applicable law.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Coca Cola Co), Common Stock Purchase Agreement (Green Mountain Coffee Roasters Inc)
Organization; Authority. Such The Purchaser is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and performance by such the Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such the Purchaser. Each Transaction Document to which it is a party has been duly executed by such the Purchaser, and when delivered by such the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such the Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Trovagene, Inc.), Securities Purchase Agreement (Akeena Solar, Inc.)
Organization; Authority. Such The Purchaser is either an individual or an entity duly organizedincorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its organization incorporation with full right, corporate or partnership power and authority to enter into the Transaction Agreements, to which it is a party, and to consummate the transactions contemplated by this Agreement the Transaction Agreements and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement the Transaction Agreements, to which it is a party, and performance by such the Purchaser of the transactions contemplated by this Agreement the Transaction Agreements have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, corporate action on the part of such the Purchaser. Each The Transaction Document Agreements, to which it is a party has party, have been duly executed by such Purchaser, and when delivered by such the Purchaser in accordance with the terms hereof, will and constitute the valid and legally binding obligation obligations of such the Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
Appears in 2 contracts
Samples: Notes Purchase Agreement, Notes Purchase Agreement (Keryx Biopharmaceuticals Inc)
Organization; Authority. Such If such Purchaser is either an individual or entity, such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of this Agreement and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all any necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it Purchaser is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
Appears in 2 contracts
Samples: Securities Purchase Agreement (HyperSpace Communications, Inc.), Securities Purchase Agreement (HyperSpace Communications, Inc.)
Organization; Authority. Such The Purchaser is either an individual or an entity duly organizedincorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its organization incorporation or formation with full right, corporate corporate, partnership, limited liability company or partnership similar power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement and performance by such the Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such the Purchaser. Each Transaction Document to which it is a party This Agreement has been duly executed by such the Purchaser, and when delivered by such the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such the Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
Appears in 1 contract
Samples: Share Purchase Agreement (Pintec Technology Holdings LTD)
Organization; Authority. Such Purchaser is either an individual a Person or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement the Transaction Documents and performance by such Purchaser of the transactions contemplated by this Agreement the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
Appears in 1 contract
Samples: Securities Purchase Agreement (Innovative Card Technologies Inc)
Organization; Authority. Such Purchaser is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement the Transaction Documents and performance by such Purchaser of the transactions contemplated by this Agreement the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, ; (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies remedies; and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
Appears in 1 contract
Samples: Securities Purchase Agreement (NXT Nutritionals Holdings, Inc.)
Organization; Authority. Such Purchaser is either an individual or an entity duly organizedincorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its organization incorporation or formation with full right, corporate corporate, partnership, limited liability company or partnership similar power and authority to enter into and to consummate the transactions contemplated by this Agreement the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement the Transaction Documents and performance by such Purchaser of the transactions contemplated by this Agreement the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, corporate action and on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
Appears in 1 contract
Samples: Securities Purchase Agreement (Imaging Diagnostic Systems Inc /Fl/)
Organization; Authority. Such Purchaser is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate corporate, company or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement the Transaction Documents and performance by such Purchaser of the transactions contemplated by this Agreement the Transaction Documents have been duly authorized by all necessary corporate, partnershipcompany, limited liability company partnership or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
Appears in 1 contract
Samples: Securities Purchase Agreement (Lightpath Technologies Inc)
Organization; Authority. Such Purchaser is either an and individual or if an entity, an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement the Transaction Documents and performance by such Purchaser of the transactions contemplated by this Agreement the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
Appears in 1 contract
Samples: Securities Purchase Agreement (ESP Resources, Inc.)
Organization; Authority. Such Purchaser is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and performance by such the Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such the Purchaser. Each Transaction Document to which it is a party has been duly executed by such the Purchaser, and when delivered by such the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such the Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
Appears in 1 contract
Organization; Authority. Such Purchaser is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization organization, if applicable, with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement to which it is a party and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this the Agreement to which it is a party and performance by such Purchaser purchaser of the transactions contemplated by this the Agreement to which it is a party have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document The Agreement to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the legal, valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
Appears in 1 contract
Samples: Securities Purchase Agreement (China SHESAYS Medical Cosmetology Inc.)
Organization; Authority. Such Purchaser is either an individual or an entity duly organizedincorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its organization incorporation or formation with full right, corporate corporate, partnership, limited liability company or partnership similar power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party This Agreement has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
Appears in 1 contract
Organization; Authority. Such Purchaser is either an individual or an entity duly organizedincorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its organization incorporation or formation with full right, corporate corporate, partnership, limited liability company or partnership similar power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement and performance by such Purchaser of the transactions contemplated by this Agreement hereunder have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party This Agreement has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
Appears in 1 contract
Organization; Authority. Such Purchaser is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate corporate, partnership or partnership limited liability company power and authority to enter into and to consummate the transactions contemplated by this Agreement the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement the Transaction Documents and performance by such Purchaser of the transactions contemplated by this Agreement the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ ' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
Appears in 1 contract
Organization; Authority. Such Purchaser Xxxxx Capital Investors is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership limited liability company power and authority to enter into and to consummate the transactions contemplated by this Agreement the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement the Transaction Documents and performance by such Purchaser Xxxxx Capital Investors of the transactions contemplated by this Agreement the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such PurchaserXxxxx Capital Investors. Each Transaction Document to which it is a party has been duly executed by such PurchaserXxxxx Capital Investors, and when delivered by such Purchaser Xxxxx Capital Investors in accordance with the terms hereof, will constitute the valid and legally binding obligation of such PurchaserXxxxx Capital Investors, enforceable against it in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
Appears in 1 contract
Samples: Exchange Agreement (iBio, Inc.)
Organization; Authority. Such Purchaser is either an individual or an entity duly organizedincorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its organization incorporation or formation with full right, corporate corporate, partnership, limited liability company or partnership similar power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, corporate partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party This Agreement has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
Appears in 1 contract
Organization; Authority. Such The Purchaser is either an individual or an entity duly organizedincorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its organization incorporation or formation with full right, corporate corporate, partnership, limited liability company or partnership similar power and authority to enter into and to consummate the transactions contemplated by this the Agreement and otherwise to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of this the Agreement and performance by such the Purchaser of the transactions contemplated by this the Agreement have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such the Purchaser. Each Transaction Document to which it is a party The Agreement has been duly executed by such the Purchaser, and when delivered by such the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such the Purchaser, enforceable against it in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
Appears in 1 contract
Organization; Authority. Such Purchaser Purchaser, if not a natural person, is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement the Transaction Documents and performance by such Purchaser of the transactions contemplated by this Agreement the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
Appears in 1 contract
Organization; Authority. Such The Purchaser is either an individual or an entity duly organizedincorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its organization incorporation or formation with full right, corporate corporate, partnership, limited liability company or partnership similar power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement and performance by such the Purchaser of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such the Purchaser. Each Transaction Document to which it is a party This Agreement has been duly executed by such the Purchaser, and when delivered by such the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such the Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
Appears in 1 contract
Organization; Authority. Such Purchaser is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement the Transaction Documents and performance by such Purchaser of the transactions contemplated by this Agreement the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ ' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
Appears in 1 contract
Samples: Securities Purchase Agreement (Ix Energy Holdings, Inc.)
Organization; Authority. Such Purchaser is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership limited liability company power and authority to enter into and to consummate the transactions contemplated by this Agreement the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement the Transaction Documents and performance by such Purchaser of the transactions contemplated by this Agreement the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
Appears in 1 contract
Samples: Securities Purchase Agreement (Concentric Energy Corp)
Organization; Authority. Such Purchaser is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of this Agreement and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable Securities Purchase Agreement, Lpath, _______ 2008 against it in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
Appears in 1 contract
Samples: Securities Purchase Agreement (Lehman Brothers Holdings Inc)
Organization; Authority. Such Purchaser is either an individual or an entity a limited liability company duly organizedformed, validly existing and in good standing under the laws Laws of the jurisdiction State of its organization Delaware with full right, corporate corporate, partnership, limited liability company or partnership similar power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and performance by such Purchaser of the transactions contemplated by this Agreement the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws Laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws Laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawLaw.
Appears in 1 contract
Samples: Securities Purchase Agreement (Imageware Systems Inc)
Organization; Authority. Such If an entity, such Purchaser is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate corporate, company, partnership or partnership other power and authority to enter into and to consummate the transactions contemplated by this Agreement the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of this Agreement and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnershipcompany, limited liability company partnership or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
Appears in 1 contract
Samples: Securities Purchase Agreement (Lightpath Technologies Inc)
Organization; Authority. Such Purchaser is either an individual or an entity duly organizedincorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its organization incorporation or formation with full right, corporate corporate, partnership, limited liability company or partnership similar power and authority to enter into and to consummate the transactions contemplated by this Agreement the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it such Purchaser is a party has been duly authorized, executed and delivered by such Purchaser, and, assuming due and valid authorization, execution and delivery by each of the other parties thereto (other than such Purchaser) when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
Appears in 1 contract
Organization; Authority. Such Purchaser is either an individual or an entity duly organizedincorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its organization incorporation or formation with full right, corporate corporate, partnership, limited liability company or partnership similar power and authority to enter into and to consummate the transactions contemplated by this Agreement the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it such Purchaser is a party has been duly authorized, executed and delivered by such Purchaser, and, assuming due and valid authorization, execution and delivery by each of the other parties thereto (other than such Purchaser), when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
Appears in 1 contract
Organization; Authority. Such If Purchaser is either an individual or entity, (i) such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership organizational power and authority to enter into and to consummate the transactions contemplated by this Agreement the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution , and (ii) the execution, delivery of this Agreement and performance by such Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: except (iA) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (iiB) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iiiC) insofar as indemnification and contribution provisions may be limited by applicable law.
Appears in 1 contract
Samples: Securities Purchase Agreement (NYTEX Energy Holdings, Inc.)