Validity of Transaction. The Seller owns the number of Shares set forth opposite his name on Exhibit A to this Agreement. The Seller has all requisite power and authority to execute, deliver, and perform this Agreement and to sell to Purchaser the Shares to be sold by the Seller pursuant hereto. All necessary corporate proceedings or other similar actions by the Seller have been duly taken to authorize the execution, delivery, and performance of this Agreement and to authorize the sale of the Shares by the Seller. This Agreement has been duly authorized, executed, and delivered by the Seller, is the legal, valid, and binding obligation of the Seller, and is enforceable as to the Seller in accordance with its terms except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ rights generally, and subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). No consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any federal, state, local, or other governmental authority or of any court or other tribunal is required by the Seller for the execution, delivery, or performance of this Agreement by the Seller, and except as would not affect the ability of the Seller to perform any of his material obligations under this Agreement. No consent of any party to any contract, agreement, instrument, lease, license, arrangement, or understanding to which the Seller is a party, or by which any of its properties or assets is bound, shall be required for the execution, delivery, or performance by a Seller of this Agreement, except for such consents as have been obtained at or prior to the date of this Agreement, and except as would not affect the ability of the Seller to perform any of his material obligations under this Agreement. The execution, delivery, and performance of this Agreement by the Seller will not violate, result in a breach of, conflict with, or (with or without the giving of notice or the passage of time or both) entitle any party to terminate or call a default under, any such contract, agreement, instrument, lease, license, arrangement, or understanding, or violate or result in a breach of any term of the certificate or articles of incorporation or by-laws (or other organizational document) of the Xxxxxx, or violate, result in a breach of, or conflict with any law, rule, regulation, order, judgment, or decree b...
Validity of Transaction. This Agreement and, as applicable, each other agreement contemplated hereby are valid and legally binding obligations of the Company, enforceable in accordance with their respective terms against the Company, except as limited by bankruptcy, insolvency and similar laws affecting creditors generally, and by general principles of equity. At the time that the Shares are sold, assigned, transferred and conveyed to Purchaser pursuant to this Agreement, the Shares will be duly authorized, validly issued, fully paid and nonassessable. The execution, delivery and performance of this Agreement have been duly authorized by the Company and will not violate any applicable federal or state law, any order of any court or government agency or the articles or certificate of incorporation of the Company. The execution, delivery and performance of this Agreement and each other agreement contemplated hereby will not result in any breach of or default under, or result in the creation of any encumbrance upon any of the assets of the Company pursuant to the terms of any agreement by which the Company or any of its respective assets may be bound. No consent, approval or authorization of, or registration or filing with any governmental authority or other regulatory agency, is required for the validity of the execution and delivery by the Company of this Agreement or any documents related thereto.
Validity of Transaction. PolyVision has all requisite power and authority to execute, deliver, and perform this Agreement and to issue and sell to Alpine the shares of Series C Preferred Stock. All necessary corporate proceedings of PolyVision have been duly taken to authorize the execution, delivery, and performance of this Agreement, and the issuance and sale to Alpine of the shares of Series C Preferred Stock. This Agreement has been duly authorized, executed, and delivered by PolyVision, is the legal, valid, and binding obligation of PolyVision, and is enforceable as to PolyVision in accordance with its terms. No consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any Federal, state, local, or other governmental authority or of any court or other tribunal or stock exchange is required by PolyVision for the execution, delivery, or performance of this Agreement by PolyVision. No consent of any party to any contract, agreement, instrument, lease, license, arrangement, or understanding to which PolyVision is a party, or by which any of its properties or assets is bound, is required for the execution, delivery, or performance by PolyVision of this Agreement, except for such consents as have been obtained at or prior to the date of this Agreement; and the execution, delivery, and performance of this Agreement by PolyVision will not violate, result in a breach of, conflict with, or (with or without the giving of notice or the passage of time or both) entitle any party to terminate or call a default under any such contract, agreement, instrument, lease, license, arrangement, or understanding, or violate or result in a breach of any term of the Certificate of Incorporation or by-laws of PolyVision, or violate, result in a breach of, or conflict with any law, rule, regulation, order, judgment, or decree binding on PolyVision or to which any of its operations, business, properties, or assets is subject. The shares of Series C Preferred Stock and PolyVision Common Stock issuable upon conversion of the Series C Preferred Stock have been duly authorized and, upon receipt by PolyVision from Alpine of payment therefor pursuant to this Agreement and Exhibit A hereto, will be validly issued, fully paid, and nonassessable, will not have been issued in violation of any preemptive right of stockholders or rights of first refusal, and Alpine will receive good title to the shares of Series C Preferred Stock and PolyVision Common Stock, ...
Validity of Transaction. Purchaser has all requisite power and authority to execute, deliver, and perform this Agreement. All necessary corporate proceedings of the Purchaser have been duly taken to authorize the execution, delivery, and performance of this Agreement. This Agreement has been duly authorized, executed, and delivered by the Purchaser, is the legal, valid, and binding obligation of the Purchaser, and is enforceable as to Purchaser in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium, or other similar laws affecting creditors’ rights generally, and subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). No consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any federal, state, local, or other governmental authority or of any court or other tribunal is required by the Purchaser for the execution, delivery, or performance of this Agreement by the Purchaser, except as would not affect the ability of the Purchaser to perform any of its material obligations under this Agreement. No consent of any party to any contract, agreement, instrument, lease, license, arrangement, or understanding to which the Purchaser is a party, or by which any of its properties or assets is bound, is required for the execution, delivery, or performance by the Purchaser of this Agreement, except for such consents as have been obtained at or prior to the date of this Agreement, and except as would not affect the ability of the Purchaser to perform any of its material obligations under this Agreement. The execution, delivery, and performance of this Agreement by the Purchaser will not violate, result in a breach of, conflict with, or (with or without the giving of notice or the passage of time or both) entitle any party to terminate or call a default under any contract, agreement, instrument, lease, license, arrangement, or understanding to which the Purchaser is a party, or violate or result in a breach of any term of the Articles of Incorporation or By-laws of the Purchaser, or violate, result in a breach of, or conflict with any law, rule, regulation, order, judgment, or decree binding on the Purchaser or to which any of its operations, business, properties, or assets is subject, except as would not affect the ability of the Purchaser to perform any of its material obligations under this Agreement.
Validity of Transaction. The Company has all requisite power and authority to execute, deliver, and perform this Agreement and to issue the Shares to the Subscriber. All necessary corporate proceedings of the Company have been duly taken to authorize the execution, delivery, and performance of this Agreement and to authorize the issuance and sale of the Shares. This Agreement has been duly authorized, executed, and delivered by the Company, is the legal, valid, and binding obligation of the Company enforceable in accordance with its terms.
Validity of Transaction. Transferors have all requisite power and ----------------------- authority to execute, deliver, and perform this Agreement and to transfer the HSI Shares and the Primenergy Shares to the Acquiror. This Agreement has been duly authorized, executed, and delivered by Transferors, is the legal, valid, and binding obligation of each Transferor and is enforceable as to the Transferors in accordance with its terms, except as may be limited by applicable bankruptcy, reorganization, insolvency, moratorium, or other similar laws or by legal or equitable principles relating to or limiting creditors' rights generally or as rights to indemnification may be limited by applicable securities laws. Except as to filings which may be required under applicable state securities regulations and as disclosed in Schedule 2.2, no consent, ------------ authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any federal, state, local, or other governmental authority or of any court or other tribunal is required for the execution, delivery, or performance of this Agreement by Transferors or the Companies. No consent of any party to any contract, agreement, instrument, lease, license, arrangement, or understanding to which any Transferors or either Company is a party, or by which any of their properties or assets are bound, is required for the execution, delivery, or performance by the Transferors of this Agreement, and the execution, delivery, and performance of this Agreement, by the Transferors will not violate, result in a breach of, conflict with, or (with or without the giving of notice or the passage of time or both) entitle any party to terminate or call a default under any such contract, agreement, instrument, lease, license, arrangement, or understanding, or violate or result in a breach of any term of the Certificate of Incorporation or by-laws of either Company, or violate, result in a breach of, or conflict with any law, rule, regulation, order, judgment, or decree binding on the Company or Transferors or to which any of their operations, business, properties, or assets is subject. The HSI Shares and Primenergy Shares are duly authorized, validly issued, fully paid, and nonassessable, have not been issued or transferred in violation of any preemptive right of stockholders, rights of first refusal, options to acquire or otherwise and the Acquiror will have good title to the HSI Shares and Primenergy Shares, free and clear ...
Validity of Transaction. AdZone has full right, power and authority to enter into this Agreement and to perform its obligations hereunder. This Agreement has been duly authorized, executed and delivered by AdZone and constitutes the valid and legally binding obligation of AdZone.
Validity of Transaction. Alpine has all requisite power and authority to execute, deliver, and perform this Agreement. All necessary corporate proceedings of Alpine have been duly taken to authorize the execution, delivery, and performance of this Agreement. This Agreement has been duly authorized, executed, and delivered by Alpine, is the legal, valid, and binding obligation of Alpine, and is enforceable as to Alpine in accordance with its terms. No consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any Federal, state, local, or other governmental authority or of any court or other tribunal is required by Alpine for the execution, delivery, or performance of this Agreement by Alpine. No consent of any party to any contract, agreement, instrument, lease, license, arrangement, or understanding to which Alpine is a party, or by which any of its properties or assets is bound, is required for the execution, delivery, or performance by Alpine of this Agreement, except for such consents as have been obtained at or prior to the date of this Agreement; and the execution, delivery, and performance of this Agreement by Alpine will not violate, result in a breach of, conflict with, or (with or without the giving of notice or the passage of time or both) entitle any party to terminate or call a default under any such contract, agreement, instrument, lease, license, arrangement, or understanding, or violate or result in a breach of any term of the Certificate of Incorporation or by-laws of Alpine, or violate, result in a breach of, or conflict with any law, rule, regulation, order, judgment, or decree binding on Alpine or to which any of its operations, business, properties, or assets is subject.
Validity of Transaction. Executive Help has full right, power and authority to enter into this Agreement and to perform its obligations hereunder. This Agreement has been duly authorized, executed and delivered by Executive Help and constitutes the valid and legally binding obligation of Executive Help.
Validity of Transaction. It has all requisite power and authority to enter into, execute, deliver and perform the Loan Agreements (including all exhibits attached hereto, if applicable) and to consummate the transactions contemplated hereunder. All necessary proceedings under its governing documents have been duly taken to authorize its entry into, execution, delivery, and performance of its obligations under the Loan Agreements. The Loan Agreements, when executed and delivered by the parties thereto, will constitute legal, valid, and binding obligations of the Investor enforceable against it in accordance with their terms. The execution and delivery of the Loan Agreements by the Investor and the consummation by it of the transactions contemplated therein have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Investor shall be necessary to authorize the Loan Agreements or to consummate the transactions contemplated in the Loan Agreements. The Loan Agreements, when executed, will be duly executed and delivered by the Investor and, assuming the due authorization, execution and delivery by Alon Brands and Parent, constitute the legal, valid and binding obligations of the Investor, enforceable in accordance with their terms.
