Common use of Authority, Approval and Enforceability Clause in Contracts

Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by each Seller and each Shareholder, and the Sellers and the Shareholders have all requisite power and legal capacity to execute and deliver this Agreement and all Collateral Agreements executed and delivered or to be executed and delivered in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby and by the Collateral Agreements, and to perform its obligations hereunder and under the Collateral Agreements. This Agreement and each Collateral Agreement to which each Seller and each Shareholder are a party constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of such party, enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium, or similar laws and judicial decisions from time to time in effect which affect creditors’ rights generally.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Colony Bankcorp Inc), Asset Purchase Agreement (Colonial Commercial Corp)

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Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by each Seller and each Shareholderthe Members, and each of the Sellers Members and the Shareholders have Seller has all requisite power and legal capacity to execute and deliver this Agreement and all Collateral Agreements executed and delivered or to be executed and delivered by it in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby and by the Collateral Agreements, and to perform its obligations hereunder and under the Collateral Agreements. This Agreement and each Collateral Agreement to which each any of the Members and/or Seller and each Shareholder are is a party constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of such party, enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium, or similar laws and judicial decisions from time to time in effect which affect creditors' rights generally.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Veramark Technologies Inc), Asset Purchase Agreement (Veramark Technologies Inc)

Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by each Seller the Parent and the Buyer, and each Shareholder, of the Parent and the Sellers and the Shareholders Buyer have all requisite power and legal capacity to execute and deliver this Agreement and all Collateral Agreements Exhibits executed and delivered or to be executed and delivered in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby and by the Collateral AgreementsExhibits, and to perform its obligations hereunder and under the Collateral AgreementsExhibits. This Agreement and each Collateral Agreement Exhibit to which each Seller and each Shareholder are any of the Parent and/or the Buyer is a party Party constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of such partyParty, enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium, or similar laws and judicial decisions from time to time in effect which affect creditors’ rights generally.

Appears in 2 contracts

Samples: Stock Exchange Agreement (Solar Thin Films, Inc.), Stock Exchange Agreement (Solar Thin Films, Inc.)

Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by each Seller Buyer and each Shareholder, and the Sellers and the Shareholders have Buyer has all requisite corporate power and legal capacity to execute and deliver this Agreement and all Collateral Agreements executed and delivered or to be executed and delivered in connection with the transactions provided for herebyAgreements, to consummate the transactions contemplated hereby and by the Collateral Agreementsthereby, and to perform its obligations hereunder and under thereunder. The execution and delivery of this Agreement and the Collateral AgreementsAgreements and the performance of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all corporate action necessary on behalf of Buyer. This Agreement and each Collateral Agreement to which each Seller and each Shareholder are Buyer is a party constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of such partyBuyer, enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium, or similar laws and judicial decisions from time to time in effect which affect creditors' rights generally.

Appears in 1 contract

Samples: Stock Purchase Agreement (Rexall Sundown Inc)

Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by each the Seller and each Shareholderthe Stockholder, and the Sellers Stockholder and the Shareholders Seller have all requisite power and legal capacity to execute and deliver this Agreement and all Collateral Agreements executed and delivered or to be executed and delivered in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby and by the Collateral Agreements, and to perform its obligations hereunder and under the Collateral Agreements. This Agreement and each Collateral Agreement to which each either the Stockholder and/or the Seller and each Shareholder are is a party constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of such party, enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium, or similar laws and judicial decisions from time to time in effect which affect creditors’ rights generally.

Appears in 1 contract

Samples: Asset Purchase Agreement (Vocus, Inc.)

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Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by each Seller and each Shareholderthe Members, and each of the Sellers Members and the Shareholders have Seller has all requisite power and legal capacity to execute and deliver this Agreement and all Collateral Agreements executed and delivered or to be executed and delivered by it in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby and by the Collateral Agreements, and to perform its obligations hereunder and under the Collateral Agreements. This Agreement and each Collateral Agreement to which each any of the Members and/or Seller and each Shareholder are is a party constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of such party, enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium, or similar laws and judicial decisions from time to time in effect which affect creditors’ rights generally.

Appears in 1 contract

Samples: Asset Purchase Agreement (Veramark Technologies Inc)

Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by each Seller the Company and each Shareholderthe Seller, and the Sellers Seller and the Shareholders have Company has all requisite power and legal capacity to execute and deliver this Agreement and all applicable Collateral Agreements executed and delivered or to be executed and delivered in connection with the transactions provided for hereby, to consummate the transactions contemplated hereby and by the Collateral Agreements, and to perform its obligations hereunder and under the applicable Collateral Agreements. This Agreement and each Collateral Agreement to which each the Seller and each Shareholder are and/or the Company is a party constitutes, or upon execution and delivery will constitute, the legal, valid and binding obligation of such party, enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium, or similar laws and judicial decisions from time to time in effect which affect creditors’ rights generally.

Appears in 1 contract

Samples: Stock Purchase Agreement (Empire Financial Holding Co)

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