Powers; Execution. Purchaser has all requisite corporate power and authority to own and operate the Intellectual Property, to assume the liabilities being assumed by Purchaser hereunder, and to execute, deliver and perform its obligations under this Agreement. The execution and delivery of this Agreement by Purchaser has been duly and validly authorized by all necessary corporate action on the part of Purchaser, and this Agreement is the valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as may be limited by any bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar law affecting the enforcement of creditors’ rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Powers; Execution. O’Brien has all requisite corporate power and authority to own, operate and transfer the Intellectual Property, and to execute, deliver and perform its obligations under this Agreement. The execution and delivery of this Agreement and any of the other instruments of transfer, conveyance and assignment delivered by O’Brien to Purchaser hereunder have been duly and validly authorized by all necessary corporate or other action on the part of O’Brien. This Agreement and such instruments are the valid and binding obligations of O’Brien, enforceable against O’Brien in accordance with their respective terms.
Powers; Execution. Buyers have all requisite corporate power and authority (i) to conduct their respective businesses and to own and operate their respective assets and properties and (ii) to execute, deliver and perform this Agreement and all other Ancillary Agreements to be executed and delivered by Buyers pursuant to this Agreement. The execution and delivery of this Agreement and the Ancillary Agreements have been duly and validly authorized by all necessary corporate action on the part of each Buyer. This Agreement is, and this Agreement and the Ancillary Agreements will be as of the Closing, validly executed and delivered, and the valid and binding obligations of each Buyer, enforceable against each Buyer in accordance with their respective terms.
Powers; Execution. (a) Buyer has all requisite corporate power and ----------------- authority (i) to own and operate its assets; (ii) to conduct its business; and (iii) to execute, deliver and perform this Agreement and all other agreements to be executed and delivered by Buyer pursuant to this Agreement (such other agreements, the "Buyer Ancillary Agreements"). The execution and delivery of this Agreement and the Buyer Ancillary Agreements has been duly and validly authorized by all necessary corporate action on the part of Buyer. This Agreement is, and this Agreement and the Buyer Ancillary Agreements will be as of Closing, the valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, except to the extent that such enforcement is limited by bankruptcy, insolvency or other laws affecting the rights of creditors generally.
Powers; Execution. Each of the Smartek Parties has all requisite corporate, as applicable, power and authority to own, operate and transfer the Products and the Smartek Parties IP Assets, and to execute, deliver and perform its obligations under this Agreement. The execution and delivery of this Agreement and any of the other instruments of transfer, conveyance and assignment delivered by the Smartek Parties to the Purchaser hereunder have been duly and validly authorized by all necessary corporate or other action on the part of the Smartek Parties. This Agreement and such instruments are the valid and binding obligations of the Smartek Parties, enforceable against the Smartek Parties in accordance with their respective terms.
Powers; Execution. Seller has all requisite corporate power and authority (i) to own and operate the Assets; (ii) to conduct the Business; and (iii) to execute, deliver and perform this Agreement and all other agreements and documents to be executed and delivered by Seller pursuant to this Agreement (such other agreements and documents, the "Seller Ancillary Agreements"). The execution and delivery by Seller of this Agreement and the Seller Ancillary Agreements have been duly and validly authorized by all necessary corporate action on the part of Seller. This Agreement is, and this Agreement and the Seller Ancillary Agreements will be as of the Closing, the valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except to the extent that such enforcement is limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other laws affecting the rights of creditors generally and general equity principles.
Powers; Execution. Seller has all requisite corporate power and authority to own, operate and transfer the Intellectual Property, and to execute, deliver and perform its obligations under this Agreement. The execution and delivery of this Agreement and any of the other instruments of transfer, conveyance and assignment delivered by Seller to Purchaser hereunder have been duly and validly authorized by all necessary corporate or other action on the part of Seller. This Agreement and such instruments are the valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms.
Powers; Execution. Buyer and Parent have all necessary corporate power and authority to enter into this Agreement and the other Transaction Documents to which Buyer and/or Parent is a party (the “Buyer Transaction Documents”), to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Xxxxx and Parent of this Agreement and the other Buyer Transaction Documents have been duly authorized by all requisite corporate action on the part of Buyer and Parent. This Agreement and the Buyer Transaction Documents constitute legal, valid and binding obligations of Buyer and Parent, as applicable, enforceable against Buyer and Parent in accordance with their respective terms, except as such enforceability may be limited by bankruptcy or similar Laws affecting creditors’ rights generally.
Powers; Execution. Buyer has all requisite corporate power and ----------------- authority to execute, deliver and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement by Buyer have been or will prior to the Closing be duly and validly authorized by all necessary corporate action on the part of Buyer, and this Agreement is or will prior to the Closing be the valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms.
Powers; Execution. (a) Each of Parent and Subsidiary has all requisite limited liability company power and authority (i) to own and operate the Assets; (ii) to conduct the Business; and (iii) to execute, deliver and perform this Agreement and all other agreements and/or documents to be executed and delivered by such entity pursuant to this Agreement (such other agreements and/or documents, the "Seller Ancillary Agreements"). The execution and delivery by Parent, Subsidiary, the Trust and each Stock Trust of this Agreement and the Seller Ancillary Agreements to which such entity is a party have been duly and validly authorized by all necessary limited liability company or trust action, as applicable. This Agreement is, and this Agreement and the Seller Ancillary Agreements will be as of Closing, the valid and binding obligations of each of Parent and Subsidiary, enforceable against such entity in accordance with their respective terms, except to the extent that such enforcement is limited by bankruptcy, insolvency or other laws affecting the rights of creditors generally.
