Common use of Authority, Approval and Enforceability Clause in Contracts

Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by the Parent and the Buyer, and each of the Parent and the Buyer have all requisite power and legal capacity to execute and deliver this Agreement and all 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 Exhibits, and to perform its obligations hereunder and under the Exhibits. This Agreement and each Exhibit to which any of the Parent and/or the Buyer 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

Sources: 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 the Parent Seller and the BuyerMembers, and each of the Parent Members and the Buyer have Seller has all requisite power and legal capacity to execute and deliver this Agreement and all Exhibits 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 ExhibitsCollateral Agreements, and to perform its obligations hereunder and under the ExhibitsCollateral Agreements. This Agreement and each Exhibit Collateral Agreement to which any of the Parent Members and/or the Buyer Seller 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

Sources: 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 the Parent each Seller and each Shareholder, and the Buyer, and each of the Parent Sellers and the Buyer Shareholders have all requisite power and legal capacity to execute and deliver this Agreement and all Exhibits 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 ExhibitsCollateral Agreements, and to perform its obligations hereunder and under the ExhibitsCollateral Agreements. This Agreement and each Exhibit Collateral Agreement to which any of the Parent and/or the Buyer is each Seller and each Shareholder are 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

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

Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by the Parent Company and the BuyerShareholders, and each of the Parent Shareholders and the Buyer have Company has all requisite power and legal capacity to execute and deliver this Agreement and all Exhibits 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 ExhibitsCollateral Agreements, and to perform its and his obligations hereunder and under the ExhibitsCollateral Agreements. This Agreement and each Exhibit Collateral Agreement to which any of the Parent Shareholders and/or the Buyer Company 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

Sources: Asset Purchase Agreement (Armitec Inc), Asset Purchase Agreement (Atlantis Plastics Inc)

Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by the Parent Company and the BuyerCompany Stockholders, and each of the Parent Company and the Buyer Company Stockholders have all requisite power and legal capacity to execute and deliver this Agreement and all 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 Exhibits, and to perform its obligations hereunder and under the Exhibits. This Agreement and each Exhibit to which any of the Parent Company and/or the Buyer Company Stockholders 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

Sources: 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 the Parent Company and the BuyerShareholder, and each of the Parent Shareholder and the Buyer have Company has all requisite power and legal capacity to execute and deliver this Agreement and all Exhibits 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 ExhibitsCollateral Agreements, and to perform its obligations hereunder and under the ExhibitsCollateral Agreements. This Agreement and each Exhibit Collateral Agreement to which any of the Parent Shareholder and/or the Buyer Company 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 1 contract

Sources: Asset Purchase Agreement (Vocus, Inc.)

Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by the Parent Buyer and the Buyer, and each of the Parent and the Buyer have has all requisite corporate power and legal capacity to execute and deliver this Agreement and all Exhibits executed and delivered or to be executed and delivered in connection with the transactions provided for herebyCollateral Agreements, to consummate the transactions contemplated hereby and by the Exhibitsthereby, and to perform its obligations hereunder and under thereunder. The execution and delivery of this Agreement and the ExhibitsCollateral Agreements 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 Exhibit Collateral Agreement to which 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 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

Sources: Stock Purchase Agreement (Rexall Sundown Inc)

Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by the Parent and the Buyer, Company and each of the Parent Sellers and each of the Sellers and the Buyer have Company has all requisite power and legal capacity to execute and deliver this Agreement and all Exhibits 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 ExhibitsCollateral Agreements, and to perform its obligations hereunder and under the ExhibitsCollateral Agreements. This Agreement and each Exhibit Collateral Agreement to which any of the Parent Sellers and/or the Buyer Company 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 1 contract

Sources: Stock Purchase Agreement (Heico Corp)

Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by the Parent Company and the BuyerSeller, and each of the Parent Seller and the Buyer have Company has all requisite power and legal capacity to execute and deliver this Agreement and all Exhibits 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 ExhibitsCollateral Agreements, and to perform its obligations hereunder and under the Exhibitsapplicable Collateral Agreements. This Agreement and each Exhibit Collateral Agreement to which any of the Parent Seller and/or the Buyer Company 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 1 contract

Sources: Stock Purchase Agreement (Empire Financial Holding Co)

Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by the Parent Seller and the BuyerMembers, and each of the Parent Members and the Buyer have Seller has all requisite power and legal capacity to execute and deliver this Agreement and all Exhibits 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 ExhibitsCollateral Agreements, and to perform its obligations hereunder and under the ExhibitsCollateral Agreements. This Agreement and each Exhibit Collateral Agreement to which any of the Parent Members and/or the Buyer Seller 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 1 contract

Sources: Asset Purchase Agreement (Veramark Technologies Inc)

Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by the Parent Company and the BuyerSeller, and each of the Parent Seller and the Buyer have Company has all requisite power and legal capacity to execute and deliver this Agreement and all Exhibits 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 ExhibitsCollateral Agreements, and to perform its their respective obligations hereunder and under the ExhibitsCollateral Agreements. This Agreement and each Exhibit Collateral Agreement to which any of the Parent Seller and/or the Buyer Company 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 1 contract

Sources: Stock Purchase Agreement (Ebiz Enterprises Inc)

Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by the Parent Seller and the BuyerStockholder, and each of the Parent Stockholder and the Buyer Seller have all requisite power and legal capacity to execute and deliver this Agreement and all Exhibits 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 ExhibitsCollateral Agreements, and to perform its obligations hereunder and under the ExhibitsCollateral Agreements. This Agreement and each Exhibit Collateral Agreement to which any of either the Parent Stockholder and/or the Buyer Seller 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 1 contract

Sources: Asset Purchase Agreement (Vocus, Inc.)

Authority, Approval and Enforceability. This Agreement has been duly executed and delivered by the Parent Company and the BuyerSeller, and each of the Parent Seller and the Buyer have Company has all requisite power and legal capacity to execute and deliver this Agreement and all Exhibits 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 ExhibitsCollateral Agreements, and to perform its and his obligations hereunder and under the ExhibitsCollateral Agreements. This Agreement and each Exhibit Collateral Agreement to which any of the Parent Seller and/or the Buyer Company 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 1 contract

Sources: Stock Purchase Agreement (Xstream Beverage Group Inc)

Authority, Approval and Enforceability. This Agreement has been duly executed executed, delivered, and delivered approved by the Parent Company and the BuyerShareholder, and each of the Parent Company and the Buyer Shareholder have all requisite power and legal capacity to execute and deliver this Agreement and all Exhibits 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 ExhibitsCollateral Agreements, and to perform its obligations hereunder and under the ExhibitsCollateral Agreements. This Agreement and each Exhibit Collateral Agreement to which any of the Parent Shareholder and/or the Buyer Company 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 1 contract

Sources: Asset Purchase Agreement (Empire Financial Holding Co)