Common use of Authority and Binding Effect Clause in Contracts

Authority and Binding Effect. The Buyer has the corporate power and authority to execute, deliver and perform this Agreement and has taken all actions necessary to secure all approvals required in connection therewith. The execution, delivery and performance of this Agreement by the Buyer has been duly authorized by all necessary corporation action. This Agreement constitutes the legal, valid and binding obligation of the Buyer, enforceable against it in accordance with its terms.

Appears in 4 contracts

Samples: Share Purchase Agreement (First American Railways Inc), Share Purchase Agreement (Valesc Inc), Share Purchase Agreement (Sl Industries Inc)

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Authority and Binding Effect. The Buyer has the corporate power and authority to execute, deliver and perform this Agreement and has taken all actions necessary to secure all approvals required in connection therewith. The execution, delivery and performance of this Agreement and the other documents contemplated hereby to be executed by the Buyer has have been duly authorized by all necessary corporation actioncorporate action on the part of Buyer. This Agreement constitutes has been, and other documents to be executed by Buyer pursuant hereto will be, duly and validly executed and delivered by Buyer and constitute and will constitute, as the legalcase may be, the valid and binding obligation of the Buyer, enforceable against it Buyer in accordance with its their respective terms.

Appears in 2 contracts

Samples: Put Option Agreement (Obsidian Enterprises Inc), Stock Purchase Agreement (Obsidian Enterprises Inc)

Authority and Binding Effect. The Buyer has the corporate full power and authority to execute, deliver and perform this Agreement and the other Transaction Documents to which it is a party and has taken all actions necessary to secure all approvals required in connection therewith. The execution, delivery and performance of this Agreement and the consummation of the Transactions by the Buyer has have been duly authorized by all necessary corporation action. This Assuming due authorization, execution and delivery by Seller, this Agreement constitutes the legal, valid and binding obligation of the Buyer, enforceable against it in accordance with its terms.

Appears in 1 contract

Samples: Asset Purchase Agreement (Discovery Laboratories Inc /De/)

Authority and Binding Effect. The Buyer has the corporate power and authority to execute, deliver and perform this Agreement and has taken all actions necessary to secure all approvals required in connection therewith. The execution, delivery and performance of this Agreement and the other documents contemplated hereby to be executed by the Buyer has have been duly authorized by all necessary corporation actioncorporate action on the part of Buyer. This Agreement constitutes and the other documents to be executed by Buyer pursuant hereto constitute and will constitute the legal, valid and binding obligation of the Buyer, enforceable against it Buyer in accordance with its their respective terms.

Appears in 1 contract

Samples: 2 Asset Purchase Agreement (Isle of Capri Casinos Inc)

Authority and Binding Effect. The Buyer has the corporate power and authority to execute, deliver and perform this Agreement and has taken all actions necessary to secure all approvals required in connection therewith. The execution, delivery and performance of this Agreement by the Buyer has been duly authorized by all necessary corporation action. The execution and delivery of this Agreement and the consummation of the transactions herein contemplated will not contravene or violate the Articles of Incorporation or By-Laws of the Buyer. This Agreement constitutes the legal, valid and binding obligation of the Buyer, enforceable against it in accordance with its terms.

Appears in 1 contract

Samples: Share Purchase Agreement (Valesc Inc)

Authority and Binding Effect. The Buyer has the corporate power and authority to execute, deliver and perform this Agreement and has taken all actions necessary to secure all approvals required in connection therewithAgreement. The execution, delivery and performance of this Agreement by the Buyer has been duly authorized by all necessary corporation corporate action. This Agreement constitutes the legal, valid and binding obligation of the Buyer, enforceable against it in accordance with its terms.

Appears in 1 contract

Samples: Stock Purchase Agreement (Natural Nutrition Group Inc)

Authority and Binding Effect. The (a) Buyer has the corporate requisite organizational power and authority to executeexecute and deliver this Agreement, deliver to perform its obligations hereunder and perform to consummate the transactions contemplated by this Agreement and has taken all actions necessary to secure all approvals required in connection therewithAgreement. The execution, execution and delivery and performance of this Agreement by Buyer and the consummation by Buyer has of the transactions contemplated hereby have been duly and validly authorized by all necessary corporation limited liability company action. This , and no other limited liability company proceedings on the part of Buyer are necessary to authorize this Agreement constitutes or to consummate the legal, valid and binding obligation of the Buyer, enforceable against it in accordance with its termstransactions contemplated hereby.

Appears in 1 contract

Samples: Stock Purchase Agreement (Cogdell Spencer Inc.)

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Authority and Binding Effect. The Buyer has the corporate full power and authority to execute, deliver and perform enter into this Agreement and has taken all actions necessary to secure all approvals required in connection therewith. The executioncarry out the transactions contemplated hereby, delivery and performance of this Agreement has been duly authorized, executed and delivered by the Buyer has been duly authorized by all necessary corporation action. This Agreement and constitutes the legal, valid and binding obligation of the Buyer, enforceable against it in accordance with its terms.

Appears in 1 contract

Samples: Asset Purchase Agreement (International Microcomputer Software Inc /Ca/)

Authority and Binding Effect. The Buyer Purchaser has the corporate full power and authority to execute, deliver and perform this Agreement to which it is a party and has taken all actions necessary to secure all approvals required in connection therewith. The execution, delivery and performance of this Agreement and the consummation of the Transactions by the Buyer Purchaser has been duly authorized by all necessary corporation corporate action. This Agreement constitutes the legal, valid and binding obligation of the BuyerPurchaser, enforceable against it in accordance with its terms.

Appears in 1 contract

Samples: Share Purchase Agreement (Quipp Inc)

Authority and Binding Effect. The Buyer has the full corporate power and authority to execute, deliver and perform this Agreement and the other Transaction Documents to which it is a party and, except as set forth on Schedule 5.2, has taken all actions necessary to secure all approvals required in connection therewith. The execution, execution and delivery and performance of this Agreement by and the Buyer has been duly authorized by all necessary corporation actionconsummation of the Transactions will not contravene or violate the Charter Documents of Buyer. This Agreement constitutes constitutes, and the other Transaction Documents will constitute, the legal, valid and binding obligation of the Buyer, enforceable against it in accordance with its their respective terms.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Nutri System Inc /De/)

Authority and Binding Effect. The (a) Buyer has the full corporate power and authority to execute, execute and deliver and perform this Agreement and has taken all actions necessary to secure all approvals required in connection therewiththe Principal Agreements. The execution, delivery This Agreement and performance the Principal Agreements and the consummation by Buyer of this Agreement by the Buyer has its obligations contained herein and therein have been duly authorized by all necessary corporation action. This Agreement constitutes the legal, valid and binding obligation corporate actions of the Buyer, enforceable against it in accordance with its termsand such agreements have been duly executed and delivered by Buyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (Powerwave Technologies Inc)

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