Authority and Binding Effect. Buyer has the full power and authority to execute and deliver this Agreement and the Transaction Documents. This Agreement and the Transaction Documents and the consummation by Buyer of its obligations contained herein and therein have been duly authorized by all necessary organizational actions of Buyer and such agreements have been duly executed and delivered by Buyer. This Agreement is a valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, and, upon execution and delivery, each of the Transaction Documents will be a valid and binding agreement of Buyer and shall be enforceable against it in accordance with its terms, except as enforceability of the obligations of Buyer under this Agreement and the Transaction Documents may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ rights generally, and (ii) general principles of equity relating to the availability of equitable remedies (whether such agreements are sought to be enforced in a proceeding at law or a proceeding in equity). It is not necessary for Buyer to take any action or to obtain any approval, consent, or release by or from any third person, Governmental Authority, or other entity, to enable Buyer to enter into or perform its obligations under this Agreement and the Transaction Documents.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Nutri System Inc /De/)
Authority and Binding Effect. Buyer has the full corporate power and authority to execute and deliver this Agreement and the Transaction DocumentsXxxx of Sale (as hereinafter defined). This Agreement and the Transaction Documents Xxxx of Sale and the consummation by Buyer of its obligations contained herein and therein have been duly authorized by all necessary organizational corporate actions of Buyer and such agreements have been duly executed and delivered by Buyer. This Agreement is a valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, and, upon execution and delivery, each the Xxxx of the Transaction Documents Sale will be a valid and binding agreement of Buyer and shall be enforceable against it in accordance with its terms, except as enforceability of the obligations of Buyer under this Agreement and the Transaction Documents Xxxx of Sale may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ rights generally, and (ii) general principles of equity relating to the availability of equitable remedies (whether such agreements are sought to be enforced in a proceeding at law or a proceeding in equity). It is not necessary for Buyer to take any action or to obtain any approval, consent, consent or release by or from any third person, Governmental Authority, governmental or other entity, to enable Buyer to enter into or perform its obligations under this Agreement and the Transaction DocumentsXxxx of Sale.
Appears in 1 contract
Samples: Asset Purchase Agreement (US Dry Cleaning Services Corp)
Authority and Binding Effect. (a) Buyer has the full corporate power and authority to execute and deliver this Agreement and the Transaction DocumentsPrincipal Agreements. This Agreement and the Transaction Documents Principal Agreements and the consummation by Buyer of its obligations contained herein and therein have been duly authorized by all necessary organizational corporate actions of Buyer Buyer, and such agreements have been duly executed and delivered by Buyer. .
(b) This Agreement is a valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, and, and upon execution and delivery, delivery each of the Transaction Documents Principal Agreements will be a valid and binding agreement of Buyer Buyer, and shall will be enforceable against it in accordance with its terms, in each case except as enforceability of the obligations of Buyer under this Agreement hereunder and the Transaction Documents thereunder may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ ' rights generally, and (ii) general principles of equity relating to the availability of equitable remedies (whether such agreements are sought to be enforced in a proceeding at law or a proceeding in equity). It .
(c) Other than Buyer's filing under the HSR Act, it is not necessary for Buyer to take any action or to obtain any approval, consent, consent or release by or from any third person, Governmental Authority, governmental or other entityother, to enable Buyer to enter into or perform its obligations under this Agreement and or any of the Transaction DocumentsPrincipal Agreements.
Appears in 1 contract
Samples: Asset Purchase Agreement (Powerwave Technologies Inc)
Authority and Binding Effect. Buyer Seller has the full power and authority to execute and deliver this Agreement and the Transaction DocumentsBxxx of Sale (as hereinafter defined). This Agreement and the Transaction Documents Bxxx of Sale and the consummation by Buyer Seller of its obligations contained herein and therein have been duly authorized by all necessary organizational corporate actions of Buyer Seller, and such agreements have been duly executed and delivered by BuyerSeller. This Agreement is a valid and binding agreement of BuyerSeller, enforceable against Buyer Seller in accordance with its terms, and, upon execution and delivery, each the Bxxx of the Transaction Documents Sale will be a valid and binding agreement of Buyer Seller and shall be enforceable against it in accordance with its terms, except as enforceability of the obligations of Buyer Seller under this Agreement and the Transaction Documents Bxxx of Sale may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ rights generally, and (ii) general principles of equity relating to the availability of equitable remedies (whether such agreements are sought to be enforced in a proceeding at law or a proceeding in equity). It is not necessary for Buyer Seller to take any action or to obtain any approval, consent, consent or release by or from any third person, Governmental Authority, governmental or other entityother, to enable Buyer Seller to enter into or perform its obligations under this Agreement and the Transaction DocumentsBxxx of Sale.
Appears in 1 contract
Samples: Asset Purchase Agreement (Ubiquity Broadcasting Corp)
Authority and Binding Effect. Buyer has the full corporate power and authority to execute and deliver this Agreement and the Transaction DocumentsBxxx of Sale. This Agreement and the Transaction Documents Bxxx of Sale and the consummation by Buyer of its obligations contained herein and therein have been duly authorized by all necessary organizational corporate actions of Buyer and such agreements have been duly executed and delivered by Buyer. This Agreement is a valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, and, upon execution and delivery, each the Bxxx of the Transaction Documents Sale will be a valid and binding agreement of Buyer and shall be enforceable against it in accordance with its terms, except as enforceability of the obligations of Buyer under this Agreement and the Transaction Documents Bxxx of Sale may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ rights generally, and (ii) general principles of equity relating to the availability of equitable remedies (whether such agreements are sought to be enforced in a proceeding at law or a proceeding in equity). It is not necessary for Buyer to take any action or to obtain any approval, consent, consent or release by or from any third person, Governmental Authority, governmental or other entity, to enable Buyer to enter into or perform its obligations under this Agreement and the Transaction DocumentsBxxx of Sale.
Appears in 1 contract
Samples: Asset Purchase Agreement (Ubiquity Broadcasting Corp)