Common use of Authority and Binding Obligation Clause in Contracts

Authority and Binding Obligation. (i) Seller has full power and authority to execute and deliver this Agreement and all other documents to be executed and delivered by Seller pursuant to this Agreement (the “Seller Documents”), and to perform all obligations of Seller under each of the Seller Documents, (ii) the execution and delivery by the signer on behalf of Seller of each of the Seller Documents, and the performance by Seller of its obligations under each of the Seller Documents, has been duly and validly authorized by all necessary action by Seller, and (iii) each of the Seller Documents, when executed and delivered, will constitute the legal, valid and binding obligations of Seller enforceable against Seller in accordance with its terms, except to the extent Purchaser itself is in default thereunder.

Appears in 4 contracts

Samples: Purchase and Sale Agreement (Lincoln Educational Services Corp), Purchase and Sale Agreement (Lincoln Educational Services Corp), Purchase and Sale Agreement (Lincoln Educational Services Corp)

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Authority and Binding Obligation. Subject to the Seller Board Approval, (i) Seller has full power and authority to execute and deliver this Agreement and all other documents to be executed and delivered by Seller pursuant to this Agreement (the “Seller Documents”), and to perform all obligations of Seller under each of the Seller Documents, (ii) the execution and delivery by the signer on behalf of Seller of each of the Seller Documents, and the performance by Seller of its obligations under each of the Seller Documents, has been duly and validly authorized by all necessary action by Seller, and (iii) each of the Seller Documents, when executed and delivered, will constitute the legal, valid and binding obligations of Seller enforceable against Seller in accordance with its terms, except to the extent Purchaser itself is in default thereunder.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Chesapeake Lodging Trust), Purchase and Sale Agreement (Chesapeake Lodging Trust)

Authority and Binding Obligation. (i) Seller has full power and authority to execute and deliver this Master Purchase and Sale Agreement and all other documents to be executed and delivered by Seller pursuant to this Master Purchase and Sale Agreement (collectively, the “Seller Documents”), and to perform all obligations of Seller under each of the Seller DocumentsDocuments to which it is a party, (ii) the execution and delivery by the signer on behalf of Seller of each of the Seller Documents, and the performance by of Seller of its obligations under each of the Seller DocumentsDocument, has been duly and validly authorized by all necessary action by Seller, and (iii) each of the Seller Documents, when executed and delivered, will constitute the legal, valid and binding obligations of Seller enforceable against Seller in accordance with its their terms, except to the extent Purchaser itself is in default thereunder.

Appears in 2 contracts

Samples: Master Purchase and Sale Agreement (Hersha Hospitality Trust), Master Purchase and Sale Agreement (Hersha Hospitality Trust)

Authority and Binding Obligation. (i) Seller has full power and authority to execute and deliver this Agreement and all other documents now or hereafter to be executed and delivered by Seller pursuant to under this Agreement (the “Seller Documents”)Agreement, and to perform all obligations of Seller arising under each of the Seller Documentsthis Agreement and such other documents, (ii) the execution and delivery by the signer undersigned on behalf of Seller of each of the Seller DocumentsSeller, and the delivery and performance of this Agreement by Seller of its obligations under each of the Seller Documents, has been duly and validly authorized by all necessary action by on the part of Seller, and (iii) each of the this Agreement and such other documents now or hereafter to be executed and delivered by Seller Documentsunder this Agreement, when executed and delivered, will each constitute the legal, valid and binding obligations of Seller enforceable against Seller in accordance with its terms, except to the extent Purchaser itself is in default thereunderhereunder.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Xenia Hotels & Resorts, Inc.), Purchase and Sale Agreement (Chesapeake Lodging Trust)

Authority and Binding Obligation. (i) Seller has full power and authority to execute and deliver this Agreement and all other documents to be executed and delivered by Seller it pursuant to this Agreement (collectively, including this Agreement, the “Seller Documents”), and to perform all obligations required of Seller it under each of the Seller Documents, (ii) the execution and delivery by the signer on behalf of Seller of each of the Seller Documents, and the performance by Seller of its obligations under each of the Seller Documents, has been duly and validly authorized by all necessary action by Seller, and (iii) each of the Seller Documents, when executed and delivered, will constitute the legal, valid and binding obligations of Seller enforceable against Seller in accordance with its respective terms, except to the extent Purchaser itself is in default thereunder.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Carey Watermark Investors Inc)

Authority and Binding Obligation. (i) Seller has full power and authority to execute and deliver this Agreement and all other documents now or hereafter to be executed and delivered by Seller pursuant to under this Agreement (the “Seller Documents”)Agreement, and to perform all obligations of Seller arising under each of the Seller Documentsthis Agreement and such other documents, (ii) the execution and delivery by the signer undersigned on behalf of Seller of each of the Seller DocumentsSeller, and the delivery and performance of this Agreement by Seller of its obligations under each of the Seller DocumentsSeller, has been duly and validly authorized by all necessary action by on the part of Seller, and (iii) each of the this Agreement and such other documents now or hereafter to be executed and delivered by Seller Documentsunder this Agreement, when executed and delivered, will each constitute the legal, valid and binding obligations of Seller enforceable against Seller in accordance with its terms, except to the extent Purchaser itself is in material default thereunderhereunder and such enforceability is affected thereby.

Appears in 1 contract

Samples: Purchase and Sale Agreement

Authority and Binding Obligation. (i) Seller has full power and authority to execute and deliver this Agreement and all other documents to be executed and delivered by Seller pursuant to this Agreement (the “Seller Documents”), and to perform all obligations of Seller under each of the Seller Documents, (ii) the . The execution and delivery by the signer on behalf of Seller of each of the Seller Documents, and the performance by Seller of its obligations under each of the Seller Documents, has have been duly and validly authorized by all necessary action by Seller, and (iii) each . Each of the Seller Documents, when executed and delivered, will constitute the legal, valid and binding obligations of Seller enforceable against Seller in accordance with its terms, except to the extent Purchaser itself is in default thereunder.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Lightstone Value Plus Real Estate Investment Trust V, Inc.)

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Authority and Binding Obligation. (i) Seller has full power and authority to execute and deliver this Agreement and all other documents to be executed and delivered by Seller pursuant to this Agreement (the “Seller Documents”), and to perform all obligations of Seller under each of the Seller Documents, (ii) the execution and delivery by the signer on behalf of Seller of each of the Seller Documents, and the performance by Seller of its obligations under each of the Seller Documents, has been duly and validly authorized by all necessary action by Seller, and (iii) each of the Seller Documents, when executed and delivered, will constitute the legal, valid and binding obligations of Seller enforceable against Seller in accordance with its terms, except to the extent Purchaser itself is in default thereunder.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Clearview Hotel Trust, Inc.)

Authority and Binding Obligation. (i) Each Seller has full power and authority to execute and deliver this Agreement and all other documents to be executed and delivered by such Seller pursuant to this Agreement (the “Seller Documents”), and to perform all obligations of such Seller under each of the Seller Documents, (ii) the execution and delivery by the signer on behalf of each Seller of each of the Seller Documents, and the performance by such Seller of its obligations under each of the Seller Documents, has been duly and validly authorized by all necessary action by such Seller, and (iii) each of the Seller Documents, when executed and delivered, will constitute the legal, valid and binding obligations of such Seller enforceable against Seller in accordance with its terms, except to the extent Purchaser itself is in default thereunder.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Apple Hospitality REIT, Inc.)

Authority and Binding Obligation. (i) Seller has full power and authority to execute and deliver this Agreement and all other documents to be executed and delivered by Seller it pursuant to this Agreement (collectively, including this Agreement, the “Seller Documents”), and to perform all obligations required of Seller it under each of the Seller Documents, (ii) the execution and delivery by the signer on behalf of Seller of each of the Seller Documents, and the performance by Seller of its obligations under each of the Seller Documents, has been duly and validly authorized by all necessary action by Seller, and (iii) each of the Seller Documents, when executed and delivered, will constitute the legal, valid and binding obligations of Seller enforceable against Seller in accordance with its respective terms, except to the extent Purchaser itself is in default thereunder.

Appears in 1 contract

Samples: Purchase and Sale Agreement (DiamondRock Hospitality Co)

Authority and Binding Obligation. (ia) Seller has the full power and authority to execute and deliver this Agreement and all other documents to be executed and delivered by Seller pursuant to this Agreement (collectively, the “Seller Documents”), and to perform all obligations of Seller under each of the Seller Documents, ; (iib) the execution and delivery by the signer individual executing the Seller Documents on behalf of Seller of each of the Seller DocumentsSeller, and the performance by Seller of its obligations under each of the Seller Documents, has been duly and validly authorized by all necessary action by Seller, ; and (iiic) each of the Seller Documents, when executed and delivered, will constitute the legal, valid and binding obligations of Seller and will be enforceable against Seller in accordance with its their terms, except to the extent Purchaser Buyer itself is in default thereunder.

Appears in 1 contract

Samples: Agreement of Purchase and Sale (Condor Hospitality Trust, Inc.)

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