AUTHORITY; BINDING EFFECT; PERFORMANCE Sample Clauses

AUTHORITY; BINDING EFFECT; PERFORMANCE. Each of Parent and Purchaser 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 Parent and Purchaser has been duly authorized by all necessary corporate action on the part of Parent and Purchaser. This Agreement has been duly executed and delivered on behalf of Parent and Purchaser and constitutes the legal, valid and binding obligation of each of them, enforceable against each of them in accordance with its terms, except that the enforceability of this Agreement is subject to bankruptcy, insolvency, reorganization and similar laws of general applicability relating to or affecting creditors' rights and limitations on the availability of the remedy of specific performance and other equitable relief.
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AUTHORITY; BINDING EFFECT; PERFORMANCE. (a) Sellers has full right, power, legal capacity and authority to enter into this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, and no spousal consent thereto is required; Xxxxx Xxxxxx and Xxxxxx Xxxxx have full right, power, legal capacity and authority to enter into their respective Employment Agreements guaranteed by NCTI, between themselves and Cinema. The Board of Directors of Company has unanimously approved the execution and delivery of this Agreement and each of the Ancillary Agreements and the transactions contemplated hereby and thereby. No further corporate action on the part of Company is necessary to authorize and approve the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. This Agreement and the Ancillary Agreements have been duly and validly executed and delivered by Sellers, and constitute the legal, valid and binding obligations of Sellers, as applicable, enforceable in accordance with their terms, except that such enforceability is subject to bankruptcy, insolvency, reorganization and similar laws of general applicability relating to or affecting creditors' rights and limitations on the availability of the remedy of specific performance and other equitable remedies. No action, consent or approval by or filing with any federal, state, municipal, or other court or governmental or administrative body or agency or any other regulatory or self-regulatory body of the United States, is required in connection with the execution and delivery of this Agreement and the Ancillary Agreements by Sellers or the Company, as applicable. No claim, action, suit, proceeding, arbitration, investigation or inquiry before any federal, state, municipal, foreign or other court or governmental or administrative body or agency, any securities or commodities exchange, other regulatory body or any private arbitration tribunal of the United States, is now pending or, to the best knowledge of Sellers, threatened against or relating to Sellers or the Company or its assets which would adversely affect the ability of Sellers to consummate the transactions contemplated by this Agreement.
Sample 1
AUTHORITY; BINDING EFFECT; PERFORMANCE. Purchaser has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement, the Note and the Pledge Agreement. The execution, delivery and performance of this Agreement, the Note and the Pledge Agreement by Purchaser, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate action by Purchaser, and no other corporate action on the part of Purchaser is necessary to authorize the execution and delivery of this Agreement, the Note and the Pledge Agreement or the performance of this Agreement, the Note and the Pledge Agreement by Purchaser and the consummation of the transactions contemplated hereby. This Agreement, the Note and the Pledge Agreement have been duly executed and delivered on behalf of Purchaser and constitute legal, valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with their terms. The security interest created by the Pledge Agreement in the collateral described therein shall be a first priority security interest securing payment of the Note to the extent that such collateral is not already subject to an existing security interest assumed by the Purchaser pursuant to Section 1.03 hereof.
Sample 1
AUTHORITY; BINDING EFFECT; PERFORMANCE. Seller has all requisite corporate power and authority to execute and deliver and, subject to the approval of its shareholders and the approval of the Senior Note Holders, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Seller, and the consummation of the transactions contemplated hereby, have been duly authorized by the Board of Directors of Seller. With the exception of shareholder approval and the approval of the Senior Note Holders, which approvals shall be obtained by the Closing Date, no other corporate action on the part of Seller is necessary to authorize the execution, delivery or performance of this Agreement by Seller or the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered on behalf of Seller and constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except that the enforceability of this Agreement is subject to bankruptcy, insolvency, reorganization and similar laws of general applicability relating to or affecting creditors' rights and limitations on the availability of the remedy of specific performance and other equitable relief.
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AUTHORITY; BINDING EFFECT; PERFORMANCE. Purchaser has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and the Security Agreement. The execution, delivery and performance of this Agreement and the Security Agreement by Purchaser, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate action by Purchaser, and no other corporate action on the part of Purchaser is necessary to authorize the execution and delivery of this Agreement and the Security Agreement or the performance of this Agreement and the Security Agreement by Purchaser and the consummation of the transactions contemplated hereby. This Agreement and the Security Agreement have been duly executed and delivered on behalf of Purchaser and constitute legal, valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with their terms. The security interest created by the Security Agreement in the collateral described therein shall be a first priority security interest securing payment of amounts due under Section 2.02 hereto.
Sample 1
AUTHORITY; BINDING EFFECT; PERFORMANCE. Seller has all requisite corporate and other power and authority to execute, deliver and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement by Seller, and the consummation of the transactions contemplated hereby, have been duly approved by the Board of Directors of Seller, and no other corporate action on the part of Seller is necessary to authorize the execution and delivery of this Agreement or the performance of this Agreement by Seller and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered on behalf of Seller and constitutes the valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. Seller has performed and complied on all material respects with all of the obligations under this Agreement which are required to be performed or complied with by it on or prior to the Closing Date.
Sample 1
AUTHORITY; BINDING EFFECT; PERFORMANCE. Purchaser has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement, the Note and the Pledge Agreement. The execution, delivery and performance of this Agreement by Purchaser, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate action by Purchaser, and no other corporate action on the part of Purchaser is necessary to authorize the execution and delivery of this Agreement or the performance of this Agreement by Purchaser and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered on behalf of Purchaser and constitute legal, valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with its terms.
Sample 1
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Related to AUTHORITY; BINDING EFFECT; PERFORMANCE

  • Authority; Binding Effect Grantor has the full right, power and authority to enter into this Agreement and to grant a security interest in the Collateral to Lender. This Agreement is binding upon Grantor as well as Grantor's successors and assigns, and is legally enforceable in accordance with its terms. The foregoing representations and warranties, and all other representations and warranties contained in this Agreement are and shall be continuing in nature and shall remain in full force and effect until such time as this Agreement is terminated or cancelled as provided herein.

  • Assignability; Binding Effect This Agreement shall be binding upon and inure to the benefit of the Parties and their successors and permitted assigns; provided, however, that the rights and obligations of each Party under this Agreement shall not be assignable, in whole or in part, directly or indirectly, whether by operation of law or otherwise, by such Party without the prior written consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed) and any attempt to assign any rights or obligations under this Agreement without such consent shall be null and void. Notwithstanding the foregoing, either Party may assign its rights and obligations under this Agreement to any of their respective Affiliates provided that no such assignment shall release such assigning Party from any liability or obligation under this Agreement.

  • Authorization; Binding Effect (a) Seller has all requisite corporate power and authority to sell the Purchased Assets and enter into and deliver this Agreement, the Xxxx of Sale and any related agreements to which it will be a party and to perform its obligations hereunder and thereunder. The execution and delivery by Seller of this Agreement, the Xxxx of Sale and any related agreements to which it will be a party and its consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action of Seller.

  • Execution; Binding Effect This Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same agreement. Subject to Section 8.03, this Agreement shall inure to the benefit of and be binding upon the Seller and the Purchaser and their respective successors and assigns.

  • Binding Effect; Ratification (a) This Amendment shall become effective, as of the date first set forth above, when counterparts hereof shall have been executed and delivered by the parties hereto, and thereafter shall be binding on the parties hereto and their respective successors and assigns.

  • Term; Binding Effect This Agreement shall (a) remain in full force and effect until payment and satisfaction in full of all of the Obligations; (b) be binding upon each Debtor, and its successors and permitted assigns; and (c) inure to the benefit of the Collateral Agent, for the benefit of the Lenders and their respective successors and assigns.

  • Binding Effect, Etc Any amendment or waiver consented to as provided in this Section 17 applies equally to all holders of Notes and is binding upon them and upon each future holder of any Note and upon the Company without regard to whether such Note has been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Company and the holder of any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such Note. As used herein, the term “this Agreement” and references thereto shall mean this Agreement as it may from time to time be amended or supplemented.

  • Merger; Binding Effect, Etc This Agreement constitutes the entire agreement of the parties with respect to its subject matter, supersedes all prior or contemporaneous oral or written agreements or discussions with respect to such subject matter, and shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective heirs, representatives, successors and permitted assigns. Except as otherwise expressly provided herein, no Holder or other party hereto may assign any of its respective rights or delegate any of its respective obligations under this Agreement without the prior written consent of the other parties hereto, and any attempted assignment or delegation in violation of the foregoing shall be null and void.

  • Authorization and Binding Effect The execution and delivery by the Company of the Loan Documents to which it is a party, and the performance by the Company of its obligations thereunder, are within its corporate power, have been duly authorized by proper corporate action on the part of the Company, are not in violation of any existing law, rule or regulation of any governmental agency or authority, any order or decision of any court, the Articles of Incorporation or By-Laws of the Company or the terms of any agreement, restriction or undertaking to which the Company is a party or by which it is bound, and do not require the approval or consent of the shareholders of the Company, any governmental body, agency or authority or any other person or entity. The Loan Documents to which the Company is a party, when executed and delivered, will constitute the valid and binding obligations of the Company enforceable in accordance with their terms, except as limited by bankruptcy, insolvency or similar laws of general application affecting the enforcement of creditors' rights and except to the extent that general principles of equity might affect the specific enforcement of such Loan Documents.

  • Integration; Binding Effect; Survival of Terms (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings.

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