Common use of Authority; Binding Nature of Agreements Clause in Contracts

Authority; Binding Nature of Agreements. (a) The execution, delivery and performance of this Agreement, the Transactional Agreements, and all other agreements and instruments contemplated to be executed and delivered by Sharing Economy in connection herewith have been duly authorized by all necessary corporate action on the part of Sharing Economy and its board of directors. (b) This Agreement, the Transactional Agreements, and all other agreements and instruments contemplated to be executed and delivered by Sharing Economy constitute the legal, valid and binding obligation of Sharing Economy, enforceable against Sharing Economy in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, Exchange, insolvency, moratorium or other laws affecting the enforcement of creditors’ rights generally and by general principles of equity regardless of whether such enforceability is considered in a proceeding in law or equity. (c) There is no pending Proceeding, and, to Sharing Economy’s knowledge, no Person has threatened to commence any Proceeding that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Exchange or Sharing Economy’s ability to comply with or perform its obligations and covenants under the Transactional Agreements, and, to the knowledge of Sharing Economy, no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding.

Appears in 3 contracts

Samples: Share Exchange Agreement (Sharing Economy International Inc.), Share Exchange Agreement (Sharing Economy International Inc.), Share Exchange Agreement (Sharing Economy International Inc.)

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Authority; Binding Nature of Agreements. (a) The execution, delivery and performance of this Agreement, the Transactional Agreements, and all other agreements and instruments contemplated to be executed and delivered by Sharing Economy the Purchaser in connection herewith have been duly authorized by all necessary corporate action on the part of Sharing Economy the Purchaser and its board of directors. (b) This Agreement, the Transactional Agreements, and all other agreements and instruments contemplated to be executed and delivered by Sharing Economy the Purchaser constitute the legal, valid and binding obligation of Sharing Economythe Purchaser, enforceable against Sharing Economy the Purchaser in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, Exchange, insolvency, moratorium or other laws affecting the enforcement of creditors’ rights generally and by general principles of equity regardless of whether such enforceability is considered in a proceeding in law or equity. (c) There is no pending Proceeding, and, to Sharing Economythe Purchaser’s knowledge, no Person has threatened to commence any Proceeding that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Exchange or Sharing Economythe Purchaser’s ability to comply with or perform its obligations and covenants under the Transactional Agreements, and, to the knowledge of Sharing Economythe Purchaser, no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding.

Appears in 3 contracts

Samples: Share Exchange Agreement, Share Exchange Agreement (Bonanza Goldfields Corp.), Share Exchange Agreement (Cosmos Group Holdings Inc.)

Authority; Binding Nature of Agreements. (a) The execution, delivery and performance of this Agreement, the Transactional Agreements, Agreement and all other agreements and instruments contemplated to be executed and delivered by Sharing Economy Purchaser in connection herewith have been duly authorized by all necessary corporate action on the part of Sharing Economy Purchaser and its board of directors. Purchaser has all requisite legal and corporate power and authority to purchase the Shares hereunder. (b) This Agreement, the Transactional Agreements, Agreement and all other agreements and instruments contemplated to be executed and delivered by Sharing Economy Purchaser in connection herewith constitute the legal, valid and binding obligation obligations of Sharing EconomyPurchaser, enforceable against Sharing Economy Purchaser in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, Exchangemerger, insolvency, moratorium moratorium, fraudulent conveyance or other laws affecting the enforcement of creditors’ the rights of creditors and other obligees generally and by general principles of equity regardless of whether such enforceability is considered in a proceeding in law or equity, and by limitations on indemnification due to public policy considerations. (c) There is no pending Proceedingproceeding, and, to Sharing Economy’s Purchaser's knowledge, no Person person has threatened to commence any Proceeding proceeding that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Exchange or Sharing Economy’s with Purchaser's ability to comply with or perform its obligations and covenants under the Transactional Agreementsthis Agreement and under all other agreements and instruments contemplated to be executed and delivered by Purchaser in connection herewith, and, to the knowledge of Sharing EconomyPurchaser, no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceedingproceeding.

Appears in 2 contracts

Samples: Series G Preferred Stock Purchase Agreement (Cais Internet Inc), Series F Convertible Participating Preferred Stock Purchase Agreement (Cais Internet Inc)

Authority; Binding Nature of Agreements. (a) The execution, delivery and performance of this Agreement, the Transactional Agreements, and all other agreements and instruments contemplated to be executed and delivered by Sharing Economy NNAX in connection herewith have been duly authorized by all necessary corporate action on the part of Sharing Economy NNAX and its board of directors. (b) This Agreement, the Transactional Agreements, and all other agreements and instruments contemplated to be executed and delivered by Sharing Economy NNAX constitute the legal, valid and binding obligation of Sharing EconomyNNAX, enforceable against Sharing Economy NNAX in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, Exchange, insolvency, moratorium or other laws affecting the enforcement of creditors’ rights generally and by general principles of equity regardless of whether such enforceability is considered in a proceeding in law or equity. (c) There is no pending Proceeding, and, to Sharing EconomyNNAX’s knowledge, no Person has threatened to commence any Proceeding that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Exchange Acquisition or Sharing EconomyNNAX’s ability to comply with or perform its obligations and covenants under the Transactional Agreements, and, to the knowledge of Sharing EconomyNNAX, no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding.

Appears in 1 contract

Samples: Share Acquisition Agreement (New Momentum Corp.)

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Authority; Binding Nature of Agreements. (a) The execution, delivery and performance of this Agreement, the Transactional Agreements, and all other agreements and instruments contemplated to be executed and delivered by Sharing Economy CAIS or the Company, as the case may be, in connection herewith have been duly authorized by all necessary corporate action on the part of Sharing Economy CAIS and its the Company and their respective board of directors. (b) This Agreement, the Transactional Agreements, and all other agreements and instruments contemplated to be executed and delivered by Sharing Economy CAIS and the Company each constitute the legal, valid and binding obligation of Sharing EconomyCAIS and the Company, enforceable against Sharing Economy CAIS and the Company in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, Exchangemerger, insolvency, moratorium or other laws affecting the enforcement of creditors' rights generally and by general principles of equity regardless of whether such enforceability is considered in a proceeding in law or equity. (c) There is no pending Proceeding, and, to Sharing Economy’s knowledgeCAIS's Knowledge, no Person has threatened to commence any Proceeding that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Exchange Merger or Sharing Economy’s CAIS's or the Company's ability to comply with or perform its obligations and covenants under the Transactional Agreements, and, to the knowledge Knowledge of Sharing EconomyCAIS, no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cais Internet Inc)

Authority; Binding Nature of Agreements. (a) The execution, delivery and performance of this Agreement, the Transactional Agreements, and all other agreements and instruments contemplated to be executed and delivered by Sharing Economy Omnis and Merger Sub in connection herewith have been duly authorized by all necessary corporate action on the part of Sharing Economy Omnis and its board Merger Sub and their respective boards of directors. (b) This Agreement, the Transactional Agreements, and all other agreements and instruments contemplated to be executed and delivered by Sharing Economy Omnis and Merger Sub each constitute the legal, valid and binding obligation of Sharing Economy, enforceable against Sharing Economy Omnis and Merger Sub in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, Exchangereorganization, insolvency, moratorium or other laws affecting the enforcement of creditors' rights generally and by general principles of equity regardless of whether such enforceability is considered in a proceeding in law or equity. (c) There is no pending Proceeding, and, to Sharing Economy’s knowledgethe knowledge of Omnis or Merger Sub, no Person has threatened to commence any Proceeding that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Exchange Transactions or Sharing Economy’s the ability of Omnis or Merger Sub to comply with or perform its obligations and covenants under the Transactional Agreements, and, to the knowledge of Sharing EconomyOmnis or Merger Sub, no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding.

Appears in 1 contract

Samples: Merger Agreement (Omnis Technology Corp)

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