Authority, Due Execution; Binding Effect Sample Clauses
The 'Authority, Due Execution; Binding Effect' clause confirms that each party entering into the agreement has the legal power and proper authorization to do so, and that the agreement is validly executed and binding on all parties. In practice, this means that the individuals signing the contract have been duly authorized by their respective organizations, and that all necessary internal approvals or corporate actions have been taken. This clause ensures that the contract is enforceable and prevents disputes over whether a party was properly represented or had the authority to commit to the agreement, thereby reducing the risk of future challenges to the contract’s validity.
Authority, Due Execution; Binding Effect. (a) Sellers have full power and authority to execute and deliver this Agreement and the Ancillary Agreements to which any Seller as of the Closing shall be a party, to perform their obligations hereunder and thereunder and to consummate the Transactions. The execution and delivery by Sellers of this Agreement and the Ancillary Agreements to which any Seller as of the Closing shall be a party when executed and delivered by such Seller, and the performance by Sellers of their obligations hereunder and thereunder, have been or as of the Closing shall be duly and validly authorized by all necessary action.
(b) This Agreement has been duly executed and delivered by Sellers and constitutes the valid and binding obligation of Sellers, enforceable against Sellers in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to creditors’ rights generally, and general equitable principles (whether considered in a Proceeding in equity or at law). When executed and delivered by Sellers on the Closing Date, each of the Ancillary Agreements to which any Seller is a party shall have been duly executed and delivered by such Seller and shall constitute the valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to creditors’ rights generally, and general equitable principles (whether considered in a Proceeding in equity or at law).
Authority, Due Execution; Binding Effect. Buyer has the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which Buyer as of the Closing shall be a party, to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution and delivery by Buyer of this Agreement and the Ancillary Agreements to which Buyer as of the Closing shall be a party when executed and delivered by Buyer, and the performance by Buyer of its obligations hereunder and thereunder, have been or as of the Closing shall be duly and validly authorized by all necessary corporate action.