Authority for Transaction. Buyer’s execution and delivery of this Agreement and each other Transaction Document to which Buyer is a party, its compliance with the provisions hereof and thereof and the consummation of all of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Buyer, and this Agreement and each other Transaction Document to which Buyer is a party is valid and binding upon Buyer in accordance with their respective terms.
Authority for Transaction. Seller has full power and authority to execute and deliver this Agreement and to perform Seller’s obligations hereunder. This Agreement constitutes the valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and general equitable principles, regardless of whether enforceability is considered in a proceeding at law or in equity. Except for filings under the HSR Act and as shown in Schedule 3.1(a), Seller is not required to give any notice to, make any filing with or obtain any authorization, consent or approval of any Governmental Authority in order to consummate the transactions contemplated by this Agreement.
Authority for Transaction. Purchaser has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and general equitable principles, regardless of whether enforceability is considered in a proceeding at law or in equity. Except for filings under the HSR Act, Purchaser is not required to give any notice to, make any filing with or obtain any authorization, consent or approval of any Governmental Authority in order to consummate the transactions contemplated by this Agreement.
Authority for Transaction. Sellers’ execution and delivery of this Agreement, their compliance with its provisions, and the consummation of all of the transactions contemplated herein have all been duly and validly authorized by all necessary action on the part of Sellers and their board of directors or other, similar governing body, and this Agreement is valid and binding upon Sellers in accordance with its terms.
Authority for Transaction. Seller’s execution and delivery of this Agreement and all other Transaction Documents to which it is a party, its compliance with the provisions hereof and thereof and the consummation of all of the transactions contemplated hereby and thereby, have all been duly and validly authorized by all necessary corporate action on the part of Seller, and this Agreement and all other Transaction Documents to which Seller is a party are valid and binding upon Seller in accordance with their respective terms. Each Shareholder has full power and authority to execute and deliver this Agreement and all other Transaction Documents to which such Shareholder is a party, to comply with the provisions hereof and thereof and to consummate the transactions contemplated hereby and thereby. This Agreement and all other Transaction Documents to which each Shareholder is a party are valid and binding upon such Shareholder in accordance with their respective terms.
Authority for Transaction. The Buyer has all requisite corporate power and authority to enter into this Agreement and the other agreements contemplated hereby (including without limitation the Purchase Note) and to perform its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and the other agreements contemplated thereby have been duly authorized by all necessary corporate action on the part of the Buyer. This Agreement constitutes, and on the Closing Date the Purchase Note will constitute, valid and legally binding agreements of the Buyer enforceable against the Buyer in accordance with their respective terms.
Authority for Transaction. Purchaser has full right, power, and authority to execute, deliver and perform this Agreement, and consummate the transactions contemplated herein. This Agreement has been duly executed and delivered by Purchaser, and it and its provisions constitute, legal, valid and binding obligations of Purchaser, enforceable against it in accordance with its terms and conditions, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by general principles of equity (whether applied in a proceeding at law or in equity). There are no claims, lawsuits, actions, arbitrations, administrative or other proceedings, governmental investigations, audits or inquiries pending or threatened against Purchaser that limit, impair or otherwise affect, its right or authority to enter into this Agreement or the performance by Purchaser of its obligations hereunder.
Authority for Transaction. The execution and delivery of this Agreement by each of DSL and MergerCo, and the consummation of the Transactions, have been or prior to the Closing will be duly and validly authorized by each of DSL and MergerCo by all necessary action, corporate or otherwise. This Agreement is the legal, valid and binding obligation of each of DSL and MergerCo, enforceable against each of DSL and MergerCo in accordance with its terms. Neither the execution and delivery of this Agreement by DSL and MergerCo, nor the performance by DSL and MergerCo of their obligations hereunder, will violate the certificate of incorporation or bylaws of either DSL or MergerCo or will result in a violation or breach of, or constitute a default under, any indenture, mortgage, deed of trust or other contract, license or other agreement to which DSL or MergerCo is a party or by which either of them or their assets is bound, or of any provision of any federal or state judgment, writ, decree, order, statute, rule, or governmental regulation applicable to DSL or MergerCo.
Authority for Transaction. Subject to the due approval of its shareholders as provided by law, Oncologix has the full right, power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform Oncologix's obligations hereunder, and to carry out the transactions contemplated in this Agreement, except as may be limited by bankruptcy, insolvency, reorganization, IUT/Oncologix Asset Purchase Agreement moratorium or other similar laws affecting creditors' rights generally. When duly approved by its shareholders, this Agreement will constitute the valid and legally binding obligation of Oncologix, enforceable in accordance with its terms and conditions.
Authority for Transaction. The execution and performance of this Agreement by Bancshares and its delivery to Century have been duly authorized by all requisite corporate action , other than approval by Bancshares' shareholders. This Agreement is valid and binding upon Bancshares and enforceable against Bancshares in accordance with its terms.
