Authority Relative to this Guaranty. Guarantor has full corporate power and authority to execute and deliver this Guaranty and to consummate the transactions contemplated hereby. The execution and delivery by Guarantor of this Guaranty and the consummation by Guarantor of the transactions and performance of the terms and conditions contemplated hereby have been duly and validly authorized by the Board of Directors of Guarantor, and no other corporate proceedings on the part of Guarantor are necessary to authorize this Guaranty or consummate the transactions so contemplated. This Guaranty has been duly and validly executed and delivered by Guarantor, and this Guaranty constitutes a valid and binding agreement of Guarantor, enforceable against Guarantor in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application with respect to creditors, (ii) general principles of equity, and (iii) the power of a court to deny enforcement or remedies generally based upon public policy.
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Samples: Asset Purchase Agreement (Elecsys Corp), Asset Purchase Agreement (Elecsys Corp)
Authority Relative to this Guaranty. Purchaser Guarantor has full corporate power and authority to execute and deliver this Guaranty and to consummate the transactions contemplated hereby. The execution and delivery by Purchaser Guarantor of this Guaranty and the consummation by Purchaser Guarantor of the transactions and performance of the terms and conditions contemplated hereby have been duly and validly authorized by the Board of Directors of Guarantorauthorized, and no other corporate organizational proceedings on the part of Purchaser Guarantor are necessary to authorize this Guaranty or consummate the transactions so contemplated. This Guaranty has been duly and validly executed and delivered by Purchaser Guarantor, and this Guaranty constitutes a valid and binding agreement of Purchaser Guarantor, enforceable against Purchaser Guarantor in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application with respect affecting creditors’ rights and remedies generally, and subject, as to creditorsenforceability, (ii) to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (iii) the power regardless of whether enforcement is sought in a court to deny enforcement proceeding at law or remedies generally based upon public policyin equity).
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Authority Relative to this Guaranty. Seller Guarantor has full corporate power and authority to execute and deliver this Guaranty and to consummate the transactions contemplated hereby. The execution and delivery by Seller Guarantor of this Guaranty and the consummation by Seller Guarantor of the transactions and performance of the terms and conditions contemplated hereby have been duly and validly authorized by the Board of Directors of Guarantorauthorized, and no other corporate organizational proceedings on the part of Seller Guarantor are necessary to authorize this Guaranty or consummate the transactions so contemplated. This Guaranty has been duly and validly executed and delivered by Seller Guarantor, and this Guaranty constitutes a valid and binding agreement of Seller Guarantor, enforceable against Seller Guarantor in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application with respect affecting creditors’ rights and remedies generally, and subject, as to creditorsenforceability, (ii) to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (iii) the power regardless of whether enforcement is sought in a court to deny enforcement proceeding at law or remedies generally based upon public policyin equity).
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