Authorization and Binding Effect. The execution and delivery of this Agreement, the performance by such Seller of its obligations hereunder and the consummation of the transactions contemplated hereby in accordance with the terms hereof have been duly authorized by all requisite action on the part of such Seller. This Agreement has been duly executed and delivered by such Seller, and, assuming due execution and delivery by each of the other Parties, constitutes the legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general equitable principles.
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.
Authorization and Binding Effect. Harry's has the corporate power and -------------------------------- authority to execute, deliver, enter into and perform this Agreement and to consummate the transactions contemplated by this Agreement. The officers executing this Agreement are the duly elected officers of Harry's and are duly authorized to execute this Agreement on Harry's behalf. This Agreement constitutes a legal, valid and binding obligation of Harry's enforceable against Harry's in accordance with its terms.
Authorization and Binding Effect. The execution, delivery and performance of this Agreement by Seller and the consummation of the transactions contemplated by this Agreement have been all duly authorized by the directors of the Seller and all the corporate acts, proceedings and approvals required of Seller, its officers, directors and shareholders for all of the foregoing have been duly taken and remain in effect. This Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms.
Authorization and Binding Effect. The Company has full right, power and authority to execute and deliver this Agreement, the Contribution Agreement and each of the Ancillary Agreements (as defined in the Contribution Agreement) and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement, the Contribution Agreement and each of the Ancillary Agreements and the consummation by it of the transactions contemplated hereby and thereby has been duly and validly taken.
Authorization and Binding Effect. This Agreement and each of the agreements and instruments contemplated hereby has been duly and validly authorized, executed and delivered by the Seller and constitutes the legal, valid and binding obligations of the Seller, enforceable in accordance with its terms. All corporate actions and proceedings required for the execution and delivery of this Agreement, and for the consummation of the transactions contemplated hereby, have been duly taken.
Authorization and Binding Effect. All requisite corporate action required to be taken by Buyer or its shareholders to authorize the execution and delivery of this Agreement and the transactions contemplated hereby have been taken, and this Agreement constitutes a valid and binding agreement enforceable against Buyer in accordance with the terms and subject to the conditions hereof.
Authorization and Binding Effect. Purchaser has full power and authority, corporate and otherwise, to enter into this Agreement. Execution, delivery and consummation of this Agreement by Purchaser have been duly authorized by all necessary corporate action and do not require any consent or approval of any Person that has not been obtained. This Agreement constitutes the valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with the terms and conditions hereof.
Authorization and Binding Effect. Purchaser has full right, power, capacity and authority, corporate and otherwise, to enter into this Xxxx of Sale and all other obligations and agreements on the part of Purchaser entered into and to be entered into in connection herewith. The execution, delivery and consummation of this Xxxx of Sale and all obligations and agreements on the part of Seller entered into, and to be entered into, in connection herewith have been duly authorized by all necessary corporate action and do not require any consent or approval that has not been obtained of any person, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, governmental entity or any other individual or entity of any nature, kind or description whatsoever. This Xxxx of Sale, and the related schedules and exhibits, constitute the valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with the terms and conditions hereof.
Authorization and Binding Effect. The execution, delivery and performance of this Agreement by each of the Sellers has been approved by all requisite action and no other approval or authorization is required on the part of the Sellers or any other person by law or otherwise in order to make this Agreement a valid, binding and enforceable obligation of the Sellers. This Agreement is and will constitute a valid and legally binding obligation of each of the Sellers and will be enforceable against each of the Sellers in accordance with the terms hereof, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law).
