Authorization and Binding Effect of Documents. The execution and ---------------------------------------------- delivery of, and the performance of its obligations under, this Agreement and each of the other Documents by Seller, and the consummation by Seller of the transactions contemplated hereby and thereby, have been duly authorized and approved by all necessary corporate action on the part of Seller. Seller has the power and authority to execute, deliver and perform its obligations under this Agreement and each of the other Documents and to consummate the transactions hereby and thereby contemplated. This Agreement and each of the other Documents have been, or at or prior to the Closing will be, duly executed by Seller. This Agreement constitutes (and each of the other Documents, when so executed and delivered, will constitute) legal and valid obligations of Seller enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights or remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
Appears in 2 contracts
Samples: Escrow Agreement (Salem Communications Corp /De/), Escrow Agreement (Salem Communications Corp /De/)
Authorization and Binding Effect of Documents. The execution and ---------------------------------------------- delivery of, and the performance of its obligations under, this This Agreement and --------------------------------------------- each of the other Documents by Seller, and the consummation by Seller of the transactions contemplated hereby and thereby, have been duly authorized and approved by all necessary corporate action on the part of Seller, and have been, or at or prior to the Closing will be, duly executed and delivered by Seller and is, or at or prior to the Closing will be, the legal, valid and binding obligation of Seller enforceable in accordance with their respective terms. As of the Closing Date, Seller has will have the power absolute and unrestricted right, power, authority and capacity to execute, execute and deliver this Agreement and to perform its obligations under this Agreement hereunder and each of the other Documents and to consummate the transactions hereby and thereby contemplated. This Agreement and each of the other Documents have been, or at or prior to the Closing will be, duly executed by Seller. This Agreement constitutes (and each of the other Documents, when so executed and delivered, will constitute) legal and valid obligations of Seller Seller, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights or remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
Appears in 1 contract
Authorization and Binding Effect of Documents. The execution and ---------------------------------------------- delivery of, and the performance of its obligations under, this Agreement and each of the other Documents by Seller, and the consummation by Seller of the transactions contemplated hereby and thereby, have been duly authorized and approved by all necessary corporate action on the part of Seller. Seller has the power and authority to execute, deliver and perform its obligations under this Agreement and each of the other Documents and to consummate the transactions hereby and thereby contemplated. This Agreement and each of the other Documents have been, or at or prior to the Closing will be, duly executed by Seller. This Agreement constitutes (and each of the other Documents, when so executed and delivered, will constitute) legal and valid obligations of Seller enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights or remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
Appears in 1 contract
Samples: Asset Purchase Agreement (Salem Communications Corp /De/)
Authorization and Binding Effect of Documents. The execution and ---------------------------------------------- delivery of, and the performance of its obligations under, this Agreement and each of the other Documents by SellerBuyer, and the consummation by Seller Buyer of the transactions contemplated hereby and thereby, have been duly authorized and approved by all necessary corporate action on the part of SellerBuyer. Seller Buyer has the power and authority to execute, deliver and perform its obligations under this Agreement and each of the other Documents and to consummate the transactions hereby and thereby contemplated. This Agreement and each of the other Documents have been, or at or prior to the Closing will be, duly executed by SellerBuyer. This Agreement constitutes (and each of the other Documents, when so executed and delivered, will constitute) legal and valid obligations of Seller Buyer enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights or remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
Appears in 1 contract
Authorization and Binding Effect of Documents. The execution and ---------------------------------------------- delivery of, and the performance of its their obligations under, this Agreement and each of the other Documents by SellerSellers, and the consummation by Seller Sellers of the transactions contemplated hereby and thereby, have been duly authorized and approved by all necessary corporate action on the part of SellerSellers' members. Seller has Sellers have the power and authority to execute, deliver and perform its their obligations under this Agreement and each of the other Documents and to consummate the transactions hereby and thereby contemplated. This Agreement and each of the other Documents have been, or at or prior to the Closing will be, duly executed by SellerSellers. This Agreement constitutes (and each of the other Documents, when so executed and delivered, will constitute) legal and valid obligations of Seller Sellers enforceable against it them in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights or remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
Appears in 1 contract
Samples: Asset Purchase Agreement (Salem Communications Corp /De/)
Authorization and Binding Effect of Documents. The execution and ---------------------------------------------- delivery of, and the performance of its obligations under, this Agreement and each of the other Documents by Seller, and the consummation by Seller of the transactions contemplated hereby and thereby, have been duly authorized and approved by all necessary corporate action on the part of Seller. Seller has the corporate power and authority to execute, deliver and perform its obligations under this Agreement and each of the other Documents and to consummate the transactions hereby and thereby contemplated. This Agreement and each of the other Documents have been, or at or prior to the Closing will be, duly executed by Seller. This Agreement constitutes (and each of the other Documents, when so executed and delivered, will constitute) legal and valid obligations of Seller enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights or remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
Appears in 1 contract
Samples: Asset Purchase Agreement (Salem Communications Corp /De/)
Authorization and Binding Effect of Documents. The execution and ---------------------------------------------- delivery of, and the performance of its obligations under, this Agreement and each of the other Documents by Seller, and the consummation by Seller of the transactions contemplated hereby and thereby, have been duly authorized and approved by all necessary corporate action on the part of Seller. Seller has the power and authority to execute, deliver and perform its obligations under this Agreement and each of the other Documents and to consummate the transactions hereby and thereby contemplated. This Agreement and each of the other Documents have been, or at or prior to the Closing will be, duly executed by Seller. This Agreement constitutes (and each of the other Documents, when so executed and delivered, will constitute) legal and valid obligations of Seller enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights or remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
Appears in 1 contract
Samples: Asset Purchase Agreement (Childrens Broadcasting Corp)
Authorization and Binding Effect of Documents. The Seller's execution and ---------------------------------------------- delivery of, and the performance of its obligations under, this Agreement and each of the other Documents by SellerDocuments, and the consummation by Seller of the transactions contemplated hereby and thereby, have been duly authorized and approved by all necessary corporate action on the part of Seller. Seller has the power and authority to execute, deliver and perform its obligations under this Agreement and each of the other Documents and to consummate the transactions hereby and thereby contemplated. This Agreement and each of the other Documents have been, or at or prior to the Closing will be, duly executed by Seller. This Agreement constitutes (and each of the other The Documents, when so executed and delivereddelivered by the parties hereto, will constitute) constitute legal and valid obligations of Seller enforceable against it in accordance with its their terms, subject to applicable except as may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights or remedies generally, and subject, except as to enforceability, to may be limited by general principles of equity (regardless of whether enforcement enforceability is sought in a proceeding in equity or at law).
Appears in 1 contract
Samples: Asset Purchase Agreement (Salem Communications Corp /De/)
Authorization and Binding Effect of Documents. The execution and ---------------------------------------------- --------------------------------------------- delivery of, and the performance of its obligations under, this Agreement and each of the other Documents by Seller, and the consummation by Seller of the transactions contemplated hereby and thereby, have been duly authorized and approved by all necessary corporate action on the part of Seller. Seller has the power and authority to execute, deliver and perform its obligations under this Agreement and each of the other Documents and to consummate the transactions hereby and thereby contemplated. This Agreement and each of the other Documents have been, or at or prior to the Closing will be, duly executed by Seller. This Agreement constitutes (and each of the other Documents, when so executed and delivered, will constitute) legal and valid obligations of Seller enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights or remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
Appears in 1 contract
Samples: Asset Purchase Agreement (Salem Communications Corp /De/)