Common use of Authorization and Binding Effect of Documents Clause in Contracts

Authorization and Binding Effect of Documents. Seller has all requisite power and authority to enter into this Agreement and, at Closing, shall have all requisite power and authority to enter into the other Documents to which it is to be a party and to consummate the transactions contemplated by this Agreement and such other Documents. The execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby, on the terms and subject to the conditions herein, have been duly authorized by all necessary action on the part of Seller and Seller’s equity holders. This Agreement has been, and each of the other Documents to which Seller is to be a party will be, duly executed and delivered by Seller at or prior to Closing. This Agreement constitutes (and each of the other Documents to which Seller is to be a party, when executed and delivered, will constitute) the valid and binding obligation of Seller enforceable against Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and to the exercise of judicial discretion in accordance with general principles of equity, whether applied by a court of law or of equity.

Appears in 4 contracts

Samples: Purchase and Sale Agreement (CNL Lifestyle Properties Inc), Purchase and Sale Agreement (CNL Lifestyle Properties Inc), Purchase and Sale Agreement (CNL Lifestyle Properties Inc)

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Authorization and Binding Effect of Documents. Seller has all requisite limited liability company power and authority to enter into this Agreement andAgreement, at Closing, shall have all requisite power and authority to enter into the other Documents to which it is to be a party and to consummate the transactions contemplated by this Agreement and such other Documents. The execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby, on the terms and subject to the conditions herein, have been duly authorized by all necessary action on the part of Seller and Seller’s equity holders. This Agreement has been, and each of the other Documents to which Seller is to be a party will be, duly executed and delivered by Seller at or prior to Closing. This Agreement constitutes (and each of the other Documents to which Seller is to be a party, when executed and delivered, will constitute) the valid and binding obligation of Seller enforceable against Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and to the exercise of judicial discretion in accordance with general principles of equity, whether applied by a court of law or of equity.

Appears in 1 contract

Samples: Purchase and Sale Agreement (CNL Growth Properties, Inc.)

Authorization and Binding Effect of Documents. (a) Seller has all requisite power and authority to enter into this Agreement and, at Closing, shall have all requisite power and authority to enter into the other Documents to which it is to be a party and to consummate the transactions contemplated by this Agreement and such other Documents. The execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby, on the terms and subject to the conditions herein, have been duly authorized by all necessary action on the part of Seller and Seller’s equity holders. This Agreement has been, and each of the other Documents to which Seller is to be a party will be, duly executed and delivered by Seller at or prior to Closing. . (b) This Agreement constitutes (and each of the other Documents to which Seller is to be a party, when executed and delivered, will constitute) the valid and binding obligation of Seller enforceable against Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and to the exercise of judicial discretion in accordance with general principles of equity, whether applied by a court of law or of equity.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Sunrise Senior Living Inc)

Authorization and Binding Effect of Documents. Seller has all requisite power Seller’s execution and authority to enter into this Agreement anddelivery of, at Closing, shall have all requisite power and authority to enter into the other Documents to which it is to be a party and to consummate the transactions contemplated by performance of its obligations under this Agreement and such each of the other Documents. The execution and delivery of this Agreement by Seller , and the consummation by Seller of the transactions contemplated hereby, on the terms hereby and subject to the conditions hereinthereby, have been duly authorized and approved by all necessary action on the part of Seller. Seller has the power and Seller’s equity holdersauthority 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 has and each of the other Documents have been, or at or prior to the Closing will be, duly executed by Seller. This Agreement and each of the other Documents to which be executed by Seller is have been, or at or prior to be a party the Closing will be, duly executed and delivered by Seller at or prior to ClosingSeller. This Agreement constitutes (and each of the other Documents to which Seller is to be a partyThe Documents, when executed and delivereddelivered by the parties hereto, will constitute) constitute the valid and legally binding obligation agreement of Seller Seller, enforceable against Seller in accordance with its their terms, subject to applicable except as may be limited by bankruptcy, insolvency, reorganization, moratorium and or other similar laws affecting the enforcement of creditors’ rights of creditors generally or remedies generally, and to the exercise of judicial discretion in accordance with except as may be limited by general principles of equity, equity (regardless of whether applied by such enforceability is sought in a court of law proceeding in equity or of equityat law).

Appears in 1 contract

Samples: Asset Exchange Agreement (Salem Communications Corp /De/)

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Authorization and Binding Effect of Documents. Seller has all requisite power Seller’s execution and authority to enter into this Agreement anddelivery of, at Closing, shall have all requisite power and authority to enter into the other Documents to which it is to be a party and to consummate the transactions contemplated by performance of its obligations under this Agreement and such each of the other Documents. The execution and delivery of this Agreement by Seller , and the consummation by Seller of the transactions contemplated hereby, on the terms hereby and subject to the conditions hereinthereby, have been duly authorized and approved by all necessary corporate action on the part of Seller. Seller has the power and Seller’s equity holdersauthority 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 has and each of the other Documents have been, or at or prior to the Closing will be, duly executed by Seller. This Agreement and each of the other Documents to which be executed by Seller is have been, or at or prior to be a party the Closing will be, duly executed and delivered by Seller at or prior to ClosingSeller. This Agreement constitutes (and each of the other Documents to which Seller is to be a partyThe Documents, when executed and delivereddelivered by the parties hereto, will constitute) constitute the valid and legally binding obligation agreement of Seller Seller, enforceable against Seller in accordance with its their terms, subject to applicable except as may be limited by bankruptcy, insolvency, reorganization, moratorium and or other similar laws affecting the enforcement of creditors’ rights of creditors generally or remedies generally, and to the exercise of judicial discretion in accordance with except as may be limited by general principles of equity, equity (regardless of whether applied by such enforceability is sought in a court of law proceeding in equity or of equityat law).

Appears in 1 contract

Samples: Asset Exchange Agreement (Salem Communications Corp /De/)

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