Common use of Authorization and Binding Obligation Clause in Contracts

Authorization and Binding Obligation. The execution, delivery and performance of this Agreement by each Seller have been duly authorized by all necessary corporate or other required action on the part of each Seller. This Agreement has been duly executed and delivered by each Seller and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and by judicial discretion in the enforcement of equitable remedies.

Appears in 5 contracts

Samples: Asset Purchase Agreement (Entercom Communications Corp), Asset Purchase Agreement (Sinclair Broadcast Group Inc), Asset Purchase Agreement (Entercom Communications Corp)

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Authorization and Binding Obligation. The execution, delivery delivery, and performance of this Agreement by each Seller have been duly authorized by all necessary corporate or other required action on the part of each Seller. This Agreement has been duly executed and delivered by each Seller and constitutes its the legal, valid valid, and binding obligationobligation of Seller, enforceable against it Seller in accordance with its terms except as the enforceability of this Agreement hereof may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and generally, or by judicial discretion in the enforcement of court-applied equitable remedies.

Appears in 5 contracts

Samples: Asset Purchase Agreement (American Radio Systems Corp /Ma/), Asset Purchase Agreement (American Radio Systems Corp /Ma/), Asset Purchase Agreement (American Radio Systems Corp /Ma/)

Authorization and Binding Obligation. The execution, delivery delivery, and performance of this Agreement by each Seller have been duly authorized by all necessary corporate or other required action actions on the part of each Seller. This Agreement has been duly executed and delivered by each Seller and constitutes its the legal, valid valid, and binding obligationobligation of Seller, enforceable against it in accordance with its terms except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally generally, and by judicial discretion in the enforcement of equitable remedies.

Appears in 5 contracts

Samples: Asset Purchase Agreement (Paxson Communications Corp), Option Agreement (Paxson Communications Corp), Option Agreement (Paxson Communications Corp)

Authorization and Binding Obligation. The executionSeller has the power and authority, delivery and performance of has taken all necessary and proper action to enter into and perform this Agreement by each Seller have been duly authorized by all necessary corporate or other required action on and to consummate the part of each Selleractions contemplated hereby. This Agreement has been duly authorized, executed and delivered by each Seller and, assuming the due authorization, execution and delivery of this Agreement by Buyer, constitutes its the legal, valid and binding obligation, obligation of Seller enforceable against it in accordance with its terms terms, except as the enforceability of this Agreement may be affected limited by bankruptcy, insolvency, or similar laws affecting the enforcement of creditors' rights generally and by judicial discretion in the enforcement of or equitable remediesprinciples generally.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Regent Communications Inc), Asset Purchase Agreement (Regent Communications Inc), Asset Purchase Agreement (Regent Communications Inc)

Authorization and Binding Obligation. The Seller has all necessary power and authority to enter into and perform this Agreement and the transactions contemplated hereby, and Seller's execution, delivery and performance of this Agreement by each Seller have has been duly and validly authorized by all necessary corporate or other required action on the part of each Sellerits part. This Agreement has been duly executed and delivered by each Seller and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms terms, except as the enforceability of this Agreement may be affected limited by bankruptcy, insolvency, or similar laws affecting the enforcement of creditors' rights generally and by judicial discretion in the enforcement of or equitable remediesprinciples generally.

Appears in 4 contracts

Samples: Option Agreement (Legacy Communications Corp), Option Agreement (Legacy Communications Corp), Asset Purchase Agreement (Acme Intermediate Holdings LLC)

Authorization and Binding Obligation. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by each Seller have been duly and validly authorized by all necessary corporate or other required action on the part of each Seller. This Agreement has been duly executed and delivered by each Seller and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms terms, except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, insolvency or similar laws affecting creditors' rights generally and by judicial discretion in the enforcement of equitable remedies.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Paxson Communications Corp), Asset Purchase Agreement (Ccci Capital Trust Iii), Asset Purchase Agreement (Ccci Capital Trust Iii)

Authorization and Binding Obligation. The execution, delivery delivery, and performance of this Agreement by each Seller have been duly authorized by all necessary corporate or other required action actions on the part of each SellerSeller and its shareholder. This Agreement has been duly executed and delivered by each Seller and constitutes its the legal, valid valid, and binding obligationobligation of Seller, enforceable against it in accordance with its terms terms, except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally generally, and by judicial discretion in the enforcement of equitable remedies.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Paxson Communications Corp), Asset Purchase Agreement (Paxson Communications Corp), Asset Purchase Agreement (Paxson Communications Corp)

Authorization and Binding Obligation. The execution, delivery delivery, and performance of this Agreement by each Seller have been duly authorized by all necessary corporate or other required action actions on the part of each SellerSeller and its shareholders. This Agreement has been duly executed and delivered by each Seller and constitutes its the legal, valid valid, and binding obligationobligations of each Seller, enforceable against it in accordance with its terms except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally generally, and by judicial discretion in the enforcement of equitable remedies.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Paxson Communications Corp), Asset Purchase Agreement (Paxson Communications Corp)

Authorization and Binding Obligation. The execution, delivery delivery, and performance of this Agreement by each Seller have been duly authorized by all necessary corporate or other required action on the part of each Seller. This Agreement has been duly executed and delivered by each Seller and constitutes its the legal, valid valid, and binding obligationobligation of Seller, enforceable against it Seller in accordance with its terms except as the enforceability of this Agreement hereof may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and generally, or by judicial discretion in the enforcement of equitable remedies.

Appears in 2 contracts

Samples: Asset Purchase Agreement (American Radio Systems Corp /Ma/), Asset Purchase Agreement (Paxson Communications Corp)

Authorization and Binding Obligation. The execution, delivery delivery, and performance of this Agreement by each Seller have has been duly authorized by all necessary corporate or other required action on the part of each Seller. This Agreement has been duly executed and delivered by each Seller and constitutes its the legal, valid valid, and binding obligationobligation of each Seller, enforceable against it each Seller in accordance with its terms terms, except as to the extent that the enforceability of this Agreement hereof may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and generally, or by judicial discretion in the enforcement of court-applied equitable remediesprinciples.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Ez Communications Inc /Va/), Asset Purchase Agreement (American Radio Systems Corp /Ma/)

Authorization and Binding Obligation. The execution, delivery Seller has all power and performance of authority to enter into and perform this Agreement by each Seller have been duly authorized by all necessary corporate or other required action on and the part of each Sellertransactions contemplated hereby. This Agreement has been duly executed and delivered by each the Seller, and this Agreement constitutes, and the other agreements to be executed by the Seller and constitutes its legalin connection herewith will constitute, the valid and binding obligationobligation of the Seller, enforceable against it in accordance with its terms their terms, except as the enforceability of this Agreement may be affected limited by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and by judicial discretion in the enforcement of equitable remediescreditor's rights.

Appears in 2 contracts

Samples: Stock Purchase Agreement (SFX Entertainment Inc), Stock Purchase Agreement (SFX Broadcasting Inc)

Authorization and Binding Obligation. The execution, delivery delivery, and performance of this Agreement by each Seller have been duly authorized by all necessary corporate or other required action actions, including stockholder approval if required, on the part of each Seller. This Agreement has been duly executed and delivered by each Seller and constitutes its the legal, valid valid, and binding obligationobligation of Seller, enforceable against it Seller in accordance with its terms except as the enforceability of this Agreement hereof may be affected by bankruptcy, insolvency, or similar laws law affecting creditors' rights generally and by judicial discretion in the enforcement of equitable remedies.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Deep Green Waste & Recycling, Inc.), Asset Purchase Agreement (Omnicity Corp.)

Authorization and Binding Obligation. The Seller has the corporate power and authority to enter into and perform this Agreement and the transactions contemplated hereby, and Seller's execution, delivery and performance of this Agreement by each Seller Agreement, and the transactions contemplated hereby have been duly and validly authorized by all necessary corporate or other required action on the part of each Sellerits part. This Agreement has been duly executed and delivered by each Seller and constitutes its legal, this Agreement and the agreements to be executed in connection herewith will constitute the valid and binding obligation, obligation of Seller enforceable against it in accordance with its terms their terms, except as the enforceability of this Agreement may be affected limited by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and by judicial discretion in the enforcement of creditor's rights or equitable remediesprinciples generally.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Triathlon Broadcasting Co), Asset Purchase Agreement (American Radio Systems Corp /Ma/)

Authorization and Binding Obligation. The execution, delivery and performance of this Agreement by each Seller have has been duly authorized by all necessary corporate or other required partnership action on the part of each Seller. This Agreement has been duly executed and delivered by each Seller and constitutes its the legal, valid and binding obligationobligation of Seller, enforceable against it Seller in accordance with its terms except as the enforceability of this Agreement hereof may be affected by bankruptcy, insolvency, insolvency or similar laws affecting creditors' rights generally and generally, or by judicial discretion in the enforcement of court-applied equitable remedies.

Appears in 2 contracts

Samples: Asset Purchase Agreement (American Radio Systems Corp /Ma/), Asset Purchase Agreement (American Radio Systems Corp /Ma/)

Authorization and Binding Obligation. The execution, delivery Seller has the power and performance of authority to enter into and perform this Agreement by each Seller have been duly authorized by all necessary corporate or other required action on and the part of each Sellertransactions contemplated hereby. This Agreement has been duly executed and delivered by each Seller the Seller, and constitutes its legalthis Agreement constitutes, and the other agreements to be executed in connection herewith will constitute, the valid and binding obligationobligation of the Seller, enforceable against it in accordance with its terms their terms, except as the enforceability of this Agreement may be affected limited by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and by judicial discretion in the enforcement of creditor's rights or equitable remediesprinciples generally.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Triathlon Broadcasting Co), Purchase and Sale Agreement (Triathlon Broadcasting Co)

Authorization and Binding Obligation. The Seller has all necessary power and authority to enter into and perform this Agreement and the transactions contemplated hereby, and Seller’s execution, delivery and performance of this Agreement by each Seller have has been duly and validly authorized by all necessary corporate or other required action on the part of each Sellerits part. This Agreement has been duly executed and delivered by each Seller and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms terms, except as the enforceability of this Agreement may be affected limited by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and by judicial discretion in the enforcement of creditors’ rights or equitable remediesprinciples generally.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Beasley Broadcast Group Inc), Asset Purchase Agreement (Legacy Communications Corp)

Authorization and Binding Obligation. The execution, delivery delivery, and performance of this Agreement by each Seller have been duly authorized by all necessary corporate or other required action actions on the part of each such Seller. This Agreement has been duly executed and delivered by each Seller and constitutes its the legal, valid valid, and binding obligationobligation of each Seller, enforceable against it in accordance with its terms except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally generally, and by judicial discretion in the enforcement of equitable remedies.

Appears in 1 contract

Samples: Asset Purchase Agreement (Paxson Communications Corp)

Authorization and Binding Obligation. The execution, delivery delivery, and performance by Seller of this Agreement by each Seller and the documents contemplated hereby have been duly authorized by all necessary corporate or other required action actions on the part of each Seller. This Agreement has been duly executed and delivered by each Seller and constitutes its the legal, valid valid, and binding obligationobligation of Seller, enforceable against it Seller in accordance with its terms terms, except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally generally, and by judicial discretion in the enforcement of equitable remedies.

Appears in 1 contract

Samples: Asset Purchase Agreement

Authorization and Binding Obligation. The execution, delivery delivery, and performance of this Agreement by each Seller have been duly authorized by all necessary corporate or other required partnership action on the part of each Seller. This Agreement has been duly executed and delivered by each Seller and constitutes its the legal, valid valid, and binding obligationobligation of Seller, enforceable against it Seller in accordance with its terms except as the enforceability of this Agreement hereof may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and fights generally, or by judicial discretion in the enforcement of court-applied equitable remedies.

Appears in 1 contract

Samples: Asset Purchase Agreement (American Radio Systems Corp /Ma/)

Authorization and Binding Obligation. The execution, delivery delivery, and performance of this Agreement by each Seller have been duly authorized by all necessary corporate or other required partnership action on the part of each Seller. This Agreement has been duly executed and delivered by each Seller and constitutes its the legal, valid valid, and binding obligationobligation of Seller, enforceable against it Seller in accordance with its terms except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally generally, and by judicial discretion in the enforcement of equitable remedies.

Appears in 1 contract

Samples: Asset Purchase Agreement (Spanish Broadcasting System Inc)

Authorization and Binding Obligation. The execution, delivery delivery, and ------------------------------------ performance of this Agreement by each Seller have been duly authorized by all necessary corporate or other required action on the part of each Seller. This Agreement has been duly executed and delivered by each Seller and constitutes its the legal, valid valid, and binding obligationobligation of Seller, enforceable against it Seller in accordance with its terms except as the enforceability of this Agreement hereof may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and generally, or by judicial discretion in the enforcement of court-applied equitable remedies.

Appears in 1 contract

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

Authorization and Binding Obligation. The execution, delivery delivery, and performance of this Agreement by each Seller have has been duly authorized by all necessary corporate or other required action actions on the part of each Seller. This Agreement has been duly executed and delivered by each Seller and, assuming the due execution and delivery hereof by Buyer, constitutes its the legal, valid valid, and binding obligationobligation of Seller, enforceable against it Seller in accordance with its terms except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally generally, and by judicial discretion in the enforcement of equitable remedies.

Appears in 1 contract

Samples: Asset Purchase Agreement (Paxson Communications Corp)

Authorization and Binding Obligation. The execution, delivery delivery, and performance of this Agreement by each the Seller have been duly authorized by all necessary corporate or other required action actions on the part of each Sellerthe Seller and its stockholders (if necessary). This Agreement has been duly executed and delivered by each the Seller and constitutes its the legal, valid and binding obligationobligation of the Seller, enforceable against it in accordance with its respective terms except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and generally, or by judicial discretion in the enforcement of court- applied equitable remedies.

Appears in 1 contract

Samples: Asset Purchase Agreement (Phillips Van Heusen Corp /De/)

Authorization and Binding Obligation. The execution, delivery and performance of this Agreement and the documents contemplated hereby by each Seller have been duly authorized by all necessary corporate or other required action on the part of each Seller. This Agreement has been duly executed and delivered by each Seller and constitutes its legal, valid valid, and binding obligation, enforceable against it in accordance with its terms terms, except as to the extent such enforceability of this Agreement may be affected limited by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and by judicial discretion in the enforcement of equitable remediesEnforceability Exceptions.

Appears in 1 contract

Samples: Purchase and Sale Agreement (FTD Companies, Inc.)

Authorization and Binding Obligation. The execution, delivery delivery, and performance of this Agreement by each Seller have been duly authorized by all necessary corporate or other required action on the part of each Seller. This Assuming the due authorization, execution and delivery of this Agreement has been duly executed and delivered by each Seller and Buyer, this Agreement constitutes its the legal, valid valid, and binding obligationobligation of Seller, enforceable against it in accordance with its terms terms, except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally generally, and by judicial discretion in the enforcement of equitable remedies.

Appears in 1 contract

Samples: Asset Purchase Agreement (American Radio Systems Corp /Ma/)

Authorization and Binding Obligation. The execution, delivery delivery, and performance of this Agreement by each Seller have been duly authorized by all necessary corporate or other required action actions, including stockholder approval if required, on the part of each Seller. This Agreement has been duly executed and delivered by each Seller and constitutes its the legal, valid valid, and binding obligationobligation of Seller, enforceable against it Seller in accordance with its terms except as the enforceability of this Agreement hereof may be affected by bankruptcy, insolvency, or similar laws law affecting creditors' rights generally and by judicial discretion in the enforcement of equitable remedies.

Appears in 1 contract

Samples: Asset Purchase Agreement (Omnicity Corp.)

Authorization and Binding Obligation. The execution, delivery delivery, and performance of this Agreement by each Seller have been duly authorized by all necessary corporate or other required action actions on the part of each Seller. This Agreement has been duly executed and delivered by each Seller and constitutes its the legal, valid valid, and binding obligationobligation of Seller and Fant, enforceable xxforceable against it in Seller and Fant xx accordance with its terms except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and by judicial discretion in the enforcement of equitable remedies.

Appears in 1 contract

Samples: Asset Purchase Agreement (Paxson Communications Corp)

Authorization and Binding Obligation. The execution, delivery delivery, and performance of this Agreement by each Seller have been duly authorized by all necessary corporate or other required action actions on the part of each Seller. This Agreement has been duly executed and delivered by each Seller and constitutes its the legal, valid valid, and binding obligationobligation of Seller, enforceable against it in accordance with its terms except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally generally, and by judicial discretion in the enforcement of equitable remedies.

Appears in 1 contract

Samples: Asset Purchase Agreement (Paxson Communications Corp)

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Authorization and Binding Obligation. The execution, delivery delivery, and performance of this Agreement by each Seller have been duly authorized by all necessary corporate or other required action actions on the part of each SellerSeller and its shareholders. This Agreement has been duly executed and delivered by each Seller and constitutes its the legal, valid valid, and binding obligationobligations of Seller, enforceable against it in accordance with its terms except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and by judicial discretion in the enforcement of equitable remedies.

Appears in 1 contract

Samples: Asset Purchase Agreement (STC Broadcasting Inc)

Authorization and Binding Obligation. The executionSeller has the corporate ------------------------------------ power and authority, delivery and performance of has taken all necessary and proper corporate action to enter into and perform this Agreement by each Seller have been duly authorized by all necessary corporate or other required action on and to consummate the part of each Selleractions contemplated hereby. This Agreement has been duly authorized, executed and delivered by each Seller and, assuming the due authorization, execution and delivery of this Agreement by Buyers, constitutes its the legal, valid and binding obligation, obligation of Seller enforceable against it in accordance with its terms terms, except as the enforceability of this Agreement may be affected limited by bankruptcy, insolvency, or similar laws affecting the enforcement of creditors' rights generally and by judicial discretion in the enforcement of or equitable remediesprinciples generally.

Appears in 1 contract

Samples: Asset Purchase Agreement (Nm Licensing LLC)

Authorization and Binding Obligation. The execution, delivery delivery, and performance of this Agreement by each Seller have been duly authorized by all necessary corporate or other required partnership action on the part of each Seller. This Agreement has been duly executed and delivered by each Seller and constitutes its the legal, valid valid, and binding obligationobligation of Seller, enforceable against it Seller in accordance with its terms except as the enforceability of this Agreement hereof may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and generally, or by judicial discretion in the enforcement of court-applied equitable remedies.

Appears in 1 contract

Samples: Asset Purchase Agreement (American Radio Systems Corp /Ma/)

Authorization and Binding Obligation. The execution, delivery delivery, and performance of this Agreement by each Seller have been duly authorized by all necessary corporate or other required action actions on the part of each SellerSeller and its shareholders. This Agreement has been duly executed and delivered by each Seller and constitutes its the legal, valid valid, and binding obligationobligation of Seller, enforceable against it in accordance with its terms terms, except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally generally, and by judicial discretion in the enforcement of equitable remedies.

Appears in 1 contract

Samples: Asset Purchase Agreement (American Radio Systems Corp /Ma/)

Authorization and Binding Obligation. The execution, delivery delivery, and performance of this Agreement by each Seller have been duly authorized by all necessary corporate or other required action actions on the part of each Seller. This Agreement has been duly executed and delivered by each Seller and constitutes its the legal, valid valid, and binding obligationobligation of Seller, enforceable against it Seller in accordance with its terms terms, except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and by judicial discretion in the enforcement of equitable remedies.

Appears in 1 contract

Samples: Asset Purchase Agreement (Equity Media Holdings CORP)

Authorization and Binding Obligation. The execution, delivery Seller has all power and performance of authority to enter into and perform this Agreement by each Seller have been duly authorized by all necessary corporate or other required action on and the part of each Sellertransactions contemplated hereby. This Agreement has been duly executed and delivered by each the Seller, and this Agreement constitutes, and the other agreements to be executed by the Seller and constitutes its legalin connection herewith will constitute, the valid and binding obligationobligation of the Seller, enforceable against it in accordance with its terms their terms, except as the enforceability of this Agreement may be affected limited by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and by judicial discretion in the enforcement of equitable remediescreditor’s rights.

Appears in 1 contract

Samples: Merger Agreement (Virtualfund Com Inc)

Authorization and Binding Obligation. The execution, delivery delivery, and performance of this Agreement by each Seller have been duly authorized by all necessary corporate or other required action actions on the part of each SellerSeller and its members. This Agreement has been duly executed and delivered by each Seller and constitutes its the legal, valid valid, and binding obligationobligation of Seller, enforceable against it in accordance with its terms except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally generally, and by judicial discretion in the enforcement of equitable remedies.

Appears in 1 contract

Samples: Asset Purchase Agreement (Paxson Communications Corp)

Authorization and Binding Obligation. The execution, delivery delivery, and performance of this Agreement by each Seller have been duly authorized by all necessary corporate or other required action actions on the part of each such Seller. This Agreement has been duly executed and delivered by each Seller and constitutes its the legal, valid valid, and binding obligationobligation of each Seller, enforceable against it in accordance with its terms except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' creditors rights generally and by judicial discretion in the enforcement of equitable remedies.

Appears in 1 contract

Samples: Asset and Stock Purchase Agreement (Paxson Communications Corp)

Authorization and Binding Obligation. The execution, delivery delivery, and performance of this Agreement by each Seller have has been duly authorized by all necessary corporate or other required action actions on the part of each Seller. This Agreement has been duly executed and delivered by each Seller and constitutes its constitute the legal, valid valid, and binding obligationobligations of Seller, enforceable against it in accordance with its their respective terms except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally generally, and by judicial discretion in the enforcement of equitable remedies.

Appears in 1 contract

Samples: Asset Purchase Agreement (Paxson Communications Corp)

Authorization and Binding Obligation. The execution, delivery and performance of this Agreement by each Seller and the Company have been duly authorized by all necessary corporate or other required action on the part of each SellerSeller and the Company. This Agreement has been duly executed and delivered by each Seller and the Company and constitutes its the legal, valid valid, and binding obligationobligation of each of them, enforceable against it each of them in accordance with its terms except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and by judicial discretion in the enforcement of equitable remedies.

Appears in 1 contract

Samples: Partnership Interest Purchase Agreement (Paxson Communications Corp)

Authorization and Binding Obligation. The executionSeller has the corporate power and authority, delivery and performance of has taken all necessary and proper corporate action to enter into and perform this Agreement by each Seller have been duly authorized by all necessary corporate or other required action on and to consummate the part of each Selleractions contemplated hereby. This Agreement has been duly authorized, executed and delivered by each Seller and, assuming the due authorization, execution and delivery of this Agreement by Buyers, constitutes its the legal, valid and binding obligation, obligation of Seller enforceable against it in accordance with its terms terms, except as the enforceability of this Agreement may be affected limited by bankruptcy, insolvency, or similar laws affecting the enforcement of creditors' rights generally and by judicial discretion in the enforcement of or equitable remediesprinciples generally.

Appears in 1 contract

Samples: Asset Purchase Agreement (Regent Communications Inc)

Authorization and Binding Obligation. The execution, delivery delivery, and performance of this Agreement by each Seller have has been duly authorized by all necessary corporate or other required action on the part of each Seller. This Agreement has been duly executed and delivered by each Seller and constitutes its the legal, valid valid, and binding obligationobligations of such Seller, enforceable against it such Seller in accordance with its terms except as the enforceability of this Agreement hereof may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and generally, or by judicial discretion in the enforcement of court-applied equitable remedies.

Appears in 1 contract

Samples: Asset Purchase Agreement (Getty Realty Corp /Md/)

Authorization and Binding Obligation. The execution, delivery delivery, and performance of this Agreement by each Seller have been duly authorized by all necessary corporate or other required action actions on the part of each such Seller. This Agreement has been duly executed and delivered by each Seller and constitutes its the legal, valid valid, and binding obligationobligation of each Seller, enforceable against it in accordance with its terms except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally generally, and by judicial discretion in the enforcement of equitable remedies.

Appears in 1 contract

Samples: Asset Purchase Agreement (Paxson Communications Corp)

Authorization and Binding Obligation. The execution, delivery delivery, and performance of this Agreement by each Seller have been duly authorized by all necessary corporate or other required action actions on the part of each SellerSeller and its partners. This Agreement has been duly executed and delivered by each Seller and constitutes its the legal, valid valid, and binding obligationobligations of Seller, enforceable against it in accordance with its terms except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally generally, and by judicial discretion in the enforcement of equitable remedies.

Appears in 1 contract

Samples: Option Agreement (Paxson Communications Corp)

Authorization and Binding Obligation. The execution, delivery delivery, and performance of this Agreement by each Seller have been duly authorized by all necessary corporate or other required action on the part of each Seller. This Agreement has been duly executed and delivered by each Seller and constitutes its legal, valid valid, and binding obligation, enforceable against it in accordance with its terms terms, except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and by judicial discretion in the enforcement of equitable remedies.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sinclair Broadcast Group Inc)

Authorization and Binding Obligation. The execution, delivery delivery, and performance of this Agreement by each Seller have been duly authorized by all necessary corporate or other required action partnership actions on the part of each Seller. This Agreement has been duly executed and delivered by each Seller and constitutes its the legal, valid valid, and binding obligationobligation of Seller, enforceable against it in accordance with its terms except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally generally, and by judicial discretion in the enforcement of equitable remedies.

Appears in 1 contract

Samples: Asset Purchase Agreement (Paxson Communications Corp)

Authorization and Binding Obligation. The execution, delivery and performance of this Agreement by each Seller have been duly authorized by all necessary corporate or other required action on the part of each Seller. This Agreement has been duly executed and delivered by each Seller and constitutes its a legal, valid valid, and binding obligationobligation of Seller, enforceable against it Seller in accordance with its terms except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and by judicial discretion in the enforcement of equitable remedies.

Appears in 1 contract

Samples: Option Purchase Agreement (Paxson Communications Corp)

Authorization and Binding Obligation. The execution, delivery delivery, and performance of this Agreement by each Seller have been duly authorized by all necessary corporate or other required action on the part of each Seller. This Agreement has been duly executed and delivered by each Seller and constitutes its the legal, valid valid, and binding obligationobligation of Seller, enforceable against it Seller in accordance with its terms except as the enforceability of this Agreement hereof may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and generally, or by judicial discretion in the enforcement of court-applied equitable remedies.

Appears in 1 contract

Samples: Asset Purchase Agreement (American Radio Systems Corp /Ma/)

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