Authorization and Binding Obligations. The execution, delivery and performance by Seller of this Agreement and the agreements, exhibits and other documents to be executed and delivered by Seller pursuant hereto or in connection herewith have been duly and validly authorized and, upon execution thereof, will be duly executed and delivered by Seller, and constitute the valid and binding agreement of Seller enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other laws relating to or affecting creditors' rights generally and the exercise of judicial discretion in accordance with general equitable principles.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Granite Broadcasting Corp), Stock Purchase Agreement (Granite Broadcasting Corp)
Authorization and Binding Obligations. Sellers have all requisite power to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by Seller of this Agreement and the agreements, exhibits and other documents to be executed and delivered by Seller pursuant hereto or in connection herewith Sellers have been duly and validly authorized and, upon execution thereof, will be by all necessary corporate action. This Agreement has been duly executed and delivered by Seller, Sellers and constitute the constitutes a valid and binding agreement of Seller Sellers enforceable against each in accordance with its terms, except as such its enforceability may be limited by bankruptcy, insolvency, moratorium or other laws Laws relating to or affecting creditors' rights generally and the exercise of judicial discretion in accordance with general equitable principles.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Centennial Communications Corp /De), Asset Purchase Agreement (Western Wireless Corp)
Authorization and Binding Obligations. The execution, delivery and performance by each Seller of this Agreement and the agreements, exhibits and other documents to be executed and delivered by Seller pursuant hereto or in connection herewith have been duly and validly authorized andby all necessary action, upon execution thereof, will be including approval of the entire transaction by the unanimous vote of the board of directors and shareholders of such Seller. This Agreement has been duly executed and delivered by Sellereach Seller and constitutes a legal, and constitute the valid and binding agreement of Seller such Seller, enforceable in accordance with its terms, except as such its enforceability may be limited by bankruptcy, insolvency, moratorium or other laws relating to or affecting creditors' β rights generally and the exercise of judicial discretion in accordance with general equitable principles.
Appears in 1 contract
Samples: Asset Purchase Agreement (G Iii Apparel Group LTD /De/)
Authorization and Binding Obligations. The execution, delivery and performance by each Seller of this Agreement are within the corporate powers of such Seller and the agreements, exhibits and other documents to be executed and delivered by Seller pursuant hereto or in connection herewith have been duly and validly authorized and, upon execution thereof, will be by all necessary corporate action on the part of such Seller. This Agreement has been duly executed and delivered by Seller, each Seller and constitute the constitutes a valid and binding agreement of each Seller enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other laws relating to or affecting creditors' creditors rights generally and the exercise of judicial discretion in accordance with general equitable principles.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Granite Broadcasting Corp)