Common use of Authorization and Effect of Agreement Clause in Contracts

Authorization and Effect of Agreement. Buyer has the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements, to carry on the Business as presently conducted and to fulfill all other obligations of Buyer under this Agreement and the Ancillary Agreements. The execution and delivery by Buyer of this Agreement and the Ancillary Agreements, and the fulfillment by it of its obligations under this Agreement and the Ancillary Agreements have been duly authorized by all necessary corporate action on the part of Buyer. Buyer has the requisite legal capacity to purchase, own and hold the Purchased Property upon the consummation of the sale of the Purchased Property. This Agreement and the Ancillary Agreements have been duly executed and delivered by Buyer and, assuming the due execution and delivery of this Agreement and the Ancillary Agreements by Seller, constitute valid and binding obligations of Buyer enforceable in accordance with their terms subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and subject to the exercise of judicial discretion in accordance with principles of equity.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Citizens Utilities Co), Asset Purchase Agreement (Centurytel Inc), Asset Purchase Agreement (Citizens Utilities Co)

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Authorization and Effect of Agreement. Buyer has the requisite corporate limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements, to carry on the Business as presently conducted and to fulfill all other obligations of Buyer under this Agreement and the Ancillary Agreements. The execution and delivery by Buyer of this Agreement and the Ancillary Agreements, and the fulfillment by it of its obligations under this Agreement and the Ancillary Agreements have been duly authorized by all necessary corporate limited liability company action on the part of Buyer. Buyer has the requisite legal capacity to purchase, own and hold the Purchased Property upon the consummation of the sale of the Purchased Property. This Agreement and the Ancillary Agreements have been duly executed and delivered by Buyer and, assuming the due execution and delivery of this Agreement and the Ancillary Agreements by Seller, constitute valid and binding obligations of Buyer enforceable in accordance with their terms subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and subject to the exercise of judicial discretion in accordance with principles of equity.

Appears in 1 contract

Samples: Asset Purchase Agreement (Centurytel Inc)

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Authorization and Effect of Agreement. Buyer Seller has the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements, to carry on the Business as presently conducted Agreements and to fulfill all other perform its obligations of Buyer under this Agreement hereunder and the Ancillary Agreementsthereunder. The execution and delivery by Buyer Seller of this Agreement and the Ancillary Agreements, Agreements and the fulfillment by it of its obligations under this Agreement and the Ancillary Agreements have been duly authorized by all necessary corporate action on the part of Buyer. Buyer has Seller and, to the requisite legal capacity to purchaseextent required by Law, own and hold any entity that controls the Purchased Property upon the consummation of the sale of the Purchased PropertySeller. This Agreement and the Ancillary Agreements have been or will be duly executed and delivered by Buyer Seller and, assuming the due execution and delivery of this Agreement and the Ancillary Agreements by SellerBuyer, constitute valid and binding obligations of Buyer Seller enforceable in accordance with their its terms subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and subject to the exercise of judicial discretion in accordance with principles of equity.

Appears in 1 contract

Samples: Asset Purchase Agreement (Centurytel Inc)

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