Authorization; Binding Nature of Agreement. Purchaser has all necessary power and authority to enter into and perform its obligations under this Agreement and the Promissory Note. The execution, delivery and performance of this Agreement and the Promissory Note on behalf of Purchaser have been duly authorized by all necessary action on the part of Purchaser and its officers, directors and shareholders. Assuming that this Agreement is a valid and binding obligation of each of the other parties hereto, (i) this Agreement is a valid and binding obligation of Purchaser, and (ii) the Promissory Note will be a valid and binding obligation of Purchaser as of the Closing Date.
Authorization; Binding Nature of Agreement. Corporation has all necessary power and authority to enter into and perform its obligations under this Agreement, and the execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of Corporation and its officers, directors and shareholders. No authorization, consent or approval of or filing with any governmental authority or any other person is required to be obtained or made by Corporation in connection with the execution, delivery or performance of this Agreement.
Authorization; Binding Nature of Agreement. Each of Purchaser and Parent has the absolute and unrestricted right, power and authority to perform its obligations under this Agreement and under each Purchaser Related Agreement to which it is a party. This Agreement and any Purchaser Related Agreement constitute the legal, valid and binding obligation of the Purchaser and Parent, as applicable, enforceable against the Purchaser in accordance with its terms.
Authorization; Binding Nature of Agreement. The Company and the Seller have all necessary power and authority to enter into and perform their obligations under this Agreement. The execution, delivery and performance of this Agreement by the Company and the Seller have been duly authorized by all necessary action on the part of the Company and its officers, directors and shareholders, and by the Seller. This Agreement is a valid and binding obligation of the Company and the Seller.
Authorization; Binding Nature of Agreement. The Purchaser has the absolute and unrestricted right, power and authority to perform its obligations under this Agreement and under each Purchaser Related Agreement to which it is a party, and the execution, delivery and performance by the Purchaser of this Agreement and the Purchaser Related Agreements have been duly authorized by all necessary action on the part of the Purchaser and its board of directors. This Agreement constitutes the legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms, subject to the Bankruptcy and Equity Exception. Upon the execution and delivery by or on behalf of the Purchaser of each Purchaser Related Agreement, such Purchaser Related Agreement will constitute the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to the Bankruptcy and Equity Exception.
Authorization; Binding Nature of Agreement. AremisSoft has all necessary power and authority to enter into and perform its obligations under this Agreement, and the execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of AremisSoft and its officers, directors and shareholders. No authorization, consent or approval of or filing with any governmental authority or any other person is required to be obtained or made by AremisSoft in connection with the execution, delivery or performance of this Agreement.
Authorization; Binding Nature of Agreement. The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of Company and its board of directors. This Agreement will constitute the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.
Authorization; Binding Nature of Agreement. The Purchaser has the absolute and unrestricted right, power and authority to perform its obligations under this Agreement and under each Purchaser Related Agreement to which it is a party, and the execution, delivery and performance by the Purchaser of this Agreement and the Purchaser Related Agreements have been duly authorized by all necessary action on the part of the Purchaser and its respective boards of directors. This Agreement constitutes the legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general principles of equity. Upon the execution and delivery by or on behalf of the Purchaser of each Purchaser Related Agreement, such Purchaser Related Agreement will constitute the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general principles of equity.
Authorization; Binding Nature of Agreement. The Purchaser has the right, power and authority to perform its obligations under this Agreement and under each Purchaser Related Agreement to which it is a party, and the execution, delivery and performance by the Purchaser of this Agreement and such Purchaser Related Agreements have been duly authorized by all necessary action on the part of the Purchaser and its board of directors. Assuming the due authorization, execution and delivery of this Agreement by the Company, each of the Shareholders and each member of the Shareholder Representative Committee, this Agreement constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to the Bankruptcy and Equity Exception. Upon the execution and delivery by or on behalf of the Purchaser of each Purchaser Related Agreement to which it is a party, such Purchaser Related Agreement will constitute the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to the Bankruptcy and Equity Exception, assuming, in the case of each such Purchase Related Agreement to which any of the Company, the Shareholders or any member of the Shareholder Representative Committee is also a party, the due authorization, execution and delivery thereof by such Person.
Authorization; Binding Nature of Agreement. Seller has all requisite ------------------------------------------ right, power and authority to enter into this Agreement and the other agreements, instruments and documents contemplated hereby to be executed and delivered by Seller in connection with the transactions contemplated by this Agreement and to perform its obligations hereunder and thereunder (such other agreements, instruments and documents are sometimes hereinafter referred individually as a "Seller's Instrument" or collectively as the "Seller's Instruments"). The execution and delivery of this Agreement and each of Seller's Instruments by Seller and the performance of its obligations hereunder and thereunder have been duly authorized by all necessary corporate action on the part of Seller. This Agreement has been duly and validly executed and delivered by Seller and is, and, each of Seller's Instruments to be executed and delivered by Seller, when executed and delivered, will be, legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, subject, as to enforceability, to applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, and by general equitable principles (regardless of whether enforcement is sought in a proceeding at law or in equity).
