Common use of Authorization; Binding Obligation Clause in Contracts

Authorization; Binding Obligation. Buyer has all necessary corporate power and authority to execute and deliver this Agreement and each Related Agreement to which it is a party and each other instrument or document required to be executed and delivered by it pursuant to this Agreement or any such Related Agreement, to perform all of its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and each Related Agreement to which it is a party, the performance of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of Buyer and no other corporate proceedings on the part of Buyer are necessary to authorize this Agreement or any Related Agreement to which it is, or will become, a party or to consummate the transactions so contemplated herein and therein. This Agreement has been duly and validly executed and delivered by Buyer, and each Related Agreement to which Buyer is a party, when executed and delivered by Buyer, is or will be duly and validly executed and delivered by Buyer, and this Agreement constitutes, and each Related Agreement to which Buyer is or will become a party when executed and delivered by Buyer constitutes or will constitute, a legal, valid, and binding obligation of Buyer enforceable against Buyer in accordance with its respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally and (b) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Icad Inc)

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Authorization; Binding Obligation. Buyer 5.2.1. Subject to the fulfillment of all of the Conditions Precedent contained in Section ‎8.1, the Seller Group has all necessary corporate power and authority to execute and deliver this Agreement Agreement, and each Related Agreement to which it is a party and each other instrument or document Transaction Document required to be executed and delivered by it pursuant to this Agreement or any such Related Agreement, and to perform all of its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer Seller of this Agreement and each Related Agreement Transaction Document required to which be executed and delivered by it is a partypursuant to this Agreement, the performance of its obligations hereunder and thereunder thereunder, and the consummation by Buyer Seller of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized by all requisite required corporate action on the part of Buyer Seller, and no other corporate proceedings on the part of Buyer Seller are necessary to authorize this Agreement or any Related Agreement to which it is, such Transaction Document or will become, a party or on the part of Seller Group to consummate the transactions so contemplated herein and therein. This Agreement has been been, and each of the Transaction Documents required to be executed and delivered by it pursuant to this Agreement, when executed and delivered by Seller, will be, duly and validly executed and delivered by Buyer, and each Related Agreement to which Buyer is a party, when executed and delivered by Buyer, is or will be duly and validly executed and delivered by BuyerSeller, and this Agreement constitutes, and each Related Agreement to which Buyer is or will become a party such Transaction Document, when executed and delivered by Buyer constitutes or delivered, will constitute, a legal, valid, valid and binding obligation of Buyer Seller enforceable against Buyer Seller in accordance with its respective their terms. There is no outstanding Order binding on the Seller Group, except (a) as limited and Seller Group is not a party to or bound by applicable bankruptcyany agreement, insolvency, reorganization, moratorium restricting the transfer or sale of any of the Acquired Assets or the free and other Laws unhindered use of general application affecting enforcement of creditors’ rights generally and (b) as limited the Acquired Assets by Laws relating to the availability of specific performance, injunctive relief or other equitable remediesBuyer after the Closing.

Appears in 2 contracts

Samples: Asset Purchase Agreement (On Track Innovations LTD), Asset Purchase Agreement (SuperCom LTD)

Authorization; Binding Obligation. Subject to the fulfillment of all of the Conditions Precedent contained in Section ‎8.1, Buyer has all necessary corporate power and authority to execute and deliver this Agreement Agreement, and each Related Agreement to which it is a party and each other instrument or document Transaction Document required to be executed and delivered by it pursuant to this Agreement or any such Related Agreement, and to perform all of its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and each Related Agreement Transaction Document required to which be executed and delivered by it is a partypursuant to this Agreement, the performance of its obligations hereunder and thereunder thereunder, and the consummation by Buyer of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized by all requisite required corporate action on the part of Buyer Buyer, and no other corporate proceedings on the part of Buyer are necessary to authorize this Agreement or any Related Agreement to which it is, or will become, a party such Transaction Document or to consummate the transactions so contemplated herein and therein. This Agreement has been duly been, and validly each of the Transaction Documents required to be executed and delivered by Buyer, and each Related Agreement Buyer pursuant to which Buyer is a partythis Agreement, when executed and delivered by Buyerdelivered, is or will be be, duly and validly executed and delivered by Buyer, and this Agreement constitutes, and each Related Agreement to which Buyer is or will become a party such Transaction Document, when executed and delivered by Buyer constitutes or delivered, will constitute, a legal, valid, valid and binding obligation of Buyer Buyer, enforceable against Buyer it in accordance with its respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally and (b) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Appears in 2 contracts

Samples: Asset Purchase Agreement (On Track Innovations LTD), Asset Purchase Agreement (SuperCom LTD)

Authorization; Binding Obligation. Buyer has The Seller, and to the extent it is a party thereto, the Company, have all necessary requisite corporate power and authority to execute and deliver this Agreement and each Related Agreement to which it is a party and each other instrument or document required to be the Other Documents executed and delivered by it such parties pursuant hereto or in connection herewith, and to consummate the transactions contemplated hereby and thereby and to perform their obligations hereunder and thereunder. The execution and delivery of this Agreement and the Other Documents executed and delivered by the Seller and the Company pursuant hereto or in connection herewith, and the consummation of the transactions contemplated hereby and thereby by such parties, have been duly and validly authorized by the Boards of Directors of such parties, and no other corporate proceedings on the part of the Seller or the Company are necessary to authorize this Agreement or any the Other Documents executed and delivered by such Related Agreementparties pursuant hereto or in connection herewith, to perform all of its obligations hereunder and thereunder and or for such parties to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this This Agreement and each Related Agreement to which it is a party, the performance of its obligations hereunder Other Documents executed and thereunder delivered by the Seller and the consummation by Buyer of the transactions contemplated hereby and thereby Company pursuant hereto or in connection herewith have been duly authorized by all requisite action on the part of Buyer and no other corporate proceedings on the part of Buyer are necessary to authorize this Agreement or any Related Agreement to which it is, or will become, a party or to consummate the transactions so contemplated herein and therein. This Agreement has been duly and validly executed and delivered by Buyersuch parties and, assuming the due authorization, execution and each Related Agreement to which delivery by Niagara, the Buyer is a partyand any other party thereto, when executed and delivered by Buyer, is or will be duly and validly executed and delivered by Buyer, and this Agreement constitutes, and each Related Agreement to which Buyer is or will become a party when executed and delivered by Buyer constitutes or will constitute, a constitute legal, valid, valid and binding obligation obligations of Buyer the Seller and the Company, as the case may be, enforceable against Buyer such parties in accordance with its their respective terms. Except as and to the extent set forth on Schedule 2.4 of the Disclosure Schedule, except (a) as limited no power of attorney has been granted by applicable bankruptcy, insolvency, reorganization, moratorium the Seller or the Company and other Laws of general application affecting enforcement of creditors’ rights generally and (b) as limited by Laws is currently in force with respect to any matter relating to the availability of specific performanceCompany, injunctive relief the Shares, the Business or other equitable remediesthe Company's assets.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Quanex Corp), Stock Purchase Agreement (Niagara Corp)

Authorization; Binding Obligation. Buyer Seller has all necessary corporate power and authority to execute and deliver this Agreement and Agreement, each Related Agreement to which it is a party and each other instrument or document required to be executed and delivered by it pursuant to this Agreement or any such Related Agreement, and to perform all each of its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer Seller of this Agreement and each Related Agreement to which it is a partyAgreement, the performance of its obligations hereunder and thereunder thereunder, and the consummation by Buyer Seller of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized by all requisite action on the part of Buyer Seller and no other corporate proceedings on the Seller’s part of Buyer are necessary to authorize this Agreement or any Related Agreement to which it is, or will become, a party or to consummate the transactions so contemplated herein and therein. This Agreement has been duly and validly executed and delivered by BuyerSeller, and each Related Agreement to which Buyer is a partyAgreement, when executed and delivered by BuyerSeller, is or will be duly and validly executed and delivered by BuyerSeller, and this Agreement constitutes, and each Related Agreement to which Buyer is or will become a party when executed and delivered by Buyer constitutes or will constitute, a legal, valid, valid and binding obligation of Buyer Seller, enforceable against Buyer Seller in accordance with its respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Icad Inc)

Authorization; Binding Obligation. Buyer Subject to the fulfillment of all of the conditions precedent contained in Section 8.1, the Company has all necessary corporate power and authority to execute and deliver this Agreement Agreement, and each Related Agreement to which it is a party and each other instrument or document Transaction Document required to be executed and delivered by it pursuant to this Agreement or any such Related Agreement, and to perform all of its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer the Company of this Agreement and each Related Agreement Transaction Document required to which be executed and delivered by it is a partypursuant to this Agreement, the performance of its obligations hereunder and thereunder thereunder, and the consummation by Buyer the Company of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized by all requisite required corporate action on the part of Buyer the Company, and no other corporate proceedings on the part of Buyer the Company are necessary to authorize this Agreement or any Related Agreement to which it is, or will become, a party such Transaction Document or to consummate the transactions so contemplated herein and therein. This Agreement has been been, and each of the Transaction Documents required to be executed and delivered by it pursuant to this Agreement, when executed and delivered by the Company, will be, duly and validly executed and delivered by Buyer, and each Related Agreement to which Buyer is a party, when executed and delivered by Buyer, is or will be duly and validly executed and delivered by Buyerthe Company, and this Agreement constitutes, and each Related Agreement to which Buyer is or will become a party such Transaction Document, when executed and delivered by Buyer constitutes or delivered, will constitute, a legal, valid, valid and binding obligation of Buyer the Company enforceable against Buyer the Company in accordance with its respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally and (b) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Appears in 1 contract

Samples: Adjustment Escrow Agreement (Partner Communications Co LTD)

Authorization; Binding Obligation. Buyer Subject to the fulfillment of all of the conditions precedent contained in Section 8.1, Purchaser has all necessary corporate power and authority to execute and deliver this Agreement Agreement, and each Related Agreement to which it is a party and each other instrument or document Transaction Document required to be executed and delivered by it pursuant to this Agreement or any such Related Agreement, and to perform all of its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer Purchaser of this Agreement and each Related Agreement Transaction Document required to which be executed and delivered by it is a partypursuant to this Agreement, the performance of its obligations hereunder and thereunder thereunder, and the consummation by Buyer Purchaser of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized by all requisite required corporate action on the part of Buyer Purchaser, and no other corporate proceedings on the part of Buyer Purchaser are necessary to authorize this Agreement or any Related Agreement to which it is, or will become, a party such Transaction Document or to consummate the transactions so contemplated herein and therein. This Agreement has been been, and each of the Transaction Documents required to be executed and delivered by Purchaser pursuant to this Agreement, when executed and delivered, will be, duly and validly executed and delivered by Buyer, and each Related Agreement to which Buyer is a party, when executed and delivered by Buyer, is or will be duly and validly executed and delivered by BuyerPurchaser, and this Agreement constitutes, and each Related Agreement to which Buyer is or will become a party such Transaction Document, when executed and delivered by Buyer constitutes or delivered, will constitute, a legal, valid, valid and binding obligation of Buyer Purchaser, enforceable against Buyer it in accordance with its respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally and (b) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Appears in 1 contract

Samples: Adjustment Escrow Agreement (Partner Communications Co LTD)

Authorization; Binding Obligation. Buyer has all necessary corporate power and authority to execute and deliver this Agreement and each Related Agreement to which it is a party and each other instrument or document required to be executed and delivered by it pursuant to this Agreement or any such Related Agreement, to perform all of its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and each Related Agreement to which it is a party, the performance of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite action on the part of Buyer and no other corporate proceedings on the part of Buyer are necessary to authorize this Agreement or any Related Agreement to which it is, or will become, a party or to consummate the transactions so contemplated herein and therein. This Agreement has been duly and validly executed and delivered by Buyer, and each Related Agreement to which Buyer is a party, when executed and delivered by Buyer, is or will be duly and validly executed and delivered by Buyer, and this Agreement constitutes, and each Related Agreement to which Buyer is or will become a party when executed and delivered by Buyer constitutes or will constitute, a legal, valid, and binding obligation of Buyer enforceable against Buyer in accordance with its respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally and (b) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies.. 5.3

Appears in 1 contract

Samples: Purchase Agreement

Authorization; Binding Obligation. Buyer has all necessary corporate power and authority to execute and deliver this Agreement and each Related Agreement to which it is a party and each other instrument or document required to be executed and delivered by it pursuant to this Agreement or any such Related Agreement, to perform all of its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and each Related Agreement to which it is a party, the performance of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite action on the part of Buyer and no other corporate proceedings on the Buyer’s part of Buyer are necessary to authorize this Agreement or any Related Agreement to which it is, or will become, a party or to consummate the transactions so contemplated herein and therein. This Agreement has been duly and validly executed and delivered by Buyer, and each Related Agreement to which Buyer is a party, when executed and delivered by Buyer, Buyer is or will be duly and validly executed and delivered by Buyer, Buyer and this Agreement constitutes, and each Related Agreement to which Buyer is or will become a party when executed and delivered by Buyer constitutes or will constitute, a legal, valid, and binding obligation of Buyer enforceable against Buyer in accordance with its respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally and (b) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remediesEnforceability Exceptions.

Appears in 1 contract

Samples: Share Purchase Agreement (Quanterix Corp)

Authorization; Binding Obligation. Each of Parent and the Buyer has all necessary corporate power and authority to execute and deliver this Agreement and Agreement, each Related Agreement to which it Parent or the Buyer is a party and each other instrument or document required to be executed and delivered by it pursuant to this Agreement or any such Related Agreement, and to perform all of its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Parent and the Buyer of this Agreement and each Related Agreement to which it Parent or the Buyer is a party, the performance of its their respective obligations hereunder and thereunder thereunder, and the consummation by Parent and the Buyer of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized by all requisite action on the part of Parent and the Buyer and no other corporate proceedings on the part of Parent and the Buyer are necessary to authorize this Agreement or any Related Agreement to which it such Person is, or will become, a party or to consummate the transactions so contemplated herein and therein. This Agreement has been duly and validly executed and delivered by Parent and the Buyer, and each Related Agreement to which Parent or the Buyer is a party, when executed and delivered by Parent or the Buyer, is or will be duly and validly executed and delivered by Buyersuch Person, and this Agreement constitutes, and each Related Agreement to which Parent or the Buyer is or will become a party party, when executed and delivered by Parent or the Buyer constitutes or and each other party hereto and thereto, will constitute, a legal, valid, and binding obligation of Buyer Parent and the Buyer, enforceable against Buyer such Person in accordance with its their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally and (b) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remediesEnforceability Exceptions.

Appears in 1 contract

Samples: Stock Purchase Agreement (Rosetta Genomics Ltd.)

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Authorization; Binding Obligation. Buyer has all necessary corporate limited liability company power and authority to execute and deliver this Agreement and each Related Agreement to which it is a party and each other instrument or document required to be executed and delivered by it pursuant to this Agreement or any such Related Agreement, to perform all of its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and each Related Agreement to which it is a party, the performance of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite action on the part of Buyer and no other corporate proceedings on the part of Buyer are necessary to authorize this Agreement or any Related Agreement to which it is, or will become, a party or to consummate the transactions so contemplated herein and therein. This Agreement has been duly and validly executed and delivered by Buyer, and each Related Agreement to which Buyer is a party, when executed and delivered by Buyer, is or will be duly and validly executed and delivered by Buyer, and this Agreement constitutes, and each Related Agreement to which Buyer is or will become a party when executed and delivered by Buyer constitutes or will constitute, a legal, valid, and binding obligation of Buyer enforceable against Buyer in accordance with its respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally and (b) as limited by Laws relating to for the availability of specific performance, injunctive relief or other equitable remediesEnforceability Exceptions.

Appears in 1 contract

Samples: Asset Purchase Agreement (Digirad Corp)

Authorization; Binding Obligation. Buyer has all necessary corporate power and authority to execute and deliver this Agreement and each Related Agreement to which it is a party and each other instrument or document required to be executed and delivered by it pursuant to this Agreement or any such Related Agreement, to perform all of its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and each Related Agreement to which it is a party, the performance of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite action on the part of Buyer and no other corporate proceedings on the part of Buyer are necessary to authorize this Agreement or any Related Agreement to which it is, or will become, a party or to consummate the transactions so contemplated herein and therein. This Agreement has been duly and validly executed and delivered by Buyer, and each Related Agreement to which Buyer is a party, when executed and delivered by Buyer, is or will be duly and validly executed and delivered by Buyer, and this Agreement constitutes, and each Related Agreement to which Buyer is or will become a party when executed and delivered by Buyer constitutes or will constitute, a legal, valid, and binding obligation of Buyer enforceable against Buyer in accordance with its respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally and (b) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ballard Power Systems Inc.)

Authorization; Binding Obligation. Buyer Seller has all necessary corporate power and authority to execute and deliver this Agreement and Agreement, each Related Agreement to which it is a party and each other instrument or document required to be executed and delivered by it pursuant to this Agreement or any such Related Agreement, and to perform all each of its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer Seller of this Agreement and each Related Agreement to which it is a partyAgreement, the performance of its obligations hereunder and thereunder thereunder, and the consummation by Buyer Seller of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized by all requisite action on the part of Buyer Seller and no other corporate proceedings on the Seller’s part of Buyer are necessary to authorize this Agreement or any Related Agreement to which it is, or will become, a party or to consummate the transactions so contemplated herein and therein. This Agreement has been duly and validly executed and delivered by BuyerSeller, and each Related Agreement to which Buyer is a partyAgreement, when executed and delivered by BuyerSeller, is or will be duly and validly executed and delivered by BuyerSeller, and this Agreement constitutes, and each Related Agreement to which Buyer is or will become a party when executed and delivered by Buyer constitutes or will constitute, a legal, valid, valid and binding obligation of Buyer Seller, enforceable against Buyer Seller in accordance with its respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remediesremedies (collectively, the “Enforceability Exceptions”).

Appears in 1 contract

Samples: Asset Purchase Agreement (Digirad Corp)

Authorization; Binding Obligation. The Buyer and the Parent each has all necessary corporate power and authority to execute and deliver this Agreement and each Related Agreement to which it is a party and each other instrument or document required to be executed and delivered by it pursuant to this Agreement or any such Related Agreement, to perform all of its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Buyer and the Parent of this Agreement and each Related Agreement to which it is a party, the performance of its obligations hereunder and thereunder thereunder, and the consummation by the Buyer and the Parent of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite action on the part of the Buyer and the Parent, as applicable, and no other corporate proceedings on the part of the Buyer or the Parent are necessary to authorize this Agreement or any Related Agreement to which it is, or will become, a party or to consummate the transactions so contemplated herein and therein. This Agreement has been duly and validly executed and delivered by Buyerthe Buyer and the Parent, and each Related Agreement to which the Buyer or the Parent is a party, when executed and delivered by Buyer, is the Buyer or the Parent as applicable will be duly and validly executed and delivered by Buyer, the Buyer or the Parent and this Agreement constitutes, and each Related Agreement to which the Buyer or the Parent is or will become a party when executed and delivered by the Buyer constitutes or of the Parent will constitute, a legal, valid, and binding obligation of the Buyer or the Parent enforceable against Buyer in accordance with its their respective terms, except (ai) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally and and, (bii) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cardium Therapeutics, Inc.)

Authorization; Binding Obligation. Buyer Each Seller has all necessary corporate power and authority to execute and deliver this Agreement and Agreement, each Related Agreement Transaction Document to which it is a party and each other instrument or document required to be executed and delivered by it pursuant to this Agreement or any such Related AgreementTransaction Document, and to perform all of its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer each Seller of this Agreement and each Related Agreement Transaction Document to which it is a party, the performance of its respective obligations hereunder and thereunder thereunder, and the consummation by Buyer of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized by all requisite necessary action on the part of Buyer such Seller and no other corporate proceedings on the part of Buyer such Seller are necessary to authorize this Agreement or any Related Agreement Transaction Document to which it is, or will become, is a party or to consummate the transactions so contemplated herein and therein. This Agreement has been duly and validly executed and delivered by Buyerbeen, and each Related Agreement of the Transaction Documents to which Buyer either Seller is a party, when executed and delivered by Buyersuch Seller, is or will be be, duly and validly executed and delivered by Buyersuch Seller, and this Agreement constitutes, and each Related Agreement Transaction Document to which Buyer either Seller is or will become a party party, when executed and delivered by Buyer constitutes or such Seller, will constitute, a legal, valid, valid and binding obligation of Buyer such Seller enforceable against Buyer such Seller in accordance with its respective terms, except (a) as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws or similar laws relating to or affecting the rights of general application affecting enforcement of creditors’ rights creditors generally and by general equitable principles (b) as limited by Laws relating to the availability regardless of specific performance, injunctive relief whether such enforceability is considered in a proceeding in equity or other equitable remediesat law).

Appears in 1 contract

Samples: Asset Purchase Agreement (Artistdirect Inc)

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