Common use of Authorization; Execution and Validity Clause in Contracts

Authorization; Execution and Validity. The execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby to be consummated by it have been duly authorized by all necessary company action. This Agreement has been duly and validly executed and delivered by Buyer, constitutes a valid and binding obligation of Buyer and is enforceable against Buyer in accordance with its terms, except to the extent that the enforcement hereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, and (ii) general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law.

Appears in 2 contracts

Samples: Limited Partnership Interest Purchase Agreement (Entertainment Properties Trust), Consulting Agreement (Gateway Energy Corp/Ne)

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Authorization; Execution and Validity. (i) The execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby to be consummated by it have been duly authorized by all necessary company action. This Agreement has been duly and validly executed and delivered by Buyer, constitutes a valid and binding obligation of Buyer and is enforceable against Buyer in accordance with its terms, except to the extent that the enforcement hereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, and (ii) general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Adac Laboratories)

Authorization; Execution and Validity. (i) The execution, delivery and performance by Buyer Seller of this Agreement and the consummation by Buyer Seller of the transactions contemplated hereby to be consummated by it have been duly authorized by all necessary company action. This Agreement has been duly and validly executed and delivered by BuyerSeller, constitutes a valid and binding obligation of Buyer Seller and is enforceable against Buyer Seller in accordance with its terms, except to the extent that the enforcement hereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, and (ii) general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Adac Laboratories)

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Authorization; Execution and Validity. The execution, delivery and performance by Buyer and Parent of this Agreement and the consummation by Buyer and Parent of the transactions contemplated hereby to be consummated by it have been duly authorized by all necessary company action. This Agreement has been duly and validly executed and delivered by BuyerBuyer and Parent, constitutes a valid and binding obligation of Buyer and Parent and is enforceable against Buyer and Parent in accordance with its terms, except to the extent that the enforcement hereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, and (ii) general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law.

Appears in 1 contract

Samples: Asset Purchase Agreement (Gateway Energy Corp/Ne)

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