Common use of Authorization; Valid and Binding Agreement Clause in Contracts

Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Buyer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action on the part of Buyer, and no other proceedings on Buyer’s part are necessary to authorize the execution, delivery or performance of this Agreement. Assuming that this Agreement is a valid and binding obligation of Seller and the Company, this Agreement constitutes a valid and binding obligation of Buyer, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium laws, other similar laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Appears in 3 contracts

Samples: Stock Purchase Agreement, Membership Interest Purchase Agreement (Smart Sand, Inc.), Stock Purchase Agreement (Thermon Holding Corp.)

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Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Buyer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action on the part of Buyer, and no other proceedings on Buyer’s 's part are necessary to authorize the execution, delivery or performance of this Agreement. Assuming that this Agreement is a valid and binding obligation of Seller and the CompanyH&H Group, this Agreement constitutes a valid and binding obligation of Buyer, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium lawsbankruptcy Laws, other similar laws Laws affecting creditors' rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Steel Partners Holdings L.P.), Stock Purchase Agreement (Rogers Corp), Stock Purchase Agreement (Handy & Harman Ltd.)

Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Buyer the Company and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action on the part of Buyerthe Company, and no other proceedings on Buyerthe Company’s part are necessary to authorize the execution, delivery or performance of this Agreement. Assuming that this Agreement is a valid and binding obligation of Seller Buyer and the CompanyParent, this Agreement constitutes a valid and binding obligation of Buyerthe Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium lawsbankruptcy Laws, other similar laws Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Appears in 2 contracts

Samples: Merger Agreement (Heckmann Corp), Stock Purchase Agreement (Heckmann Corp)

Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Buyer and Parent and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action on the part of BuyerBuyer and Parent, and no other proceedings on Buyer’s or Parent’s part are necessary to authorize the execution, delivery or performance of this Agreement. Assuming that this Agreement is a valid and binding obligation of Seller and the Company, this Agreement constitutes a valid and binding obligation of BuyerBuyer and Parent, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium lawsbankruptcy Laws, other similar laws Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Appears in 2 contracts

Samples: Merger Agreement (Heckmann Corp), Stock Purchase Agreement (Heckmann Corp)

Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Buyer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action on the part of Buyercorporate action, and no other corporate proceedings on Buyer’s its part are necessary to authorize the execution, delivery or performance of this Agreement. Assuming that this This Agreement is a valid has been duly executed and binding obligation of Seller delivered by Buyer and assuming the Companydue authorization, this Agreement execution and delivery by the other Parties constitutes a legal, valid and binding obligation of Buyer, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium lawsbankruptcy Laws, other similar laws Laws affecting creditors’ rights and general principles of equity affecting effecting the availability of specific performance and other equitable remedies.

Appears in 2 contracts

Samples: Securities Purchase Agreement, Securities Purchase Agreement (Vca Antech Inc)

Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Buyer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action on the part of Buyeraction, and no other proceedings on Buyer’s its part are necessary to authorize the execution, delivery or performance of this Agreement. Assuming that this This Agreement is a valid has been duly executed and binding obligation of Seller delivered by Buyer and assuming the Companydue authorization, this Agreement execution and delivery by the other Parties hereto constitutes a legal, valid and binding obligation of Buyer, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium bankruptcy laws, other similar laws affecting creditors' rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Appears in 1 contract

Samples: Stock Purchase Agreement (UGS PLM Solutions Asia/Pacific INC)

Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Buyer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action on the part of Buyeraction, and no other proceedings on Buyer’s its part are necessary to authorize the execution, delivery or performance of this Agreement. Assuming that this This Agreement is a valid has been duly executed and binding obligation of Seller delivered by Buyer and assuming the Companydue authorization, this Agreement execution and delivery by the other Parties hereto constitutes a legal, valid and binding obligation of Buyer, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium bankruptcy laws, other similar laws affecting creditors’ rights and general principles of equity affecting effecting the availability of specific performance and other equitable remedies.

Appears in 1 contract

Samples: Purchase Agreement (Ralcorp Holdings Inc /Mo)

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Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Buyer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action on the part of Buyeraction, and no other proceedings on Buyer’s its part are necessary to authorize the execution, delivery or performance of this Agreement. Assuming that this This Agreement is a valid has been duly executed and binding obligation of Seller delivered by Buyer and assuming the Companydue authorization, this Agreement execution and delivery by the other parties hereto constitutes a legal, valid and binding obligation of Buyer, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium bankruptcy laws, other similar laws affecting creditors' rights and general principles of equity affecting effecting the availability of specific performance and other equitable remedies.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ocwen Financial Corp)

Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Buyer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action on the part of Buyeraction, and no other proceedings on Buyer’s its part are necessary to authorize the execution, delivery or performance of this Agreement. Assuming that this This Agreement is a valid has been duly executed and binding obligation of Seller delivered by Buyer and assuming the Companydue authorization, this Agreement execution and delivery by the other parties hereto constitutes a legal, valid and binding obligation of Buyer, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium bankruptcy laws, other similar laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ecollege Com)

Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Buyer and the consummation of the transactions contemplated hereby herein have been duly and validly authorized by all requisite action on the part of Buyer, and no other proceedings on Buyer’s part are necessary to authorize the execution, delivery or performance of this Agreement. Assuming that this Agreement is a valid and binding obligation of Seller Sellers and the CompanyTarget, this Agreement constitutes a valid and binding obligation of Buyer, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium lawsbankruptcy Laws, other similar laws Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Appears in 1 contract

Samples: Unit Purchase Agreement (Vertex Energy Inc.)

Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Buyer Purchaser and the consummation of the transactions contemplated hereby by this Agreement have been duly and validly authorized by all requisite action on the part of BuyerPurchaser, and no other proceedings on BuyerPurchaser’s part are necessary to authorize the execution, delivery or performance of this Agreement. Assuming that this Agreement is a valid and binding obligation of Seller the Sellers and the Company, this Agreement constitutes a valid and binding obligation of BuyerPurchaser, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium bankruptcy laws, other similar laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Appears in 1 contract

Samples: Stock Purchase Agreement (Astronics Corp)

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