Consents, Authorization and Enforceability. (a) No consent, waiver, approval, order or authorization of, or registration, declaration or filing with, or notice to any Governmental Authority is required by, or with respect to, Buyer in connection with the execution and delivery of this Agreement or the consummation of the Transactions, except for any notice filings or registrations of transfer with any Governmental Authority that may be required in connection with the assignment and transfer of the Purchased Assets. All requisite corporate action necessary to authorize the execution, delivery and performance by Buyer of this Agreement has been taken. (b) This Agreement constitutes a valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, arrangement or other similar Applicable Law or equitable principles relating to or limiting creditors’ rights generally.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Intermolecular Inc), Asset Purchase Agreement (Accelrys, Inc.)
Consents, Authorization and Enforceability. (a) No consent, waiver, approval, order or authorization of, or registration, declaration or filing with, or notice to any Governmental Authority is required by, or with respect to, Buyer Optionee in connection with the execution and delivery of this Agreement or the consummation of the Transactionstransactions contemplated hereby, except for any notice filings or registrations of transfer with any Governmental Authority that may be required in connection with the assignment and transfer of the Purchased Assets. All requisite corporate action necessary to authorize the execution, delivery and performance by Buyer Optionee of this Agreement has been taken.
(b) . This Agreement constitutes a valid and binding obligation of BuyerOptionee, enforceable against Buyer Optionee in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, arrangement or other similar Applicable Law or equitable principles relating to or limiting creditors’ rights generally.
Appears in 2 contracts
Samples: Option Agreement (QLT Inc/Bc), Option Agreement (QLT Inc/Bc)