Corporate Approval; Binding Effect Clause Samples
The "Corporate Approval; Binding Effect" clause establishes that the agreement has been properly authorized by the necessary corporate bodies and is legally binding on the parties involved. In practice, this means that each party confirms it has obtained all required internal approvals, such as board or shareholder consent, before entering into the contract, and that the agreement will be enforceable against them and their successors. This clause ensures that the contract is validly executed and prevents parties from later claiming lack of authority or improper approval as a reason to avoid their obligations.
Corporate Approval; Binding Effect. The Buyer has obtained all necessary authorizations and approvals required for the execution and delivery of this Agreement and the Notes and the consummation of the transactions contemplated hereby (other than any approvals required to be obtained by Buyer from its bank or other lending institution). This Agreement has been duly executed and delivered by the Buyer and constitutes, and the Notes when executed and delivered will constitute, the legal, valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms.
Corporate Approval; Binding Effect. The Buyer has obtained all necessary authorizations and approvals from its Board of Directors and shareholders required for the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby. Each of the Transaction Documents to which the Buyer is a party has been duly executed and delivered by the Buyer and constitutes the legal, valid and binding obligation of the Buyer enforceable against it in accordance with its terms, except that the enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other Laws affecting creditors' rights generally or by general principles of equity.
Corporate Approval; Binding Effect. The Buyer has obtained all necessary authorizations and approvals from its Board of Directors required for the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the Buyer and constitutes, and the other Transaction Documents when executed and delivered by the Seller will constitute, the legal, valid and binding obligations of the Buyer, enforceable against the Buyer, in accordance with their terms, except as enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other laws affecting creditors' rights generally or by general principles of equity.
Corporate Approval; Binding Effect. The Seller has obtained all necessary authorizations and approvals from its Board of Directors and will, before Closing, have obtained all necessary authorizations and approvals from its stockholders required for the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the Seller and constitutes, and when the Escrow Agreement Registration Rights Agreement, and Software and Technology License Agreement are executed and delivered by the Seller, they will constitute, the legal, valid and binding obligation of the Seller enforceable against it in accordance with its terms, except the enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other laws affecting creditors' rights generally or by general principles of equity.
Corporate Approval; Binding Effect. The Buyer has all requisite power and full legal right to enter into this Agreement, and to perform all of the Buyer's agreements and obligations hereunder, in accordance with its terms. The Buyer has obtained all necessary corporate or organizational authorizations and approvals required for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Buyer and constitutes the legal, valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms, except as enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other laws affecting creditors' rights generally or by general principles of equity.
Corporate Approval; Binding Effect. The Buyer has obtained all --------- -------- ------- ------ necessary authorizations and approvals from its Board of Directors and stockholders required for the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, including, without limitation, the issuance to the Parent of the Shares as set forth in (S)4.2(k) hereof. Each of the Transaction Documents to which the Buyer is a party has been, or at the Closing shall be duly executed and delivered by the Buyer and constitutes or upon such execution and delivery will constitute the legal, valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms, except as enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other laws affecting creditors' rights generally or by general principles of equity.
Corporate Approval; Binding Effect. Each Selling Entity has obtained all necessary authorizations and approvals from its Board of Directors and shareholders required for the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby. No consent or approval of the shareholders of ▇. ▇▇▇▇▇ is required for the execution and delivery of this Agreement or any Transaction Documents or for the consummation of the transactions contemplated hereby and thereby. Each of the Transaction Documents to which any Selling Entity is a party has been duly executed and delivered by that Selling Entity and constitutes the legal, valid and binding obligation of that Selling Entity enforceable against it in accordance with its terms, except that the enforceability thereof may be limited by any applicable bankruptcy, reorganization, insolvency or other laws affecting creditors' rights generally or by general principles of equity.
Corporate Approval; Binding Effect. This Agreement has been duly authorized by all necessary corporate action of the Board of Directors of Company and this Agreement has been duly executed and delivered by Company and constitutes the legal, valid and binding obligation of Company enforceable against it in accordance with its terms. Each of the other Contribution Documents to which Company is required to become a party will be duly executed and delivered by Company and, when executed and delivered by Company, will constitute the legal, valid and binding obligation of Company enforceable against it in accordance with its terms.
Corporate Approval; Binding Effect. The Buyer has obtained all necessary authorizations and approvals from its Board of Directors and shareholders required for the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the Buyer and constitutes, and the other Transaction Documents when executed and delivered will constitute, the legal, valid and binding obligation of the Buyer enforceable against the Buyer in accordance with their terms, except as such validity, binding effect or enforcement may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally or by equitable principles relating to the availability of remedies.
Corporate Approval; Binding Effect. The Buyer has obtained all necessary authorizations and approvals from its Board of Directors and stockholders required for the execution and delivery of this Agreement, and the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby. Each of this Agreement, and the other Transaction Documents to which it is a party has been duly executed and delivered by the Buyer and constitutes the legal, valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with their respective terms, except as enforceability thereof may be limited by 21 -21- any applicable bankruptcy, reorganization, insolvency or other laws affecting creditors' rights generally or by general principles of equity.