Common use of Corporate Authority and Binding Obligation Clause in Contracts

Corporate Authority and Binding Obligation. The Optionor has good right, full corporate power and absolute authority to enter into this Agreement and to sell, assign and transfer the Optioned Assets to the Optionee in the manner contemplated herein and to perform all of the Optionor's obligations under this Agreement. The Optionor has taken all necessary or desirable actions, steps and corporate and other proceedings to approve or authorize, validly and effectively, the entering into, and the execution, delivery and performance of, this Agreement and the sale and transfer of the Optioned Assets by the Optionor to the Optionee. This Agreement is a legal, valid and binding obligation of the Optionor, enforceable against it in accordance with its terms subject to (i) bankruptcy, insolvency, moratorium, reorganization and other laws relating to or affecting the enforcement of creditors' rights generally, and (ii) the fact that equitable remedies, including the remedies of specific performance and injunction, may only be granted in the discretion of a court.

Corporate Authority and Binding Obligation. The Optionor Vendor has good right, full corporate power and absolute authority to enter into this Agreement and to sell, assign and transfer the Optioned Purchased Assets to the Optionee Purchaser in the manner contemplated herein and to perform all of the Optionor's Vendor’s obligations under this Agreement. The Optionor Vendor has taken all necessary or desirable actions, steps and corporate and other proceedings to approve or authorize, validly and effectively, the entering into, and the execution, delivery and performance of, this Agreement and the sale and transfer of the Optioned Purchased Assets by the Optionor Vendor to the OptioneePurchaser. This Agreement is a legal, valid and binding obligation of the OptionorVendor, enforceable against it in accordance with its terms subject to (i) bankruptcy, insolvency, moratorium, reorganization and other laws relating to or affecting the enforcement of creditors' rights generally, and (ii) the fact that equitable remedies, including the remedies of specific performance and injunction, may only be granted in the discretion of a court.

Corporate Authority and Binding Obligation. The Optionor Vendor has good right, full corporate power and absolute authority to enter into this Agreement and to sell, assign and transfer the Optioned Purchased Assets to the Optionee Purchaser in the manner contemplated herein and to perform all of the OptionorVendor's obligations under this Agreement. The Optionor Vendor has taken all necessary or desirable actions, steps and corporate and other proceedings to approve or authorize, validly and effectively, the entering into, and the execution, delivery and performance of, this Agreement and the sale and transfer of the Optioned Purchased Assets by the Optionor Vendor to the OptioneePurchaser. This Agreement is a legal, valid and binding obligation of the OptionorVendor, enforceable against it in accordance with its terms subject to (i) bankruptcy, insolvency, moratorium, reorganization and other laws relating to or affecting the enforcement of creditors' rights generally, and (ii) the fact that equitable remedies, including the remedies of specific performance and injunction, may only be granted in the discretion of a court.