Due Authority; Binding Agreement. The Purchaser is duly organized and validly existing under the laws of its jurisdiction of organization and has all the necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated this Agreement. The Purchaser has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery of this Agreement by the Shareholder, this Agreement constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law).
Due Authority; Binding Agreement. The Shareholder (if not an individual) is duly organized and validly existing under the laws of its jurisdiction of organization and has all the necessary corporate power and authority to execute and deliver this Agreement and the Proxy and to consummate the transactions contemplated by this Agreement and the Proxy. The Shareholder has duly and validly executed and delivered this Agreement and the Proxy and, assuming the due authorization, execution and delivery of this Agreement by Purchaser, this Agreement and the Proxy constitute legal, valid and binding obligations of the Shareholder, enforceable against the Shareholder in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law).
Due Authority; Binding Agreement. Each Party represents and warrants to the other Party that: (i) it has full power and authority to enter into this Agreement and to perform its respective obligations herein; and (ii) this Agreement represents a valid and legally binding obligation of such Party and is enforceable against such Party in accordance with the terms hereof.
Due Authority; Binding Agreement. The Shareholder has the absolute and unrestricted right, power, authority and capacity to enter into, execute, deliver and perform all of his obligations under the Agreement and under each other agreement, document or instrument referred to in or contemplated by the Purchase Agreement to which the Shareholder is or is to become a party or by which the Shareholder is otherwise bound, including the Escrow Agreement (each such other agreement, document or instrument being referred to herein as an “Other Applicable Document”). The Agreement, and each Other Applicable Document (a) has been (or will when executed by the Shareholder be) duly and validly executed by the Shareholder to the extent the Shareholder is a party to such agreement or document, and (b) constitutes a valid and binding obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors, and to general equitable principles.
Due Authority; Binding Agreement. Each of GS1 US and Partner represents and warrants to the other Party that: (i) it has full power and authority to enter into this Agreement and to perform its respective obligations herein, and (ii) this Agreement represents a valid and legally binding obligation of that Party and is enforceable against that Party in accordance with its terms.
Due Authority; Binding Agreement. The Licensee represents and warrants to GS1 US that: (i) it has full power and authority to enter into this Agreement and to perform its respective obligations herein; and (ii) this Agreement represents a valid and legally binding obligation of the Licensee and is enforceable against the Licensee in accordance with its terms.
Due Authority; Binding Agreement. The Member Organization represents and warrants to GS1 US that: (i) Member Organization has full power and authority to enter into this Agreement and to perform its obligations herein; (ii) this Agreement represents a valid and legally binding obligation of the Member Organization and is enforceable against the Member Organization in accordance with its terms; and (iii) Member Organization has read, fully understands, and agrees to the terms of this Agreement. Exhibit A Member Organization agrees at all times that it shall act in good faith with regard to the following:
