Common use of Execution and Binding Effect Clause in Contracts

Execution and Binding Effect. This Agreement has been duly and validly executed and delivered by Buyer and constitutes, and the other agreements and instruments to be executed and delivered by Buyer pursuant hereto, upon their execution and delivery by Buyer, will constitute (assuming, in each case, the due and valid authorization, execution and delivery thereof by Seller), legal, valid and binding agreements of Buyer, enforceable against Buyer in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium, or other laws affecting the enforcement of creditors’ rights generally or provisions limiting competition, and by equitable principles.

Appears in 7 contracts

Samples: Asset Purchase Agreement (Hpil Holding), Asset Purchase Agreement (Hpil Holding), Asset Purchase Agreement (Ess Technology Inc)

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Execution and Binding Effect. This Agreement has been duly and ---------------------------- validly executed and delivered by Buyer and constitutes, and the other agreements and instruments to be executed and delivered by Buyer pursuant hereto, upon their execution and delivery by Buyer, will constitute (assuming, in each case, the due and valid authorization, execution and delivery thereof by Seller), legal, valid and binding agreements of Buyer, enforceable against Buyer in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium, or other laws affecting the enforcement of creditors' rights generally or provisions limiting competition, and by equitable principles.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Atroad Inc), Asset Purchase Agreement (Pointshare Corp), Asset Purchase Agreement (Pointshare Corp)

Execution and Binding Effect. This Agreement has been duly and validly executed and delivered by Buyer and constitutes, and the other agreements and instruments to be executed and delivered by Buyer pursuant hereto, upon their execution and delivery by Buyer, will constitute (assuming, in each case, the due and valid authorization, execution and delivery thereof by Seller), legal, valid and binding agreements of Buyer, enforceable against Buyer in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium, or other laws affecting the enforcement of creditors' rights generally or provisions limiting competition, and by equitable principles.

Appears in 3 contracts

Samples: Asset Purchase Agreement (New Valley Corp), Asset Purchase Agreement (Visioneer Inc), Asset Purchase Agreement (Digital Lightwave Inc)

Execution and Binding Effect. This Agreement has been duly and validly executed and delivered by Buyer each of Parent and Seller and constitutes, and the other agreements and instruments to be executed and delivered by Buyer Parent and/or Seller pursuant hereto, upon their execution and delivery by BuyerParent and/or Seller, will constitute (assuming, in each case, the due and valid authorization, execution and delivery thereof by Seller), Buyer) legal, valid and binding agreements of BuyerSeller, enforceable against Buyer Seller in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium, or other laws affecting the enforcement of creditors' rights generally or provisions limiting competition, and by equitable principles.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Paulson Capital Corp), Asset Purchase Agreement (First Montauk Financial Corp)

Execution and Binding Effect. This Agreement has been duly and validly executed and delivered by Buyer and constitutes, and the other agreements and instruments to be executed and delivered by Buyer pursuant hereto, upon their execution and delivery by Buyer, will constitute (assuming, in each case, the due and valid authorization, execution and delivery thereof by SellerSeller and Parent), legal, valid and binding agreements of Buyer, enforceable against Buyer in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium, or other laws affecting the enforcement of creditors' rights generally or provisions limiting competition, and by equitable principles.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Paulson Capital Corp), Asset Purchase Agreement (First Montauk Financial Corp)

Execution and Binding Effect. This Agreement has been duly and validly executed and delivered by Buyer Seller and constitutes, and the other agreements and instruments to be executed and delivered by Buyer Seller pursuant hereto, upon their its execution and delivery by BuyerSeller, will constitute (assuming, in each case, the due and valid authorization, execution and delivery thereof by SellerBuyer), legal, valid and binding agreements of BuyerSeller, enforceable against Buyer Seller in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium, or other laws affecting the enforcement of creditors’ rights generally or provisions limiting competition, and by equitable principles.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Hpil Holding), Asset Purchase Agreement (Hpil Holding)

Execution and Binding Effect. This Agreement has been duly ---------------------------- and validly executed and delivered by Buyer Seller and constitutes, and the other agreements and instruments to be executed and delivered by Buyer Seller pursuant hereto, upon their execution and delivery by Buyer, Seller will constitute (assuming, in each case, the due and valid authorization, execution and delivery thereof by SellerBuyer), legal, valid and binding agreements of BuyerSeller, enforceable against Buyer Seller in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium, or other laws affecting the enforcement of creditors' rights generally or provisions limiting competition, and by equitable principles.

Appears in 1 contract

Samples: Investment Agreement (Jfax Com Inc)

Execution and Binding Effect. This Agreement has been duly and validly executed and delivered by Buyer and constitutes, and the other agreements and instruments to be executed and delivered by Buyer pursuant hereto, upon their execution and delivery by Buyer, will constitute (assuming, in each case, the due and valid authorization, execution and delivery thereof by SellerSeller and Parent), legal, valid and binding agreements of Buyer, enforceable against Buyer in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium, or other laws affecting the enforcement of creditors’ rights generally or provisions limiting competition, and by equitable principles.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ellie Mae Inc)

Execution and Binding Effect. This Agreement has been duly ---------------------------- and validly executed and delivered by Buyer and constitutes, and the other agreements and instruments to be executed and delivered by Buyer pursuant hereto, upon their execution and delivery by Buyer, will constitute (assuming, in each case, the due and valid authorization, execution and delivery thereof by Seller), legal, valid and binding agreements of Buyer, enforceable against Buyer in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium, or other laws affecting the enforcement of creditors' rights generally or provisions limiting competition, and by equitable principles.

Appears in 1 contract

Samples: Investment Agreement (Jfax Com Inc)

Execution and Binding Effect. This Agreement has and the Note have been duly and validly executed and delivered by Buyer and constitutes, and the other agreements and instruments to be executed and delivered by Buyer pursuant hereto, upon their execution and delivery by Buyer, will constitute (assuming, in each case, the due and valid authorization, execution and delivery thereof by Seller), legal, valid and binding agreements of Buyer, enforceable against Buyer in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium, or other laws affecting the enforcement of creditors' rights generally or provisions limiting competition, and by equitable principles.

Appears in 1 contract

Samples: Asset Purchase Agreement (Popmail Com Inc)

Execution and Binding Effect. This Agreement has been duly and validly executed and delivered by Buyer Seller and constitutes, and the other agreements and instruments to be executed and delivered by Buyer Seller pursuant hereto, upon their execution and delivery by BuyerSeller, will constitute (assuming, in each case, the due and valid authorization, execution and delivery thereof by SellerBuyer), legal, valid and binding agreements of BuyerSeller, enforceable against Buyer Seller in accordance with their respective terms, terms except as enforceability may be limited by bankruptcy, insolvency, moratorium, or other laws affecting the enforcement of creditors' rights generally or provisions limiting competition, and by equitable principles.

Appears in 1 contract

Samples: Asset Purchase Agreement (Digital Lightwave Inc)

Execution and Binding Effect. This Agreement has been duly and validly executed and delivered by Buyer and constitutes, and the other agreements and instruments to be executed and delivered by Buyer pursuant hereto, upon their execution and delivery by Buyer, will constitute (assuming, in each case, the due and valid authorization, execution and delivery thereof by Seller), legal, valid and binding agreements of Buyer, enforceable against Buyer in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium, or other laws affecting the enforcement of creditors' rights generally or provisions limiting competition, and by equitable principles.

Appears in 1 contract

Samples: Asset Purchase Agreement (Novistar Inc)

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Execution and Binding Effect. This Agreement has been duly and validly executed and delivered by Buyer Seller and constitutes, and the other agreements and instruments to be executed and delivered by Buyer Seller pursuant hereto, upon their execution and delivery by BuyerSeller, will constitute (assuming, in each case, the due and valid authorization, execution and delivery thereof by SellerBuyer), legal, valid and binding agreements of BuyerSeller, enforceable against Buyer Seller in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium, or other laws affecting the enforcement of creditors’ rights generally or provisions limiting competition, and by equitable principles.

Appears in 1 contract

Samples: Purchase Agreement (Landec Corp \Ca\)

Execution and Binding Effect. This Agreement has been duly and validly executed and delivered by Buyer Seller and constitutes, and the other agreements and instruments Ancillary Agreements to be executed and delivered by Buyer Seller pursuant hereto, upon their execution and delivery by BuyerSeller, will constitute (assuming, in each case, the due and valid authorization, execution and delivery thereof by SellerBuyer), legal, valid and binding agreements of BuyerSeller, enforceable against Buyer Seller in accordance with their respective terms, terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, or other laws and equitable principles affecting the enforcement of creditors’ rights generally or provisions limiting competition, and by equitable principles.

Appears in 1 contract

Samples: Asset Purchase Agreement (Vitesse Semiconductor Corp)

Execution and Binding Effect. This Agreement has been duly and validly executed and delivered by Buyer Seller and constitutes, and the other agreements and instruments to be executed and delivered by Buyer Seller pursuant hereto, upon their execution and delivery by BuyerSeller, will constitute (assuming, in each case, the due and valid authorization, execution and delivery thereof by SellerBuyer), legal, valid and binding agreements of BuyerSeller, enforceable against Buyer Seller in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium, or other laws affecting the enforcement of creditors' rights generally or provisions limiting competitiongenerally, and by equitable principles.

Appears in 1 contract

Samples: Asset Purchase Agreement (Novistar Inc)

Execution and Binding Effect. This Agreement has been duly and validly executed and delivered by Buyer and constitutes, and the other agreements and instruments to be executed and delivered by Buyer pursuant hereto, upon their execution and delivery by Buyer, will constitute (assuming, in each case, the due and valid authorization, execution and delivery thereof by SellerSeller and Seller Sub), legal, valid and binding agreements of Buyer, enforceable against Buyer in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium, or other laws affecting the enforcement of creditors' rights generally or provisions limiting competition, and by equitable principles.

Appears in 1 contract

Samples: Asset Purchase Agreement (Accrue Software Inc)

Execution and Binding Effect. This Agreement has been duly and validly executed and delivered by Buyer Seller and constitutes, and the other agreements and instruments to be executed and delivered by Buyer Seller pursuant hereto, upon their execution and delivery by BuyerSeller, will constitute (assuming, in each case, the due and valid authorization, execution and delivery thereof by SellerBuyer), legal, valid and binding agreements of BuyerSeller, enforceable against Buyer Seller in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium, or other laws affecting the enforcement of creditors' rights generally or provisions limiting competition, and by equitable principles.

Appears in 1 contract

Samples: Asset Purchase Agreement (New Valley Corp)

Execution and Binding Effect. This Agreement has been duly and validly executed and delivered by Buyer and constitutes, and the other agreements and instruments Ancillary Agreements to be executed and delivered by Buyer pursuant hereto, upon their execution and delivery by Buyer, will constitute (assuming, in each case, the due and valid authorization, execution and delivery thereof by Seller), legal, valid and binding agreements of Buyer, enforceable against Buyer in accordance with their respective terms, terms except as enforceability may be limited by bankruptcy, insolvency, moratorium, or other laws affecting the enforcement of creditors’ rights generally or provisions limiting competition, and by equitable principles.

Appears in 1 contract

Samples: Asset Purchase Agreement (Vitesse Semiconductor Corp)

Execution and Binding Effect. This Agreement has been duly and validly executed and delivered by Buyer Seller and constitutes, and the other agreements and instruments to be executed and delivered by Buyer Seller pursuant hereto, upon their execution and delivery by BuyerSeller, will constitute (assuming, in each case, the due and valid authorization, execution and delivery thereof by SellerBuyer), legal, valid and binding agreements of BuyerSeller, enforceable against Buyer Seller in accordance with their respective terms, terms except as enforceability may be limited by bankruptcy, insolvency, moratorium, or other laws affecting the enforcement of creditors’ rights generally or provisions limiting competition, and by equitable principles.

Appears in 1 contract

Samples: Asset Purchase Agreement (Phoenix Technologies LTD)

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