Common use of NECESSARY ACTIONS; BINDING EFFECT Clause in Contracts

NECESSARY ACTIONS; BINDING EFFECT. Prior to the Closing Date, Buyer will have taken all corporate action necessary to authorize the execution and delivery of, and the performance of its obligations under, this Agreement and the Related Agreements to which a party. This Agreement and the Related Agreements constitutes, and upon their execution and delivery each of the Related Agreements will constitute, valid obligations of Buyer that are legally binding on and enforceable against Buyer in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights, and (ii) general principles of equity relating to the availability of equitable remedies.

Appears in 2 contracts

Samples: Asset Purchase Agreement (SCC Communications Corp), Asset Purchase Agreement (SCC Communications Corp)

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NECESSARY ACTIONS; BINDING EFFECT. Prior to the Closing Date, Buyer Seller will have taken all corporate action necessary to authorize the execution and delivery of, and the performance of its obligations under, this Agreement and the Related Agreements to which a partyTransaction Documents. This Agreement and the Related Agreements constitutesTransaction Documents constitute, and upon their execution and delivery each of the Related Agreements will constitute, valid obligations of Buyer Seller that are legally binding on and enforceable against Buyer Seller in accordance with their the respective termsterms of this Agreement and the Transaction Documents, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' ’ rights, and (ii) general principles of equity relating to the availability of equitable remedies.

Appears in 1 contract

Samples: Asset Acquisition Agreement (Loop Media, Inc.)

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NECESSARY ACTIONS; BINDING EFFECT. Prior to the Closing Date, Buyer will have taken all corporate action necessary to authorize the execution and delivery of, and the performance of its obligations under, this Agreement and each of the Related Agreements agreements referenced herein to which Buyer and Seller is a party. This Agreement and the Related Agreements constitutes, and upon their its execution and delivery each of delivery, the Related Agreements Escrow Agreement and the Non-Competition Agreement will constitute, the valid obligations obligation of Buyer that are is legally binding on and enforceable against Buyer in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights, and (ii) general principles of equity relating to the availability of equitable remedies.

Appears in 1 contract

Samples: Asset Purchase Agreement (Kofax Image Products Inc)

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