Common use of SELLER ACTION Clause in Contracts

SELLER ACTION. All corporate actions and proceedings necessary to be taken by or on the part of Seller in connection with the transactions contemplated by this Agreement and necessary to make the Agreement effective have been duly and validly taken. This Agreement has been duly and validly authorized, executed, and delivered by Seller and constitutes the valid and binding agreement of Seller, enforceable in accordance with and subject to its respective terms, except as enforceability may be limited by laws affecting the enforcement of creditor rights or equitable principles generally. At the Closing, Seller will provide Buyer with certified resolutions executed by Seller's stockholders and board of directors authorizing the execution, delivery, and performance of this Agreement.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Acme Intermediate Holdings LLC), Asset Purchase Agreement (Acme Television LLC)

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SELLER ACTION. All corporate Seller actions and proceedings necessary to be taken by or on the part of Seller in connection with the transactions contemplated by this Agreement and necessary to make the Agreement effective have been duly and validly taken. This Agreement has been duly and validly authorized, executed, and delivered by Seller and constitutes the valid and binding agreement of Seller, enforceable in accordance with and subject to its respective terms, except as enforceability may be limited by laws affecting the enforcement of creditor rights or equitable principles generally. At the Closing, Seller will provide Buyer with certified resolutions executed by Seller's stockholders and board of directors authorizing the execution, delivery, and performance of this Agreement.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Acme Television LLC), Asset Purchase Agreement (Acme Intermediate Holdings LLC)

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SELLER ACTION. All corporate Seller actions and proceedings necessary to be taken by or on the part of Seller in connection with the transactions contemplated by this Agreement and necessary to make the Agreement effective have been duly and validly taken. This Agreement has been duly and validly authorized, executed, and delivered by Seller and constitutes the valid and binding agreement of Seller, enforceable in accordance with and subject to its respective terms, except as enforceability may be limited by laws affecting the enforcement of creditor rights or equitable principles generally. At the Closing, Seller will provide Buyer with a certified resolutions resolution executed by Seller's stockholders and board of directors members authorizing the execution, delivery, and performance of this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Acme Intermediate Holdings LLC)

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