Common use of Authority and Binding Obligations Clause in Contracts

Authority and Binding Obligations. Sellers' Guarantor has the corporate power and authority to execute, deliver and perform its obligations under this Agreement and the Sellers' Guaranty. The execution, delivery, and performance of this Agreement and the Sellers' Guaranty by Sellers' Guarantor have been duly and validly authorized by all necessary corporate action and do not conflict or result in a violation or breach of the articles of incorporation and by-laws of the Sellers' Guarantor. This Agreement and the Sellers' Guaranty constitute legal, valid and binding obligations of the Sellers' Guarantor enforceable against Sellers' Guarantor in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or equity).

Authority and Binding Obligations. Sellers' Purchaser's Guarantor has the corporate power and authority to execute, deliver and perform its obligations under this Agreement and the Sellers' Purchaser's Guaranty. The execution, delivery, and performance of this Agreement and the Sellers' Purchaser's Guaranty by Sellers' Purchaser's Guarantor have been duly and validly authorized by all necessary corporate action and do not conflict or result in a violation or breach of the articles of incorporation and by-laws of the Sellers' Purchaser's Guarantor. This Agreement and the Sellers' Purchaser's Guaranty constitute legal, valid and binding obligations of the Sellers' Purchaser's Guarantor enforceable against Sellers' Purchaser's Guarantor in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or equity).