Common use of Authority; Binding Agreements Clause in Contracts

Authority; Binding Agreements. The execution and delivery by Seller of this Agreement and the Related Documents to which it is or will become a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action on the part of Seller. Seller has all requisite corporate power and authority to enter into this Agreement and the Related Documents to which it is or will become a party and to consummate the transactions contemplated hereby and thereby, and this Agreement and such Related Documents have been, or upon execution and delivery thereof will be, duly executed and delivered by Seller. No shareholder or other equityholder approval is required on behalf of Seller for the execution, delivery or performance of this Agreement and such Related Documents. This Agreement and the Related Documents to which Seller is or will become a party are, or upon execution and delivery by Seller thereof will be, the valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except to the extent that enforceability is limited by bankruptcy, insolvency or similar laws affecting creditors' rights and remedies by equitable principles.

Appears in 1 contract

Samples: Asset Purchase Agreement (NPS Pharmaceuticals Inc)

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Authority; Binding Agreements. The execution and delivery by Seller of this Agreement and the Related Documents to which it is or will become a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action on the part of Seller. Seller has all requisite corporate power and authority to enter into this Agreement and the Related Documents to which it is or will become a party and to consummate the transactions contemplated hereby and thereby, and this Agreement and such Related Documents have been, or upon execution and delivery thereof will be, duly executed and delivered by Seller. No shareholder stockholder or other equityholder approval is required on behalf of Seller for the execution, delivery or performance of this Agreement and such Related Documents. This Agreement and the Related Documents to which Seller is or will become a party are, or upon execution and delivery by Seller thereof will be, the valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except subject to laws of general application relating to the extent that enforceability is limited by bankruptcy, insolvency or similar laws affecting creditors' rights and remedies by equitable principlesof creditors generally.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cortex Pharmaceuticals Inc/De/)

Authority; Binding Agreements. The execution execution, delivery and delivery performance by Seller Buyer of this Agreement and the Related Documents to which it is or will become a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action on the part of SellerBuyer. Seller Buyer has all requisite corporate power and authority to enter into this Agreement and the Related Documents to which it is or will become a party and to consummate the transactions contemplated hereby and thereby, and this Agreement and such Related Documents have been, or upon execution and delivery thereof will be, duly executed and delivered by SellerBuyer. No shareholder stockholder or other equityholder approval is required on behalf of Seller Buyer for the execution, delivery or performance of this Agreement and such Related Documents. This Agreement and the Related Documents to which Seller Buyer is or will become a party are, or upon execution and delivery by Seller thereof will be, the valid and binding obligations of SellerBuyer, enforceable against Seller Buyer in accordance with their respective terms, except to the extent that enforceability is limited by bankruptcy, insolvency or similar laws affecting creditors' ’ rights and remedies by equitable principles.

Appears in 1 contract

Samples: Asset Purchase Agreement (Neose Technologies Inc)

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Authority; Binding Agreements. The execution and delivery by Seller Buyer of this Agreement and the Related Documents to which it is or will become a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action on the part of SellerBuyer. Seller Buyer has all requisite corporate power and authority to enter into this Agreement and the Related Documents to which it is or will become a party and to consummate the transactions contemplated hereby and thereby, and this Agreement and such Related Documents have been, or upon execution and delivery thereof will be, duly executed and delivered by SellerBuyer. No shareholder stockholder or other equityholder approval is required on behalf of Seller Buyer for the execution, delivery or performance of this Agreement and such Related Documents. This Agreement and the Related Documents to which Seller Buyer is or will become a party are, or upon execution and delivery by Seller thereof will be, the valid and binding obligations of SellerBuyer, enforceable against Seller Buyer in accordance with their respective terms, except to the extent that enforceability is limited by bankruptcy, insolvency or similar laws affecting creditors' ’ rights and remedies by equitable principles.

Appears in 1 contract

Samples: Asset Purchase Agreement (Neose Technologies Inc)

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