Common use of Authority; Binding Effect Clause in Contracts

Authority; Binding Effect. (a) Buyer has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it will be a party and to perform its obligations hereunder and thereunder. The execution and delivery by Buyer of this Agreement and each such Ancillary Agreement, and the performance by Buyer of its obligations hereunder and thereunder, have been duly authorized by all requisite corporate action.

Appears in 3 contracts

Samples: Purchase and Sale Agreement (Medicines Co /De), Purchase and Sale Agreement (Melinta Therapeutics, Inc. /New/), Asset Purchase Agreement (Angiodynamics Inc)

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Authority; Binding Effect. (a) Buyer Purchaser has all requisite corporate power and authority to own and operate its properties and assets, to execute and deliver this Agreement and each the Ancillary Agreement to which it will be a party Agreements and to perform its obligations hereunder and thereunder. The execution and delivery by Buyer Purchaser of this Agreement and each such the Ancillary Agreement, Agreements and the performance by Buyer Purchaser of its obligations hereunder and thereunder, thereunder have been duly authorized by all requisite corporate actionaction on the part of Purchaser.

Appears in 2 contracts

Samples: Assignment and Assumption Agreement (Cornerstone Therapeutics Inc), Assignment and Assumption Agreement (Cornerstone Therapeutics Inc)

Authority; Binding Effect. (a) Buyer has all requisite corporate full power and authority to execute and deliver enter into this Agreement Agreement. Buyer and each of the Buyer Corporations has full power and authority, corporate and otherwise, to enter into the Ancillary Agreement Agreements to which it will be is a party and to perform its respective obligations hereunder and thereunderthereunder (as the case may be). The execution and delivery by Buyer of this This Agreement and each such the Ancillary Agreement, Agreements to which Buyer and any of the performance by Buyer of its obligations hereunder and thereunder, Corporations is a party have been duly authorized and approved by all requisite necessary corporate or other action.

Appears in 2 contracts

Samples: Agreement (Nexeo Solutions Finance Corp), Agreement (Ashland Inc.)

Authority; Binding Effect. (a) Buyer Such Purchaser and/or its Relevant Affiliates has all requisite full corporate or other organizational company power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and each the Ancillary Agreement Agreements to which it will be is a party party, and to perform its obligations hereunder and thereunder. The execution and delivery each other agreement, document, instrument, deed or certificate contemplated by Buyer of this Agreement and each the Ancillary Agreements to be executed by such Ancillary Agreement, and the performance by Buyer Purchaser or any of its obligations hereunder Relevant Affiliates in connection with the consummation of the transactions contemplated hereby and thereunder, have been duly authorized by all requisite corporate actionthereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Valeant Pharmaceuticals International, Inc.)

Authority; Binding Effect. (a) Buyer Each of Seller and its Relevant Affiliates has all requisite full corporate or other organizational power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and each the Ancillary Agreement Agreements to which it will be is a party and to perform its obligations hereunder and thereunder. The execution and delivery each other agreement, document, instrument, deed or certificate contemplated by Buyer of this Agreement and each such the Ancillary Agreement, and the performance Agreements to be executed by Buyer Seller or any of its obligations hereunder Relevant Affiliates in connection with the consummation of the transactions contemplated hereby and thereunder, have been duly authorized by all requisite corporate actionthereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Valeant Pharmaceuticals International, Inc.)

Authority; Binding Effect. (a) Buyer has all requisite corporate full power and authority to execute enter into and deliver this Agreement and each the Ancillary Agreement Agreements to which it will be is a party and to perform its respective obligations hereunder and thereunderthereunder (as the case may be) and to consummate the Acquisition. The execution and delivery by Buyer of this This Agreement and each such the Ancillary Agreement, and the performance by Agreements to which Buyer of its obligations hereunder and thereunder, is a party have been duly and validly authorized and approved by all requisite corporate actionBuyer and no other action on the part of Buyer is necessary to authorize or approve this Agreement, any Ancillary Agreement to which Buyer is to be a party or the Acquisition.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ashland Global Holdings Inc)

Authority; Binding Effect. (a) Buyer has all requisite corporate full power and authority authority, corporate and otherwise, to execute and deliver enter into this Agreement Agreement. Buyer and each of the Affiliated Buyers has full power and authority, corporate and otherwise, to enter into the Ancillary Agreement Agreements to which it will be is a party and to perform its respective obligations hereunder and thereunderthereunder (as the case may be). The execution and delivery by Buyer of this This Agreement and each such the Ancillary Agreement, Agreements to which Buyer and any of the performance by Buyer of its obligations hereunder and thereunder, Affiliated Buyers is a party have been duly authorized and approved by all requisite necessary corporate or entity action.

Appears in 1 contract

Samples: Agreement (Shaw Group Inc)

Authority; Binding Effect. (a) Buyer has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it will be a party and to perform its obligations hereunder and thereunder. The execution and delivery by Buyer of this Agreement and each such Ancillary Agreement, and the performance by Buyer of its obligations hereunder and thereunderthereunder and the consummation by Buyer of the Transactions, have been duly authorized by all requisite corporate action.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Medicines Co /De)

Authority; Binding Effect. (a) Buyer has all requisite corporate full power and authority to execute and deliver enter into this Agreement Agreement. Buyer and each of the Buyer Corporations has full power and authority to enter into the Ancillary Agreement Agreements to which it will be is a party and to perform its respective obligations hereunder and thereunderthereunder (as the case may be). The execution and delivery by Buyer of this This Agreement and each such the Ancillary Agreement, Agreements to which Buyer and any of the performance by Buyer of its obligations hereunder and thereunder, Corporations is a party have been duly authorized and approved by all requisite necessary corporate or other action.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Ashland Global Holdings Inc)

Authority; Binding Effect. (a) Buyer Purchaser has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it will be a party the other Transaction Documents and to perform its obligations hereunder and thereunder. The execution and delivery by Buyer Purchaser of this Agreement and each such Ancillary Agreementthe other Transaction Documents, and the performance by Buyer Purchaser of its obligations hereunder and thereunder, have been, or will have been at the Closing, duly authorized by all requisite corporate actionaction on the part of Purchaser.

Appears in 1 contract

Samples: Membership Interests Purchase Agreement (CorEnergy Infrastructure Trust, Inc.)

Authority; Binding Effect. (a) Buyer Seller has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it will be a party and to perform its obligations hereunder and thereunder. The execution and delivery by Buyer Seller of this Agreement and each such Ancillary Agreement, and the performance by Buyer Seller of its obligations hereunder and thereunder, have been duly authorized by all requisite corporate action.

Appears in 1 contract

Samples: Asset Purchase Agreement (Angiodynamics Inc)

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Authority; Binding Effect. (a) Buyer Xxxxx has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it will be a party and to perform its obligations hereunder and thereunderthereunder and to consummate the Transactions. The execution and delivery by Buyer of this Agreement and each such Ancillary Agreement, and the performance by Buyer Xxxxx of its obligations hereunder and thereunderthereunder and the consummation of the Transactions, have been, or in the case of the Ancillary Agreements will have been prior to Closing, duly authorized by all requisite corporate actionaction on the part of Buyer.

Appears in 1 contract

Samples: Option and Asset Purchase Agreement (Fusion Pharmaceuticals Inc.)

Authority; Binding Effect. (a) Buyer Seller has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it will be a party and party, to perform its obligations hereunder and thereunderthereunder and to consummate the Transactions. The execution and delivery by Buyer Seller of this Agreement and each such Ancillary Agreement, and the performance by Buyer Seller of its obligations hereunder and thereunderthereunder and the consummation of the Transactions, have been duly authorized by all requisite corporate actionaction on the part of Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Fusion Pharmaceuticals Inc.)

Authority; Binding Effect. (a) Buyer has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it will be a party and to perform its obligations hereunder and thereunderthereunder and to consummate the Transactions. The execution and delivery by Buyer of this Agreement and each such Ancillary Agreement, and the performance by Buyer of its obligations hereunder and thereunderthereunder and the consummation of the Transactions, have been duly authorized by all requisite corporate actionaction on the part of Buyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (Fusion Pharmaceuticals Inc.)

Authority; Binding Effect. (a) Buyer has all requisite corporate full power and authority authority, corporate and otherwise, to execute and deliver enter into this Agreement Agreement. Buyer and each of the Buyer Corporations has full power and authority, corporate and otherwise, to enter into the Ancillary Agreement Agreements to which it will be is a party and to perform its respective obligations hereunder and thereunderthereunder (as the case may be). The execution and delivery by Buyer of this This Agreement and each such the Ancillary Agreement, Agreements to which Buyer and any of the performance by Buyer of its obligations hereunder and thereunder, Corporations is a party have been duly authorized and approved by all requisite necessary corporate or other action.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Ashland Inc.)

Authority; Binding Effect. (a) Buyer Purchaser has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement other Transaction Document to which it will is specified to be a party and to perform its obligations hereunder and thereunder. The execution and delivery by Buyer Purchaser of this Agreement and each such Ancillary Agreement, other Transaction Document to which it is specified to be a party and the performance by Buyer Purchaser of its obligations hereunder and thereunder, thereunder have been duly authorized by all requisite corporate actionaction on the part of Purchaser.

Appears in 1 contract

Samples: Sale and Transfer Agreement (Forest Laboratories Inc)

Authority; Binding Effect. (a) Buyer a)Purchaser has all requisite corporate power and authority to own and operate its properties and assets, to carry on its business as it is now being conducted and to execute and deliver this Agreement and each Ancillary Agreement to which it will be a party and to perform its obligations hereunder and thereunder. The execution and delivery by Buyer Purchaser of this Agreement and each such Ancillary Agreement, and the performance by Buyer Purchaser of its obligations hereunder and thereunder, have been duly authorized by all requisite corporate action.

Appears in 1 contract

Samples: Asset Purchase Agreement (Chattem Inc)

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