Common use of Authorization and Binding Effect of Documents Clause in Contracts

Authorization and Binding Effect of Documents. Seller has all requisite power and authority to enter into this Agreement and the other Documents to which it is a party and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and each of the other Documents by Seller and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of Seller and Seller's general partners. This Agreement has been, and each of the other Documents at or prior to Closing will be, duly executed and delivered by Seller. This Agreement constitutes (and each of the other Documents, when executed and delivered, will constitute) the valid and binding obligation of Seller enforceable against Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and to the exercise of judicial discretion in accordance with general principles of equity, whether applied by a court of law or of equity.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Sunrise Assisted Living Inc), Purchase and Sale Agreement (Sunrise Assisted Living Inc)

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Authorization and Binding Effect of Documents. Seller Buyer has all requisite company power and authority to enter into this Agreement and the other Documents to which it is a party and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and each of the other Documents by Seller Buyer and the consummation by Seller Buyer of the transactions contemplated hereby and thereby by this Agreement have been duly authorized by all necessary company action on the part of Seller and Seller's general partnersBuyer. This Agreement has been, and each of the other Documents at or prior to Closing will be, duly executed and delivered by SellerBuyer. This To the best of Buyer's knowledge, this Agreement constitutes (and each of the other Documents, when executed and delivered, will constitute) the valid and binding obligation of Seller Buyer enforceable against Seller Buyer in accordance with its terms, terms subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and to the exercise of judicial discretion in accordance with general principles of equity, whether applied by a court of law or of equity.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Sunrise Assisted Living Inc), Purchase and Sale Agreement (Sunrise Assisted Living Inc)

Authorization and Binding Effect of Documents. Seller has all requisite corporate power and authority to enter into this Agreement and the other Documents to which it is a party and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and each of the other Documents by Seller and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action (including all necessary shareholder approvals, if any) on the part of Seller and Seller's general partners. This Agreement has been, and each of the other Documents at or prior to Closing will be, duly executed and delivered by Seller. This Agreement constitutes (and each of the other Documents, when executed and delivered, will constitute) the valid and binding obligation of Seller enforceable against Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and to the exercise of judicial discretion in accordance with general principles of equity, whether applied by a court of law or of equity.

Appears in 1 contract

Samples: Asset Purchase Agreement (Medimmune Inc /De)

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Authorization and Binding Effect of Documents. Seller Buyer has all requisite limited liability company power and authority to enter into this Agreement and the other Documents to which it is a party and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and each of the other Documents by Seller Buyer and the consummation by Seller Buyer of the transactions contemplated hereby and thereby by this Agreement have been duly authorized by all necessary limited liability company action (including all necessary member approvals, if any) on the part of Seller and Seller's general partnersBuyer. This Agreement has been, and each of the other Documents at or prior to Closing will be, duly executed and delivered by SellerBuyer. This Agreement constitutes (and each of the other Documents, when executed and delivered, will constitute) the valid and binding obligation of Seller Buyer enforceable against Seller Buyer in accordance with its terms, terms subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and to the exercise of judicial discretion in accordance with general principles of equity, whether applied by a court of law or of equity.

Appears in 1 contract

Samples: Asset Purchase Agreement (Medimmune Inc /De)

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