Common use of Authorization and Binding Obligation Clause in Contracts

Authorization and Binding Obligation. Seller has the power and authority, and has taken all necessary and proper action to enter into and perform this Agreement and to consummate the actions contemplated hereby. This Agreement has been duly authorized, executed and delivered by Seller and, assuming the due authorization, execution and delivery of this Agreement by Buyer, constitutes the legal, valid and binding obligation of Seller enforceable against it in accordance with its terms, except as limited by laws affecting the enforcement of creditors' rights or equitable principles generally.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Regent Communications Inc), Asset Purchase Agreement (Regent Communications Inc), Asset Purchase Agreement (Regent Communications Inc)

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Authorization and Binding Obligation. Seller has the all necessary power and authority, and has taken all necessary and proper action authority to enter into and perform this Agreement and to consummate the actions transactions contemplated hereby, and Seller's execution, delivery and performance of this Agreement has been duly and validly authorized by all necessary action on its part. This Agreement has been duly authorized, executed and delivered by Seller and, assuming the due authorization, execution and delivery of this Agreement by Buyer, constitutes the legal, its valid and binding obligation of Seller obligation, enforceable against it in accordance with its terms, except as limited by laws affecting the enforcement of creditors' rights or equitable principles generally.

Appears in 4 contracts

Samples: Option Agreement (Legacy Communications Corp), Option Agreement (Legacy Communications Corp), Escrow Agreement (Salem Communications Corp /De/)

Authorization and Binding Obligation. Seller has the power and authority, and has taken all necessary and proper action authority to enter into and perform this Agreement and to consummate the actions transactions contemplated hereby, and Seller's execution, delivery and performance of this Agreement, and the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on its part. This Agreement has been duly authorized, executed and delivered by Seller and, assuming the due authorization, execution and delivery of this Agreement constitutes, and the agreements to be executed in connection herewith will, subject to approval by Buyerthe FCC, constitutes constitute the legal, valid and binding obligation of Seller enforceable against it in accordance with its their terms, except as limited by laws affecting the enforcement of creditors' rights or equitable principles generally.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)

Authorization and Binding Obligation. The execution, delivery and performance of this Agreement by Seller has the power and authority, and has taken been duly authorized by all necessary and proper partnership action to enter into and perform this Agreement and to consummate on the actions contemplated herebypart of Seller. This Agreement has been duly authorized, executed and delivered by Seller and, assuming the due authorization, execution and delivery of this Agreement by Buyer, constitutes the legal, valid and binding obligation of Seller Seller, enforceable against it Seller in accordance with its terms, terms except as limited the enforceability hereof may be affected by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally, or by court-applied equitable principles generallyremedies.

Appears in 2 contracts

Samples: Asset Purchase Agreement (American Radio Systems Corp /Ma/), Asset Purchase Agreement (American Radio Systems Corp /Ma/)

Authorization and Binding Obligation. The Seller has the all power and authority, and has taken all necessary and proper action authority to enter into and perform this Agreement and to consummate the actions transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by Seller andthe Seller, assuming the due authorization, execution and delivery of this Agreement constitutes, and the other agreements to be executed by Buyerthe Seller in connection herewith will constitute, constitutes the legal, valid and binding obligation of Seller the Seller, enforceable against it in accordance with its their terms, except as limited by laws affecting the enforcement of creditors' rights or equitable principles generallycreditor's rights.

Appears in 2 contracts

Samples: Stock Purchase Agreement (SFX Entertainment Inc), Stock Purchase Agreement (SFX Broadcasting Inc)

Authorization and Binding Obligation. Seller has the power and authority, and has taken all necessary and proper action to enter into and perform this Agreement and to consummate the actions contemplated hereby. This Agreement has been duly authorized, executed and delivered by Seller and, assuming the due authorization, execution and delivery of this Agreement by BuyerBuyers, constitutes the legal, valid and binding obligation of Seller enforceable against it in accordance with its terms, except as limited by laws affecting the enforcement of creditors' rights or equitable principles generally.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Regent Communications Inc), Asset Purchase Agreement (Regent Communications Inc)

Authorization and Binding Obligation. Seller has the power and authorityThe execution, delivery, and has taken performance of this Agreement by Seller have been duly authorized by all necessary and proper corporate action to enter into and perform this Agreement and to consummate on the actions contemplated herebypart of Seller. This Agreement has been duly authorized, executed and delivered by Seller and, assuming the due authorization, execution and delivery of this Agreement by Buyer, constitutes the legal, valid valid, and binding obligation of Seller Seller, enforceable against it Seller in accordance with its terms, terms except as limited the enforceability hereof may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally, or by judicial discretion in the enforcement of creditors' rights or equitable principles generallyremedies.

Appears in 2 contracts

Samples: Asset Purchase Agreement (American Radio Systems Corp /Ma/), Asset Purchase Agreement (Paxson Communications Corp)

Authorization and Binding Obligation. Seller has the power and ------------------------------------ authority, and has taken all necessary and proper action to enter into and perform this Agreement and to consummate the actions transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by Seller and, assuming the due authorization, execution and delivery of this Agreement by Buyer, constitutes the legal, valid and binding obligation of Seller enforceable against it Seller in accordance with its terms, except as limited by laws affecting the enforcement of creditors' creditor's rights or equitable principles generally.

Appears in 2 contracts

Samples: Assets Purchase Agreement (Radio One Inc), Assets Purchase Agreement (Radio One Inc)

Authorization and Binding Obligation. Seller has the all necessary power and authority, and has taken all necessary and proper action authority to enter into and perform this Agreement and to consummate the actions transactions contemplated hereby, and Seller’s execution, delivery and performance of this Agreement has been duly and validly authorized by all necessary action on its part. This Agreement has been duly authorized, executed and delivered by Seller and, assuming the due authorization, execution and delivery of this Agreement by Buyer, constitutes the legal, its valid and binding obligation of Seller obligation, enforceable against it in accordance with its terms, except as limited by laws affecting the enforcement of creditors' rights or equitable principles generally.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Beasley Broadcast Group Inc), Asset Purchase Agreement (Legacy Communications Corp)

Authorization and Binding Obligation. The Seller has the power and authority, and has taken all necessary and proper action authority to enter into and perform this Agreement and to consummate the actions transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by Seller andthe Seller, assuming the due authorization, execution and delivery of this Agreement by Buyerconstitutes, constitutes and the legalother agreements to be executed in connection herewith will constitute, the valid and binding obligation of Seller the Seller, enforceable against it in accordance with its their terms, except as limited by laws affecting the enforcement of creditors' creditor's rights or equitable principles generally.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Triathlon Broadcasting Co), Purchase and Sale Agreement (Triathlon Broadcasting Co)

Authorization and Binding Obligation. Seller has the all necessary power and authority, and has taken all necessary and proper action authority to enter into and perform this Agreement and to consummate the actions transactions contemplated hereby, and Seller's execution, delivery and performance of this Agreement have been duly and validly authorized by all necessary action on its part. This Agreement has been duly authorized, executed and delivered by Seller and, assuming the due authorization, execution and delivery of this Agreement by Buyer, constitutes the legal, its valid and binding obligation of Seller enforceable against it Seller in accordance with its terms, except as limited by laws affecting the enforcement of creditors' rights or equitable principles generally.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Infinity Broadcasting Corp), Asset Purchase Agreement (Spanish Broadcasting System of New York Inc)

Authorization and Binding Obligation. The Seller has the all power and authority, and has taken all necessary and proper action authority to enter into and perform this Agreement and to consummate the actions transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by Seller andthe Seller, assuming the due authorization, execution and delivery of this Agreement constitutes, and the other agreements to be executed by Buyerthe Seller in connection herewith will constitute, constitutes the legal, valid and binding obligation of Seller the Seller, enforceable against it in accordance with its their terms, except as limited by laws affecting the enforcement of creditors' rights or equitable principles generallycreditor’s rights.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Virtualfund Com Inc)

Authorization and Binding Obligation. Seller has the corporate ------------------------------------ power and authority, and has taken all necessary and proper corporate action to enter into and perform this Agreement and to consummate the actions contemplated hereby. This Agreement has been duly authorized, executed and delivered by Seller and, assuming the due authorization, execution and delivery of this Agreement by BuyerBuyers, constitutes the legal, valid and binding obligation of Seller enforceable against it in accordance with its terms, except as limited by laws affecting the enforcement of creditors' rights or equitable principles generally.

Appears in 1 contract

Samples: Asset Purchase Agreement (Nm Licensing LLC)

Authorization and Binding Obligation. Seller has the all necessary power and authority, and has taken all necessary and proper action authority of a limited partnership to enter into and perform this Agreement and to consummate the actions transactions contemplated hereby. This Seller's execution, delivery and performance of this Agreement has and the transactions contemplated hereby have been duly authorized, executed and delivered by Seller and, assuming the due authorization, execution and delivery of this Agreement by BuyerBuyers and Regent, constitutes this Agreement will constitute the legal, valid and binding obligation of Seller enforceable against it in accordance with its terms, except as limited by laws affecting the enforcement of creditors' rights or equitable principles generally.

Appears in 1 contract

Samples: Asset Purchase Agreement (Regent Communications Inc)

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Authorization and Binding Obligation. Seller Each of Sellers has the power and authority, and has taken all necessary and proper action to enter into and perform this Agreement and to consummate the actions contemplated hereby. This Agreement has been duly authorized, executed and delivered by Seller Sellers and, assuming the due authorization, execution and delivery of this Agreement by BuyerRegent and Buyers, constitutes the legal, valid and binding obligation of Seller Sellers enforceable against it them in accordance with its terms, except as limited by laws affecting the enforcement of creditors' rights or equitable principles generally.

Appears in 1 contract

Samples: Asset Purchase Agreement (Regent Communications Inc)

Authorization and Binding Obligation. Seller has the power and authority, and has taken all necessary and proper action action, corporate and otherwise, to enter into and perform this Agreement and to consummate the actions transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by Seller and, assuming the due authorization, execution and delivery of this Agreement by Buyer, constitutes the legal, valid and binding obligation of Seller enforceable against it in accordance with its terms, except as limited by laws affecting the enforcement of creditors' creditor's rights or equitable principles generally.

Appears in 1 contract

Samples: Assets Purchase Agreement (American Radio Systems Corp /Ma/)

Authorization and Binding Obligation. Seller has the power and authority, and has taken all necessary and proper action authority to enter into and perform this Agreement and to consummate the actions transactions contemplated hereby, and Seller's execution, delivery and performance of this Agreement, and the transactions contemplated hereby have been duly and validly authorized by all necessary action on its part. This Agreement has been duly authorized, executed and delivered by Seller and, assuming the due authorization, execution and delivery of this Agreement by Buyerconstitutes, constitutes and the legal, agreements to be executed in connection herewith will constitute the valid and binding obligation of Seller enforceable against it in accordance with its their terms, except as limited by laws affecting the enforcement of creditors' rights or equitable principles generally.

Appears in 1 contract

Samples: Asset Purchase Agreement (Debut Broadcasting Corporation, Inc.)

Authorization and Binding Obligation. Seller has the power and authorityThe execution, delivery, and has taken performance of this Agreement by Seller have been duly authorized by all necessary and proper action to enter into and perform this Agreement and to consummate corporate actions, including stockholder approval if required, on the actions contemplated herebypart of Seller. This Agreement has been duly authorized, executed and delivered by Seller and, assuming the due authorization, execution and delivery of this Agreement by Buyer, constitutes the legal, valid valid, and binding obligation of Seller Seller, enforceable against it Seller in accordance with its terms, terms except as limited the enforceability hereof may be affected by laws bankruptcy, insolvency, or similar law affecting creditors' rights generally and by judicial discretion in the enforcement of creditors' rights or equitable principles generallyremedies.

Appears in 1 contract

Samples: Asset Purchase Agreement (Omnicity Corp.)

Authorization and Binding Obligation. Seller has the corporate power and authority, and has taken all necessary and proper corporate action to enter into and perform this Agreement and to consummate the actions contemplated hereby. This Agreement has been duly authorized, executed and delivered by Seller and, assuming the due authorization, execution and delivery of this Agreement by BuyerBuyers, constitutes the legal, valid and binding obligation of Seller enforceable against it in accordance with its terms, except as limited by laws affecting the enforcement of creditors' rights or equitable principles generally.

Appears in 1 contract

Samples: Asset Purchase Agreement (Regent Communications Inc)

Authorization and Binding Obligation. Seller has the power and authority, and has taken all necessary and proper action to enter into and perform this Agreement and to consummate the actions contemplated hereby. This Agreement has been duly authorized, executed and delivered by Seller and, assuming the due authorization, execution and delivery of this Agreement by Buyer, constitutes the legal, valid and binding obligation of each Seller enforceable against it in accordance with its terms, except as limited by laws affecting the enforcement of creditors' rights or equitable principles generally.

Appears in 1 contract

Samples: Asset Purchase Agreement (Regent Communications Inc)

Authorization and Binding Obligation. The execution, delivery and performance of this Agreement by Seller has the power and authority, and has taken have been duly authorized by all necessary and proper corporate action to enter into and perform this Agreement and to consummate on the actions contemplated herebypart of Seller. This Agreement has been duly authorized, executed and delivered by Seller and, assuming the due authorization, execution and delivery of this Agreement by Buyer, constitutes the a legal, valid valid, and binding obligation of Seller Seller, enforceable against it Seller in accordance with its terms, terms except as limited the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally and by judicial discretion in the enforcement of creditors' rights or equitable principles generallyremedies.

Appears in 1 contract

Samples: Option Purchase Agreement (Paxson Communications Corp)

Authorization and Binding Obligation. Seller has the corporate power and authority, and has taken all necessary and proper action authority to enter into and perform this Agreement and to consummate the actions transactions contemplated hereby, and Seller's execution, delivery and performance of this Agreement, and the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on its part. This Agreement has been duly authorized, executed and delivered by Seller and, assuming the due authorization, execution and delivery of this Agreement by Buyer, constitutes and the legal, agreements to be executed in connection herewith will constitute the valid and binding obligation of Seller enforceable against it in accordance with its their terms, except as limited by laws affecting the enforcement of creditors' creditor's rights or equitable principles generally.

Appears in 1 contract

Samples: Asset Purchase Agreement (American Radio Systems Corp /Ma/)

Authorization and Binding Obligation. Seller has the all necessary corporate power and authority, and has taken all necessary and proper action authority to enter into and perform its obligations under this Agreement and the documents contemplated hereby and to consummate the actions transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by Seller and, assuming the due authorization, execution and delivery of this Agreement by Buyer, constitutes the its legal, valid and binding obligation of Seller enforceable against it Seller in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally or the availability of equitable principles generallyremedies.

Appears in 1 contract

Samples: Asset Purchase Agreement (Salem Communications Corp /De/)

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