Common use of Authorization; Binding Effect Clause in Contracts

Authorization; Binding Effect. (a) Seller has all requisite corporate power and authority to sell the Purchased Assets and enter into and deliver this Agreement, the Xxxx of Sale and any related agreements to which it will be a party and to perform its obligations hereunder and thereunder. The execution and delivery by Seller of this Agreement, the Xxxx of Sale and any related agreements to which it will be a party and its consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action of Seller.

Authorization; Binding Effect. (a) (i) Seller has all requisite corporate power and authority to sell execute, deliver and perform this Agreement and the Purchased Assets and enter into and deliver this Agreement, the Xxxx of Sale and any related agreements Collateral Agreements to which it will be a party and to perform its obligations hereunder effect the transactions contemplated hereby and thereunder. The execution thereby, and the execution, delivery by Seller and performance of this Agreement, Agreement and the Xxxx of Sale and any related agreements Collateral Agreements to which it will be a party and its consummation of the transactions contemplated hereby and thereby have has been duly authorized by all necessary requisite corporate action of Selleraction.

Authorization; Binding Effect. (a) Seller has all requisite corporate power and authority to sell execute, deliver and perform this Agreement and the Purchased Assets and enter into and deliver this Agreement, the Xxxx of Sale and any related agreements Collateral Agreements to which it will be a party and to perform its obligations hereunder effect the transactions contemplated hereby and thereunder. The execution thereby, and the execution, delivery by Seller and performance of this Agreement, Agreement and the Xxxx of Sale and any related agreements Collateral Agreements to which it will be a party and its consummation of the transactions contemplated hereby and thereby have has been duly authorized by all necessary requisite corporate action of Selleraction.

Authorization; Binding Effect. (a) Seller has all requisite corporate power and authority to sell execute, deliver and perform this Agreement and the Purchased Assets and enter into and deliver this Agreement, the Xxxx of Sale and any related agreements Collateral Agreements to which it will be a party and to perform its obligations hereunder consummate the transactions contemplated hereby and thereunder. The execution thereby, and the execution, delivery by Seller and performance of this Agreement, Agreement and the Xxxx of Sale and any related agreements Collateral Agreements to which it will be a party and its consummation of the transactions contemplated hereby and thereby have has been duly authorized by all necessary requisite corporate action of Selleraction.

Authorization; Binding Effect. (a) Seller has all requisite corporate partnership power and authority to sell the Purchased Assets and enter into execute and deliver this Agreement, the Xxxx of Sale Agreement and any related agreements each Collateral Agreement to which it will be a party and to perform its obligations hereunder effect the transactions contemplated hereby and thereunder. The execution thereby, and has duly authorized the execution, delivery by Seller and performance of this Agreement, the Xxxx of Sale Agreement and any related agreements each Collateral Agreement to which it will be a party and its consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action of Sellerrequisite partnership action.

Authorization; Binding Effect. (a) Seller has all requisite corporate power and authority to sell the Purchased Assets and enter into execute and deliver this Agreement, Agreement and the Xxxx of Sale and any related agreements to which it will be a party and to perform its obligations hereunder and thereunderCollateral Agreements. The execution execution, delivery and delivery performance by Seller of this AgreementAgreement and the Collateral Agreements, and the Xxxx of Sale and any related agreements to which it will be a party and its consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized and validly approved by all Seller’s board of directors and its shareholders, and no other corporate actions or proceedings on the part of Seller are necessary corporate action to authorize the execution, delivery and performance by Seller of Sellerthis Agreement and the Collateral Agreements or the transactions contemplated hereby and thereby.

Authorization; Binding Effect. (aa)(i) Seller has all requisite corporate power and authority to sell execute, deliver and perform this Agreement and the Purchased Assets and enter into and deliver this Agreement, the Xxxx of Sale and any related agreements Collateral Agreements to which it will be a party and to perform its obligations hereunder effect the transactions contemplated hereby and thereunder. The execution thereby, and the execution, delivery by Seller and performance of this Agreement, Agreement and the Xxxx of Sale and any related agreements Collateral Agreements to which it will be a party and its consummation of the transactions contemplated hereby and thereby have has been duly authorized by all necessary requisite corporate action of Selleraction.

Authorization; Binding Effect. (a) Seller has the corporate power, including all requisite necessary authorization in respect of corporate power action on the part of the Seller, to execute, deliver and authority to sell fulfill the Purchased Assets and enter into and deliver this Agreement, the Xxxx of Sale and any related agreements to which it will be a party and to perform its obligations hereunder and thereunder. The execution and delivery by Seller provisions of this Agreement, and this Agreement constitutes a legal, valid and binding agreement of Seller enforceable against Seller in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, or similar laws affecting the Xxxx enforcement of Sale creditors’ rights generally and any related agreements to which it will be a party rules and its consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action of Sellerlaws concerning equitable remedies.

Authorization; Binding Effect. (a) Seller has all requisite corporate power and authority to sell the Purchased Assets and enter into execute and deliver this Agreement, Agreement and such other documents as required to consummate the Xxxx of Sale and any related agreements to which it will be a party Acquisition and to perform its obligations hereunder under this Agreement and thereundersuch other documents as required to consummate the Acquisition. The execution and delivery by Seller of this Agreement, the Xxxx of Sale and any related agreements to which it will be a party and its consummation As of the transactions contemplated hereby and thereby have Closing Date, this Agreement has been duly authorized executed and delivered by all necessary corporate action of Seller.

Authorization; Binding Effect. (a) Each Seller has all requisite corporate power and authority to sell the Purchased Assets and enter into execute, perform and deliver this AgreementAgreement and each other agreement, document, or instrument or certificate contemplated by this Agreement or otherwise to be executed by such Seller in connection with the Xxxx of Sale and any related agreements to which it will be a party and to perform its obligations hereunder and thereunder. The execution and delivery by Seller of this Agreement, the Xxxx of Sale and any related agreements to which it will be a party and its consummation of the transactions contemplated by this Agreement (the "Seller Documents") and to effect and consummate the transactions contemplated hereby and thereby thereby, and the execution, delivery and performance of this Agreement and the Seller Documents have been duly authorized by all necessary requisite corporate action of Selleraction.

Authorization; Binding Effect. (a) (i) Seller has all requisite corporate power and authority to sell the Purchased Assets and enter into execute and deliver this Agreement, Agreement and the Xxxx of Sale and any related agreements Collateral Agreements to which it will be a party and to perform its obligations hereunder effect the transactions contemplated hereby and thereunder. The execution thereby, and the execution, delivery by Seller and performance of this Agreement, Agreement and the Xxxx of Sale and any related agreements Collateral Agreements to which it will be a party and its consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary requisite corporate action and does not require the approval of Seller’s stockholders.

Authorization; Binding Effect. (a) Each Seller has all requisite corporate power and authority to sell the Purchased Assets and enter into execute, perform and deliver this AgreementAgreement and each other agreement, document, or instrument or certificate contemplated by this Agreement or otherwise to be executed by such Seller in connection with the Xxxx of Sale and any related agreements to which it will be a party and to perform its obligations hereunder and thereunder. The execution and delivery by Seller of this Agreement, the Xxxx of Sale and any related agreements to which it will be a party and its consummation of the transactions contemplated by this Agreement (the “Seller Documents”) and to effect and consummate the transactions contemplated hereby and thereby thereby, and the execution, delivery and performance of this Agreement and the Seller Documents have been duly authorized by all necessary requisite corporate action of Selleraction.

Authorization; Binding Effect. (a) 8.2.1 Seller has all requisite corporate power and authority to sell execute this Agreement and the Purchased Assets and enter into and deliver this Agreement, the Xxxx of Sale and any related agreements Ancillary Agreements to which it Seller will be a party party, and to perform its obligations hereunder and thereunder. The execution and delivery by Seller of this Agreement, the Xxxx of Sale and any related agreements to which it will be a party and its consummation of consummate the transactions contemplated hereby and thereby have thereby. The execution of this Agreement and the Ancillary Agreements to which Seller will be a party has been or will be duly authorized by all necessary requisite corporate action of Selleraction.

Authorization; Binding Effect. (a) (i) Seller has all requisite corporate power and authority to sell the Purchased Assets and enter into execute, perform and deliver this Agreement, Agreement and the Xxxx of Sale and any related agreements Collateral Agreements to which it will be a party and to perform its obligations hereunder effect and thereunder. The execution consummate the transactions contemplated hereby and thereby, and the execution, delivery by Seller and performance of this Agreement, Agreement and the Xxxx of Sale and any related agreements Collateral Agreements to which it will be a party and its consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary requisite corporate action of Selleraction.

Authorization; Binding Effect. (a) Seller has all requisite corporate power and authority to sell execute, deliver and perform this Agreement and the Purchased Assets and enter into and deliver this Agreement, the Xxxx of Sale and any related agreements Collateral Agreements to which it will be a party and to perform its obligations hereunder effect the transactions contemplated hereby and thereunder. The execution thereby, and the execution, delivery by Seller and performance of this Agreement, Agreement and the Xxxx of Sale and any related agreements Collateral Agreements to which it will be a party and its consummation of the transactions contemplated hereby and thereby have has been duly authorized by all necessary corporate action of Sellerrequisite company action.