Common use of Authorization; Binding Obligation Clause in Contracts

Authorization; Binding Obligation. Such Seller has the power and authority to make, execute, deliver and perform this Agreement and all of the transactions contemplated hereunder, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. This Agreement constitutes the legal, valid and binding obligation of such Seller enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and by the availability of equitable remedies.

Appears in 2 contracts

Samples: Loan and Servicing Agreement (SNAP-ON Inc), Receivables Sale Agreement (SNAP-ON Inc)

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Authorization; Binding Obligation. Such The Seller has the power and authority to make, execute, deliver and perform this Agreement and all of the transactions contemplated hereunder, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. This Agreement constitutes the legal, valid and binding obligation of such the Seller enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and by the availability of equitable remedies.

Appears in 2 contracts

Samples: Receivables Sale Agreement (Harley Davidson Inc), Receivables Sale Agreement (Harley Davidson Inc)

Authorization; Binding Obligation. Such Seller This Agreement has the power been duly executed and authority to make, execute, deliver and perform this Agreement and all of the transactions contemplated hereunderdelivered by Seller, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. This Agreement constitutes the legal, valid and legally binding obligation obligations of such Seller Seller, enforceable against them in accordance with its terms, ; except as enforcement of such terms may be limited by applicable bankruptcy, insolvency or similar insolvency, reorganization, moratorium, fraudulent conveyance, and other laws of general application affecting the enforcement of creditors’ rights generally and generally, as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

Appears in 1 contract

Samples: Acquisition Agreement (C Cor Net Corp)

Authorization; Binding Obligation. Such The execution and delivery by Seller has the power and authority to make, execute, deliver and perform of this Agreement and all of the documents and instruments required hereby and the consummation of the transactions contemplated hereunder, hereby and has taken thereby have been duly authorized by all necessary corporate requisite action to authorize on the execution, delivery and performance part of this AgreementSeller. This Agreement constitutes and each of the legal, other documents and instruments required hereby have been fully executed and delivered by Seller and constitute the valid and binding obligation obligations of such Seller, enforceable against Seller enforceable in accordance with its their respective terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and by the availability of equitable remedies.

Appears in 1 contract

Samples: Asset Purchase Agreement (Quiznos Corp)

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Authorization; Binding Obligation. Such Seller has the power and authority to make, execute, deliver and perform this Agreement and all of the transactions contemplated hereunder, and has taken all necessary corporate action to authorize the The execution, delivery delivery, and performance of this Agreement have been duly authorized and approved by the managers and members of Seller. Each of the Selling Members has the absolute and unrestricted right, power, and capacity to enter into and to perform his/her obligations under this Agreement. This Agreement constitutes the a legal, valid valid, and binding obligation of such the Seller and each of the Selling Members, enforceable against the Seller and each of the Selling Members in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and by the availability of equitable remedies.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cypost Corp)

Authorization; Binding Obligation. Such Seller This Agreement has the power been duly executed and authority to make, execute, deliver and perform this Agreement and all of the transactions contemplated hereunderdelivered by Seller, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. This Agreement constitutes the legal, valid and legally binding obligation obligations of such Seller Seller, enforceable against it in accordance with its terms, ; except as enforcement of such terms may be limited by applicable bankruptcy, insolvency or similar insolvency, reorganization, moratorium, fraudulent conveyance, and other laws of general application affecting the enforcement of creditors’ rights generally and generally, as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

Appears in 1 contract

Samples: Acquisition Agreement (C-Cor Inc)

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