Common use of Authorization; Valid and Binding Agreement Clause in Contracts

Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Buyer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action on the part of Buyer and no other proceedings on Buyer’s part are necessary to authorize the execution, delivery or performance of this Agreement. Assuming that this Agreement is a valid and binding obligation of the other parties hereto, this Agreement constitutes a valid and binding obligation of Buyer, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium laws, other similar laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Appears in 1 contract

Samples: Securities Purchase Agreement (Walgreens Boots Alliance, Inc.)

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Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement and each other Transaction Document to which Seller is a party by Buyer Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite action on the part of Buyer Seller, and no other proceedings on BuyerSeller’s part are necessary to authorize the execution, delivery or performance of this Agreement. Assuming that this Agreement or any other Transaction Document to which Seller is a valid and binding obligation of the other parties hereto, this party. This Agreement constitutes a valid and binding obligation of BuyerSeller, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, reorganization or moratorium lawsLaws, other similar laws Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (GPB Holdings II, LP)

Authorization; Valid and Binding Agreement. The With respect to each Seller that is not a natural person, the execution, delivery and performance of this Agreement by Buyer such Seller and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action on the part of Buyer such Seller, and no other proceedings on Buyersuch Seller’s part are necessary to authorize the execution, delivery or performance of this Agreement. Assuming that this Agreement is a valid and binding obligation of the other parties heretoBuyer, this Agreement constitutes a valid and binding obligation of Buyersuch Seller, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium laws, other similar laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Appears in 1 contract

Samples: Securities Purchase Agreement (Walgreens Boots Alliance, Inc.)

Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Buyer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action on the part of Buyer Buyer, and no other proceedings on Buyer’s part are necessary to authorize the execution, delivery or performance of this Agreement. Assuming that this Agreement is a valid and binding obligation of the other parties heretoSellers, this Agreement constitutes a valid and binding obligation of Buyer, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium lawsLaws, other similar laws Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Appears in 1 contract

Samples: Stock Purchase Agreement

Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Buyer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action on the part of Buyer Buyer, and no other proceedings on Buyer’s 's part are necessary to authorize the execution, delivery or performance of this Agreement. Assuming that this Agreement is a valid and binding obligation of Seller and the other parties heretoCompany, this Agreement constitutes a valid and binding obligation of Buyer, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium lawsLaws, other similar laws Laws affecting creditors' rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Appears in 1 contract

Samples: Stock Purchase Agreement (Lci Industries)

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Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Buyer Seller and each of the additional agreements contemplated hereby, and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite action on the part of Buyer action, and no other proceedings on Buyer’s its part are necessary to authorize the execution, delivery or performance of this Agreement. Assuming This Agreement has been duly executed and delivered by Seller and assuming that this Agreement is a valid and binding obligation of the other parties heretoSeller Blocker and the Purchaser, this Agreement constitutes a valid and binding obligation of BuyerSeller, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium bankruptcy laws, other similar laws affecting creditors’ rights and general principles of equity affecting effecting the availability of specific performance and other equitable remedies.

Appears in 1 contract

Samples: Stock Purchase Agreement (R1 RCM Inc.)

Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Buyer Seller and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action on the part of Buyer Seller, and no other proceedings on Buyer’s Seller's part are necessary to authorize the execution, delivery or performance of this Agreement. Assuming that this Agreement is a valid and binding obligation of Buyer and the other parties heretoCompany, this Agreement constitutes a valid and binding obligation of BuyerSeller, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium lawsLaws, other similar laws Laws affecting creditors' rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Appears in 1 contract

Samples: Stock Purchase Agreement (Lci Industries)

Authorization; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Buyer Seller and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action on the part of Buyer Seller, and no other proceedings on BuyerSeller’s part are necessary to authorize the execution, delivery or performance of this Agreement. Assuming that this Agreement is a valid and binding obligation of the other parties heretoBuyer, this Agreement constitutes a valid and binding obligation of BuyerSeller, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, reorganization or moratorium lawsLaws, other similar laws Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Appears in 1 contract

Samples: Stock Purchase Agreement

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