Common use of Corporate Authority and Binding Obligation Clause in Contracts

Corporate Authority and Binding Obligation. The Vendor has good right, full corporate power and absolute authority to enter into this Agreement and to sell, assign and transfer the Purchased Assets to the Purchaser in the manner contemplated herein and to perform all of the Vendor's obligations under this Agreement. The Vendor and its shareholders and board of directors have taken all necessary or desirable actions, steps and corporate and other proceedings to approve or authorize, validly and effectively, the entering into of, and the execution, delivery and performance of, this Agreement and the sale and transfer of the Purchased Assets by the Vendor to the Purchaser. This Agreement is a legal, valid and binding obligation of the Vendor, enforceable against it in accordance with its terms.

Corporate Authority and Binding Obligation. The Vendor has Vendors have good right, full corporate power and absolute authority to enter into this Agreement agreement and to sell, assign and transfer the Purchased Assets Shares to the Purchaser in the manner contemplated herein and to perform all of the Vendor's Vendors' obligations under this Agreementagreement. The Vendor Each of the Corporation and its their respective shareholders and board boards of directors have taken all necessary or desirable actions, steps and corporate and other proceedings to approve or authorize, validly and effectively, the entering into of, and the execution, delivery and performance of, this Agreement agreement and the sale and transfer of the Purchased Assets Shares by the Vendor to the Purchaser. This Agreement agreement is a legal, valid and binding obligation of the Vendor, Vendors and enforceable against it the Vendors in accordance with its terms.terms subject to:

Corporate Authority and Binding Obligation. The Vendor has good right, full corporate power and absolute authority to enter into this Agreement and to sell, assign and transfer the Purchased Assets to the Purchaser in the manner contemplated herein and to perform all of the Vendor's obligations under this Agreement. The Except with respect to those consents identified on Schedule 3.1.2 which are not obtained by the Closing, the Vendor and its shareholders and board of directors have taken all necessary or desirable actions, steps and corporate and other proceedings to approve or authorize, validly and effectively, the entering into of, and the execution, delivery and performance of, this Agreement and the sale and transfer of the Purchased Assets by the Vendor to the Purchaser. This Agreement is a legal, valid and binding obligation of the Vendor, enforceable against it in accordance with its terms.