Authority and Binding Effect. The Buyer has the corporate power and authority to execute, deliver and perform this Agreement and has taken all actions necessary to secure all approvals required in connection therewith. The execution, delivery and performance of this Agreement by the Buyer has been duly authorized by all necessary corporation action. This Agreement constitutes the legal, valid and binding obligation of the Buyer, enforceable against it in accordance with its terms.
Authority and Binding Effect. The Parties represent and warrant that they have all necessary power and authority to execute and perform the Agreement, and the Agreement is a legal, valid and binding agreement, enforceable against each party in accordance with its terms.
Authority and Binding Effect. (a) Seller has the full power and authority to execute and deliver this Agreement and the ancillary agreements to which it will be a party. This Agreement and the ancillary agreements, and the consummation by Seller of its respective obligations contained herein and therein, have been duly authorized by all necessary actions of Seller and such Agreements have been duly executed and delivered by Seller.
Authority and Binding Effect. The execution and delivery of this Agreement and the performance by the Purchaser of its obligations hereunder have been duly authorized by all necessary corporate action. This Agreement constitutes the legal, valid and binding agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms.
Authority and Binding Effect. Each of the undersigned do hereby warrant and represent that they have been duly authorized to enter to this Agreement on behalf of their respective companies.
Authority and Binding Effect. Eton has the full corporate power and authority to execute and deliver this Agreement. This Agreement and the consummation by Eton of its obligations contained herein and therein, have been duly authorized by all necessary corporate actions of Eton, and this Agreement has been duly executed and delivered by Eton. This Agreement is a valid and binding agreement of Eton’s, enforceable against Eton in accordance with its terms.
Authority and Binding Effect. Seller has all requisite legal and other power and capacity, and has taken all requisite action, to execute and deliver this Agreement and to carry out and perform all of Seller's obligations under this Agreement and this Agreement constitutes the legal, valid and binding obligation of Seller, enforceable in accordance with its terms except as limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors rights generally and as limited by equitable principles generally.
Authority and Binding Effect. Each of the Borrower and the other Loan Parties has all requisite power and authority, corporate and otherwise, to own, lease, encumber and operate its properties and assets and to carry on its business as now being conducted and to enter into and to perform its obligations under this Agreement, the Notes and the other Loan Documents to which it is a party and to fulfill its obligations set forth herein and therein. The execution, delivery and performance of this Agreement, the borrowings hereunder and the execution and delivery of the Notes, the Applications and the other Loan Documents to which the Borrower or any other Loan Party is a party have been duly authorized by all requisite corporate action and will not violate or constitute a default under any Requirement of Law, or of any indenture, note, loan or credit agreement, license or any other agreement, lease or instrument to which the Parent or any of its Subsidiaries is a party or by which the Parent or any of its Subsidiaries or any of its or their Properties are bound. This Agreement and the other Loan Documents have each been duly executed and delivered by each Loan Party party thereto. This Agreement constitutes, and the Notes and other Loan Documents issued or to be issued hereunder, when executed and delivered pursuant hereto, will constitute, the authorized, valid and legally binding obligations of the Borrower or other Loan Party party thereto enforceable in accordance with their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws or equitable principles from time to time in effect relating to or affecting the rights of creditors generally.
Authority and Binding Effect. Seller has all the necessary corporate power and authority to enter into, and perform its obligations under, this Agreement, the Xxxx of Sale, the Indemnification Agreement (as defined below) and the Transition Services Agreement (as defined below) (collectively with this Agreement, “Transaction Documents”). The Transaction Documents and the performance by Seller of its obligations therein have been duly authorized by all necessary corporate action of Seller. This Agreement has been duly executed and delivered, and upon execution and delivery of the other Transaction Documents, by Seller the same will constitute the valid and binding agreements of Seller, each enforceable against Seller in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ rights, and (ii) general principles of equity (regardless of whether any such agreement is sought to be enforced in a proceeding at law or in equity). No other action is required to be taken by Seller, nor is it necessary for Seller to obtain any action, approval or consent by or from any third persons, governmental or other entities, to enable Seller to enter into or perform Seller’s obligations under the Transaction Documents, except those consents of third parties to the assignment and assumption of the Assumed Contracts as identified in Section 4.2 of the Disclosure Schedule or as otherwise disclosed or obtained in connection herewith.
Authority and Binding Effect. Buyer has all requisite legal and corporate or other power and capacity, and has taken all requisite corporate or other action, to execute and deliver this Agreement and to carry out and perform all of its obligations under this Agreement and this Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable in accordance with its terms except as limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors rights generally and as limited by equitable principles generally.
