Common use of Authority; No Breach By Agreement Clause in Contracts

Authority; No Breach By Agreement. (a) Buyer has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of Buyer. Assuming the due authorization, execution and delivery by Target, this Agreement represents a legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought).

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (WSFS Financial Corp), Agreement and Plan of Reorganization (Banctrust Financial Group Inc), Agreement and Plan (Banctrust Financial Group Inc)

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Authority; No Breach By Agreement. (a) Buyer Purchaser has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and the Transaction Documents and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery delivery, and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated herein, including the Merger, herein and therein have been duly and validly authorized by all necessary corporate action in respect thereof on the part of BuyerPurchaser. Assuming This Agreement and each of the due authorization, execution and delivery by Target, this Agreement Transaction Documents represents a legal, valid, and binding obligation obligations of BuyerPurchaser, enforceable against Buyer it in accordance with its their respective terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought).

Appears in 2 contracts

Samples: Purchase Agreement (Systems & Computer Technology Corp), Purchase Agreement (Indus International Inc)

Authority; No Breach By Agreement. (a) Buyer Purchaser has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized and adopted by all necessary corporate action in respect thereof on the part of BuyerPurchaser, including, without limitation, the approval thereof by CGW. Assuming the due authorization, execution and delivery by Target, this This Agreement represents a legal, valid, and binding obligation of BuyerPurchaser, enforceable against Buyer Purchaser in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ahl Services Inc)

Authority; No Breach By Agreement. (a) Buyer Lowe's has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of BuyerLowe's. Assuming the due authorization, execution and delivery by Target, this This Agreement represents a legal, valid, and binding obligation of BuyerLowe's, enforceable against Buyer Lowe's in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Eagle Hardware & Garden Inc/Wa/)

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Authority; No Breach By Agreement. (a) The Buyer has the corporate requisite power and authority necessary to execute, Sign and deliver this Agreement and the other Transaction Documents to which it is a party and to perform its obligations under this Agreement hereunder and to consummate thereunder, and the transactions contemplated hereby. The executionSigning, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, other Transaction Documents to which it is a party have been duly and validly authorized by all necessary corporate action in respect thereof on the part of the Buyer. Assuming This Agreement and the due authorization, execution other Transaction Documents to which it is a party have been duly Signed and delivery delivered by Target, this Agreement represents a the Buyer and constitute the legal, valid, valid and binding obligation of the Buyer, enforceable against Buyer in accordance with its their respective terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, moratorium or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought).

Appears in 1 contract

Samples: Transaction Agreement (Titanium Healthcare, Inc.)

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