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Corporate Authority; Binding Nature of Agreement. Buyer and Merger Sub each has all requisite corporate power and authority to execute and deliver this Agreement, to carry out and perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Buyer and Merger Sub of this Agreement and the consummation of the transactions contemplated herein have been duly and validly authorized by their respective Boards of Directors. No further corporate authorization is necessary on the part of Buyer or Merger Sub to consummate the transactions contemplated hereby. Assuming this Agreement constitutes the valid and binding obligation of the other parties hereto, this Agreement, when executed and delivered by Buyer and Merger Sub, constitutes or will constitute the legal, valid and binding obligation of Buyer and Merger Sub, enforceable against Buyer and Merger Sub in accordance with its terms, subject to: # applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting enforcement of creditors’ rights generally; and # equitable defenses and to the discretion of the court before which any proceedings seeking the remedy of specific performance and injunctive and other forms of equitable relief may be brought.

Corporate Authority; Binding Nature

Authority for this Agreement. Each of Agreement. BuyerParent and Merger Sub each has all requisite corporateentity power and authority to execute andcomply with, execute, deliver this Agreement, to carry out and perform its obligations hereunderunder this Agreement and to consummate the transactions contemplated hereby. The execution,execution and delivery and performanceof this Agreement by BuyerParent and Merger Sub of this Agreement and the consummation of the transactions contemplated herein have been duly and validly authorized by their respective Boards of Directors. No further corporate authorization isall necessary entity action on the part of Buyer oreach of Parent and Merger Sub, and no other entity proceedings on the part of Parent and Merger Sub are necessary to consummate the transactions contemplated hereby. Assumingauthorize this Agreement. This Agreement constitutes the validhas been duly and binding obligation of the other parties hereto, this Agreement, whenvalidly executed and delivered by BuyerParent and Merger Sub,Sub and, assuming the due authorization, execution and delivery by the , constitutes or will constitute thea legal, valid and binding obligation of Buyereach of Parent and Merger Sub, enforceable against Buyereach of Parent and Merger Sub in accordance with its terms, subject to: # applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting enforcement of creditors’ rights generally; and # equitable defenses and to the discretion of the court before which any proceedings seeking the remedy of specific performanceBankruptcy, Equity and injunctive and other forms of equitable relief may be brought.Indemnity Exception.

Corporate Authority; Binding Nature

Authorization of Agreement. BuyerEach of Purchaser and Merger Sub each has allthe requisite corporate power and authority to execute and deliver this Agreement,Agreement and each other Transaction Agreement to carry outwhich it is a party, and subject to, in the case of the consummation of the Merger by Merger Sub, adoption of this Agreement by the consent of the sole stockholder of Merger Sub, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby.Transaction. The execution, delivery and performance by Buyereach of Purchaser and Merger Sub of this Agreementthe Transaction Agreements to which it is a party and the consummation of the transactions contemplated herein haveTransaction has been duly and validly authorized by their respective Boards of Directors. No furtherthe requisite corporate authorization is necessaryaction on the part of Buyer orPurchaser and Merger Sub to consummate the transactions contemplated hereby. Assuming this Agreement constitutes the valid and binding obligationSub. Each of the other parties hereto, this Agreement, whenTransaction Agreements to which it is a party has been or will be at or prior to the Closing, duly and validly executed and delivered by BuyerPurchaser and Merger Sub, constitutes orSub and (assuming the due authorization, execution and delivery by the other parties thereto) each of the Transaction Agreements, when so executed and delivered, will constituteconstitute, the legal, valid and binding obligationobligations of BuyerPurchaser and Merger Sub, enforceable against Buyer and Merger Subeach in accordance with its terms, subject to: #to applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting enforcement of creditors’ rights generally; and # equitable defenses and to the discretion of the court before which any proceedings seeking the remedy of specific performance and injunctive and other forms of equitable relief may be brought.Equitable Principles.

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