2Binding Agreement. This Agreement has been duly authorized, executed and delivered by Optionee and constitutes a legal, valid and binding obligation of Optionee enforceable against Optionee in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in an Action in equity or at law).
2Binding Agreement. This Agreement and all other Transaction Documents to which the Company is or will become a party is and will constitute the valid and legally binding obligations of the Company, and is and will be enforceable against the Company in accordance with the respective terms hereof or thereof, except as enforceability may be restricted, limited or delayed by applicable bankruptcy or other Laws affecting creditors’ rights generally and except as enforceability may be subject to general principles of equity.
2Binding Agreement. All necessary action on the part of Seller has been taken to authorize the execution and delivery of this Agreement, the performance of its obligations under this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been, and the other documents and instruments required to be delivered by Seller in accordance with the provisions hereof at the Closing have been, or will be, duly and validly executed and delivered by Seller, and upon execution and delivery thereof by Seller, will constitute the valid and binding agreement and obligations of Seller, enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ rights generally and to general principles of equity (regardless of whether such enforceability is considered in any proceeding in equity or at law), including the availability of injunctive relief.
2Binding Agreement. All necessary company action on the part of PGE has been taken to authorize the execution and delivery of this Agreement, the performance of its obligations under this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been, and the other documents and instruments required to be delivered by PGE in accordance with the provisions hereof have been, or will be, duly and validly executed and delivered by PGE, and upon execution and delivery thereof by PGE, will constitute the valid and binding agreement and obligations of PGE, enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ rights generally and to general principles of equity (regardless of whether such enforceability is considered in any proceeding in equity or at law), including the availability of injunctive relief.
2Binding Agreement. This Agreement constitutes the legal, valid and binding obligation of Parent and Purchaser, and assuming due authorization, execution and delivery by each Stockholder, is enforceable against them in accordance with its terms, subject to (a) laws of general application relating to bankruptcy, insolvency and the relief of debtors and (b) rules of law governing specific performance, injunctive relief and other equitable remedies.
2Binding Agreement. This Agreement has been duly and validly executed and delivered by Sponsor and, assuming the due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes, or when delivered shall constitute, the valid and binding obligation of Sponsor, enforceable against Sponsor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting creditor’s rights generally and to general principles of equity (collectively, the “Enforceability Exceptions”).
2Binding Agreement. This Agreement has been or shall be when delivered, duly and validly executed and delivered by such Company Stockholder and, assuming the due authorization, execution and delivery of this Agreement by the other parties hereto, constitutes, or when delivered shall constitute, the valid and binding obligation of Sponsor, enforceable against such Company Stockholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting creditor’s rights generally and to general principles of equity (collectively, the “Enforceability Exceptions”).
2Binding Agreement. This Agreement is not binding on the Parties until it has been signed below on behalf of each Party. It is then effective as of the Original Effective Date.
2Binding Agreement. This Agreement is personal to Employee and Employee may not assign or delegate any part of Employee's rights or duties hereunder to any other person, except that this Agreement shall inure to the benefit of and be enforceable by Employee's legal representatives, executors, administrators, heirs and beneficiaries.
