Common use of Authority; Enforceability; Noncontravention Clause in Contracts

Authority; Enforceability; Noncontravention. (a) Each of NS, AGS and their respective Subsidiaries, as the case may be, has full power and authority to enter into, execute and deliver this Agreement, each of the Ancillary Agreements and the Company Agreement to which it is a party and perform its obligations hereunder and thereunder. This Agreement has been, and each of the Ancillary Agreements and the Company Agreement will be, duly authorized by all necessary action of each of NS, AGS and their respective Subsidiaries, as the case may be. This Agreement has been and each of the Ancillary Agreements and the Company Agreement will be, duly executed and delivered by each of NS, NSR and AGS, as the case may be, and, assuming it is duly executed and delivered by KCS and the Company, as applicable, constitutes or will constitute a valid and legally binding obligation of each of NS, AGS and their respective Subsidiaries, as the case may be, enforceable against them in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar Laws relating to or affecting creditors’ rights generally, and to the availability of equitable remedies.

Appears in 1 contract

Samples: Transaction Agreement (Kansas City Southern)

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Authority; Enforceability; Noncontravention. (a) Each of NS, AGS and their respective Subsidiaries, as the case may be, has full power and authority to enter into, execute and deliver this Agreement, each of the Ancillary Agreements and the Company Agreement to which it is a party and perform its obligations hereunder and thereunder. This Agreement has been, and each of the Ancillary Agreements and the Company Agreement will be, duly authorized by all necessary action of each of NS, AGS and their respective Subsidiaries, as the case may be. This Agreement has been and each of the Ancillary Agreements and the Company Agreement will be, duly executed and delivered by each of NS, NSR and AGS, as the case may be, and, assuming it is duly executed and delivered by KCS and the Company, as applicable, constitutes or will constitute a valid and legally binding obligation of each of NS, AGS and their respective Subsidiaries, as the case may be, enforceable against them in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar Laws relating to or affecting creditors' rights generally, and to the availability of equitable remedies.

Appears in 1 contract

Samples: Transaction Agreement (Norfolk Southern Corp)

Authority; Enforceability; Noncontravention. (a) Each of NSKCS, AGS KCSR and their respective Subsidiaries, as the case may be, has full power and authority to enter into, execute and deliver this Agreement, each of the Ancillary Agreements and the Company Agreement to which it is a party and perform its obligations hereunder and thereunder. This Agreement has been, and each of the Ancillary Agreements and the Company Agreement will be, duly authorized by all necessary action of each of NSKCS, AGS KCSR and their respective Subsidiaries, as the case may be. This Agreement has been been, and each of the Ancillary Agreements and the Company Agreement will be, duly executed and delivered by each of NSKCS, NSR KCSR and AGStheir respective Subsidiaries, as the case may be, and, assuming it is duly executed their due execution and delivered delivery by KCS and the Company, as applicableother party or parties hereto or thereto, constitutes or will constitute a valid and legally binding obligation of each of NSKCS, AGS KCSR and their respective Subsidiaries, as the case may be, respectively, enforceable against them in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar Laws relating to or affecting creditors’ rights generally, and to the availability of equitable remedies.

Appears in 1 contract

Samples: Transaction Agreement (Kansas City Southern)

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Authority; Enforceability; Noncontravention. (a) Each of NSKCS, AGS KCSR and their respective Subsidiaries, as the case may be, has full power and authority to enter into, execute and deliver this Agreement, each of the Ancillary Agreements and the Company Agreement to which it is a party and perform its obligations hereunder and thereunder. This Agreement has been, and each of the Ancillary Agreements and the Company Agreement will be, duly authorized by all necessary action of each of NSKCS, AGS KCSR and their respective Subsidiaries, as the case may be. This Agreement has been been, and each of the Ancillary Agreements and the Company Agreement will be, duly executed and delivered by each of NSKCS, NSR KCSR and AGStheir respective Subsidiaries, as the case may be, and, assuming it is duly executed their due execution and delivered delivery by KCS and the Company, as applicableother party or parties hereto or thereto, constitutes or will constitute a valid and legally binding obligation of each of NSKCS, AGS KCSR and their respective Subsidiaries, as the case may be, respectively, enforceable against them in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar Laws relating to or affecting creditors' rights generally, and to the availability of equitable remedies.

Appears in 1 contract

Samples: Transaction Agreement (Norfolk Southern Corp)

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