Common use of Authorization and Enforceability Clause in Contracts

Authorization and Enforceability. This Agreement has been duly authorized, executed and delivered by the Seller and constitutes the valid and binding obligation of the Seller, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights of creditors generally and by equitable principles.

Appears in 8 contracts

Samples: Note and Warrant Purchase Agreement (Caravelle International Group), Warrant Purchase Agreement (BIMI International Medical Inc.), Warrant Purchase Agreement (Bit Brother LTD)

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Authorization and Enforceability. The execution, delivery and performance of this Agreement and the transactions contemplated hereby have been duly and validly authorized by all requisite actions of the Seller. This Agreement has been duly authorized, executed and delivered by the Seller and constitutes the legal, valid and binding obligation of the Seller, Seller and is enforceable in accordance with its terms, except as enforceability may be limited by subject, however, to the effects of bankruptcy, insolvency, fraudulent transferreorganization, moratorium or and other similar laws relating to or affecting for the rights protection of creditors generally and by equitable principlesgenerally, as well as to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Petro River Oil Corp.), Securities Purchase Agreement (Petro River Oil Corp.), Stock Purchase Agreement (El Paso Production Holding Co)

Authorization and Enforceability. This Agreement has been duly authorized, executed and delivered by Purchaser and, assuming the Seller due authorization, execution and constitutes delivery by Seller, is the legal, valid and binding obligation of the SellerPurchaser, enforceable against Purchaser in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transferreorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights of creditors generally and by general equitable principles.

Appears in 3 contracts

Samples: Purchase Agreement (Ontario Teachers Pension Plan Board), Purchase Agreement (Samsonite Corp/Fl), Form of Purchase Agreement (Acof Management Lp)

Authorization and Enforceability. This Agreement has been duly authorized, -------------------------------- executed and delivered by the Seller and constitutes the legal, valid and binding obligation of the Seller, enforceable against him in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights of creditors generally and by equitable principles.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Equimed Inc), Stock Purchase Agreement (Equimed Inc), 31 Stock Purchase Agreement (Equimed Inc)

Authorization and Enforceability. The execution, delivery and performance of this Agreement and the Transaction have been duly and validly authorized by all requisite partnership action on behalf of Seller. This Agreement has been duly authorizedconstitutes Seller’s legal, executed and delivered by the Seller and constitutes the valid and binding obligation of the Sellerobligation, enforceable in accordance with its terms, except as enforceability may be limited by subject however, to the effects of bankruptcy, insolvency, fraudulent transferreorganization, moratorium or other and similar laws relating for the protection of creditors, as well as to general principles of equity, regardless whether such enforceability is considered in a proceeding in equity or affecting the rights of creditors generally and by equitable principlesat law.

Appears in 3 contracts

Samples: Purchase and Sale Agreement (Ultra Petroleum Corp), Purchase and Sale Agreement (Ultra Petroleum Corp), Purchase and Sale Agreement

Authorization and Enforceability. This Agreement has been duly authorized, executed and delivered by Seller and, assuming the Seller due authorization, execution and constitutes delivery by Seller, is the legal, valid and binding obligation of the Seller, enforceable against Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights of creditors generally and by equitable principles.

Appears in 3 contracts

Samples: Purchase Agreement (Ontario Teachers Pension Plan Board), Purchase Agreement (Acof Management Lp), Purchase Agreement (Samsonite Corp/Fl)

Authorization and Enforceability. This Agreement has been duly authorized, executed and delivered by Seller and, assuming the Seller due authorization, execution and constitutes delivery by Purchaser, is the legal, valid and binding obligation of the Seller, enforceable against Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights of creditors generally and by equitable principles.

Appears in 3 contracts

Samples: Purchase Agreement (Ontario Teachers Pension Plan Board), Purchase Agreement (Acof Management Lp), Purchase Agreement (Samsonite Corp/Fl)

Authorization and Enforceability. This Agreement has been duly authorized, executed and delivered by Seller and, assuming the Seller due authorization, execution and constitutes delivery by Purchaser, is the legal, valid and binding obligation of the Seller, enforceable against Seller in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transferreorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights of creditors generally and by general equitable principles.

Appears in 3 contracts

Samples: Purchase Agreement (Samsonite Corp/Fl), Purchase Agreement (Ontario Teachers Pension Plan Board), Form of Purchase Agreement (Acof Management Lp)

Authorization and Enforceability. This Agreement has been duly authorized, executed and delivered by the Seller Buyer and constitutes the valid and binding obligation of the SellerBuyer, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights of creditors generally and by equitable principles.

Appears in 3 contracts

Samples: Warrant Purchase Agreement (BIMI International Medical Inc.), Warrant Purchase Agreement (Bit Brother LTD), Warrant Purchase Agreement (Singularity Future Technology Ltd.)

Authorization and Enforceability. This Agreement has been is duly authorizedauthorized by all required corporate actions of Seller, executed and delivered by the Seller and constitutes the Seller's legal, valid and binding obligation of the Sellerobligation, enforceable in accordance with its terms, except as enforceability may be limited by subject, however, to the effects of bankruptcy, insolvency, fraudulent transferreorganization, moratorium and other laws for the protection of creditors, as well as to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or other similar laws relating to or affecting the rights of creditors generally and by equitable principlesat law.

Appears in 2 contracts

Samples: Restatement of Lease Acquisition Agreement, Amendment and Restatement of Lease Acquisition Agreement (Mainland Resources Inc.)

Authorization and Enforceability. This Agreement has been duly authorized, executed executed, and delivered by Seller, and, to the Seller and best of Seller's knowledge, constitutes the valid legal, valid, and binding obligation of the Seller, Seller and is enforceable against Seller in accordance with its terms, except as to the extent such enforceability may be limited by bankruptcy, reorganization, insolvency, fraudulent transfer, moratorium or other similar laws relating to or affecting of general applicability governing the enforcement of the rights of creditors generally and or by equitable principlesthe general principles of equity (regardless of whether considered in a proceeding at law or in equity).

Appears in 2 contracts

Samples: Asset Purchase Agreement (NHP Retirement Housing Partners I LTD Partnership), Asset Purchase Agreement (Capital Senior Living Corp)

Authorization and Enforceability. This Agreement has been is duly authorized, executed and delivered by the Seller validly authorized and constitutes the legal, valid and binding obligation of the Seller, enforceable in accordance with its terms, except as enforceability may be limited by subject, however, to the effects of bankruptcy, insolvency, fraudulent transferreorganization, moratorium and other laws for the protection of creditors, as well as to general principles of equity, regardless whether such enforceability is considered in a proceeding in equity or other similar laws relating to or affecting the rights of creditors generally and by equitable principlesat law.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Western Gas Partners LP), Purchase and Sale Agreement (Synergy Resources Corp)

Authorization and Enforceability. The execution, delivery and performance of this Agreement and the Transaction have been duly and validly authorized by all requisite action on Seller’s part. This Agreement has been duly authorizedconstitutes Seller’s legal, executed and delivered by the Seller and constitutes the valid and binding obligation of the Sellerobligation, enforceable in accordance with its terms, except as enforceability may be limited by subject, however, to the effects of bankruptcy, insolvency, fraudulent transferreorganization, moratorium or other and similar laws relating for the protection of creditors, as well as to general principles of equity, regardless whether such enforceability is considered in a proceeding in equity or affecting the rights of creditors generally and by equitable principlesat law.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Teton Energy Corp), Purchase and Sale Agreement (PetroHunter Energy Corp)

Authorization and Enforceability. The execution, delivery and performance of this Agreement and the transactions contemplated hereby have been duly and validly authorized by all requisite action on Seller’s part. This Agreement has been duly authorizedconstitutes Seller’s legal, executed and delivered by the Seller and constitutes the valid and binding obligation of the Sellerobligation, enforceable in accordance with its terms, except as enforceability may be limited by subject, however, to the effects of bankruptcy, insolvency, fraudulent transferreorganization, moratorium and other laws for the protection of creditors, as well as to general principles of equity, regardless whether such enforceability is considered in a proceeding in equity or other similar laws relating to or affecting the rights of creditors generally and by equitable principlesat law.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Rio Vista Energy Partners Lp), Asset Purchase Agreement (Penn Octane Corp)

Authorization and Enforceability. The execution, delivery and performance of this Agreement and the Transaction have been duly and validly authorized by all requisite corporate action on behalf of Seller. This Agreement has been duly authorizedconstitutes Seller’s legal, executed and delivered by the Seller and constitutes the valid and binding obligation of the Sellerobligation, enforceable in accordance with its terms, except as enforceability may be limited by subject however, to the effects of bankruptcy, insolvency, fraudulent transferreorganization, moratorium or other and similar laws relating for the protection of creditors, as well as to general principles of equity, regardless whether such enforceability is considered in a proceeding in equity or affecting the rights of creditors generally and by equitable principlesat law.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Ultra Petroleum Corp), Purchase and Sale Agreement (CorEnergy Infrastructure Trust, Inc.)

Authorization and Enforceability. This Agreement has been duly authorizedexecuted and delivered by, and when executed and delivered by Sellers shall constitute, the Seller and constitutes the legal, valid and binding obligation of the SellerSellers, enforceable against them in accordance with its their respective terms, except as enforceability may be limited by subject to bankruptcy, insolvency, fraudulent transferreorganization, moratorium and ]other laws now or other similar laws hereafter in effect relating to or affecting the rights of creditors generally creditors' rights, and by equitable principles.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Atlantic Express Transportation Corp), Stock Purchase Agreement (Atlantic Express Transportation Corp)

Authorization and Enforceability. The execution, delivery and performance of this Agreement and the Transaction have been duly and validly authorized by all requisite corporate action on behalf of Seller. This Agreement has been duly authorizedconstitutes Seller’s legal, executed and delivered by the Seller and constitutes the valid and binding obligation of the Sellerobligation, enforceable in accordance with its terms, except as enforceability may be limited by subject, however, to the effects of bankruptcy, insolvency, fraudulent transferreorganization, moratorium or other and similar laws relating for the protection of creditors, as well as to general principles of equity, regardless whether such enforceability is considered in a proceeding in equity or affecting the rights of creditors generally and by equitable principlesat law.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Energy XXI LTD), Purchase and Sale Agreement (CorEnergy Infrastructure Trust, Inc.)

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Authorization and Enforceability. The execution, delivery and performance of this Agreement and the transactions contemplated hereby are duly and validly authorized by all requisite corporate action on the part of Seller. This Agreement has been duly authorizedconstitutes, and the documents to be executed and delivered by the Seller and constitutes the at Closing will constitute, Seller's legal, valid and binding obligation of the Sellerobligations, enforceable in accordance with its their terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transferreorganization, moratorium or and other similar laws relating for the protection of creditors, as well as to or affecting the rights general principles of creditors generally and by equitable principlesequity.

Appears in 2 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Petroleum Development Corp)

Authorization and Enforceability. This The execution, delivery and performance of this Agreement has been duly authorizedauthorized by all necessary action on the part of each Seller, executed and delivered by the Seller and constitutes the a legal, valid and binding obligation of the each Seller, enforceable against each Seller in accordance with its terms, except as such enforceability may be limited by by: (i) applicable bankruptcy, insolvency, fraudulent transferreorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors' rights generally; and (ii) general principles of creditors generally and by equitable principlesequity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 2 contracts

Samples: Stock Purchase Agreement (Ultrapetrol Bahamas LTD), Stock Purchase Agreement (Ultrapetrol Bahamas LTD)

Authorization and Enforceability. This The execution, delivery and performance of this Agreement has been duly authorizedauthorized by all necessary action on the part of Seller, executed and delivered by the Seller and constitutes the a legal, valid and binding obligation of the Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by by: (i) applicable bankruptcy, insolvency, fraudulent transferreorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors' rights generally; and (ii) general principles of creditors generally and by equitable principlesequity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 2 contracts

Samples: Stock Purchase Agreement (Ultrapetrol Bahamas LTD), Stock Purchase Agreement (Ultrapetrol Bahamas LTD)

Authorization and Enforceability. This Agreement has been been, and each of the other Transaction Documents will be, duly authorized, executed and delivered authorized by the requisite corporate action on the part of Seller (assuming due authorization, execution and constitutes the delivery by each other party thereto) and constitute a valid and legally binding obligation agreement of the Seller, Seller enforceable in accordance with its terms, except as enforceability may be limited by subject to bankruptcy, insolvency, fraudulent transferreorganization, moratorium or and other similar laws Laws of general applicability relating to or affecting the creditors’ rights and to general equity principles (regardless of creditors generally and by equitable principleswhether enforcement is sought in a proceeding at Law or in equity).

Appears in 1 contract

Samples: Membership Unit Purchase Agreement (NovaBay Pharmaceuticals, Inc.)

Authorization and Enforceability. The execution, delivery and performance of this Agreement and the transactions contemplated hereby have been duly and validly authorized by all requisite action of the Seller. This Agreement has been duly authorized, executed and delivered by the Seller and constitutes the legal, valid and binding obligation of the Seller, is enforceable in accordance with its terms, except as enforceability may be limited by subject, however, to the effects of bankruptcy, insolvency, fraudulent transferreorganization, moratorium and other laws for the protection of creditors, as well as to general principles of equity, regardless whether such enforceability is considered in a proceeding in equity or other similar laws relating to or affecting the rights of creditors generally and by equitable principlesat law.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Teton Petroleum Co)

Authorization and Enforceability. This Agreement has been duly authorized, -------------------------------- executed and delivered by the such Seller and constitutes the a legal, valid and binding obligation of the Sellerthereof, enforceable against it in accordance with its terms, except as to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, moratorium reorganization or other similar laws relating to or affecting the enforcement of creditors' rights of creditors generally and or by general equitable principles.

Appears in 1 contract

Samples: Partnership Interest and Share Purchase Agreement (Trikon Technologies Inc)

Authorization and Enforceability. This Agreement has been duly authorized, executed and delivered by the Seller and constitutes the is a legal, valid and binding obligation of the Seller, enforceable against the Seller by the Purchaser in accordance with its terms, except as enforceability may be limited subject to any limitations imposed by bankruptcyLaw, insolvency, fraudulent transfer, moratorium and will not violate or other similar laws relating to or affecting conflict with the rights constating documents of creditors generally and by equitable principlesthe Seller.

Appears in 1 contract

Samples: Share Purchase Agreement (Telus Corp)

Authorization and Enforceability. This Agreement has been duly authorizedAgreement, when executed and delivered by the Seller and constitutes the such Seller, will constitute a valid and legally binding obligation of the such Seller, enforceable against each in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transferconveyance, moratorium or and other similar laws of general application affecting enforcement of creditor’s rights generally, and except as limited by laws relating to the availability of specific performance, injunctive relief, or affecting the rights of creditors generally and by other equitable principlesremedies.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Ipg Photonics Corp)

Authorization and Enforceability. The execution, delivery and performance of this Agreement and the Transaction have been duly and validly authorized by all requisite action on Seller's part. This Agreement has been duly authorizedconstitutes Seller's legal, executed and delivered by the Seller and constitutes the valid and binding obligation of the Sellerobligation, enforceable in accordance with its terms, except as enforceability may be limited by subject, however, to the effects of bankruptcy, insolvency, fraudulent transferreorganization, moratorium and other laws for the protection of creditors, as well as to general principles of equity, regardless whether such enforceability is considered in a proceeding in equity or other similar laws relating to or affecting the rights of creditors generally and by equitable principlesat law.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Bill Barrett Corp)

Authorization and Enforceability. This Agreement has been duly authorized, executed executed, and delivered by the Seller and Seller, constitutes the valid legal, valid, and binding obligation of the Seller, Seller and is enforceable against Seller in accordance with its terms, except as to the extent such enforceability may be limited by bankruptcy, reorganization, insolvency, fraudulent transfer, moratorium or other similar laws relating to or affecting of general applicability governing the enforcement of the rights of creditors generally and or by equitable principlesthe general principles of equity (regardless of whether considered in a proceeding at law or in equity).

Appears in 1 contract

Samples: Asset Purchase Agreement (Capital Senior Living Corp)

Authorization and Enforceability. The execution, delivery and performance of this Agreement and the Transaction have been duly and validly authorized by all requisite limited liability company action on Seller’s part. This Agreement has been duly authorizedconstitutes Seller’s legal, executed and delivered by the Seller and constitutes the valid and binding obligation of the Sellerobligation, enforceable in accordance with its terms, except as enforceability may be limited by subject, however, to the effects of bankruptcy, insolvency, fraudulent transferreorganization, moratorium and other laws for the protection of creditors, as well as to general principles of equity, regardless whether such enforceability is considered in a proceeding in equity or other similar laws relating to or affecting the rights of creditors generally and by equitable principlesat law.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Viking Energy Group, Inc.)

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