Common use of Authorization, Etc Clause in Contracts

Authorization, Etc. This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 154 contracts

Samples: Note Purchase Agreement (Union Electric Co), Note Purchase Agreement (Madison Gas & Electric Co), Note Purchase Agreement (Allete Inc)

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Authorization, Etc. This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (ia) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (iib) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 60 contracts

Samples: Note Purchase Agreement (Sensient Technologies Corp), Note Purchase Agreement, Private Shelf Agreement (Schneider National, Inc.)

Authorization, Etc. This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 33 contracts

Samples: Note Purchase Agreement (Marcus Corp), Note Purchase and Private Shelf Agreement (Mdu Resources Group Inc), Note Purchase Agreement (Great Plains Energy Inc)

Authorization, Etc. This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (ia) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and (iib) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 17 contracts

Samples: Note Purchase Agreement (Mine Safety Appliances Co), Note Purchase Agreement (MCG Capital Corp), Note Purchase Agreement (Schulman a Inc)

Authorization, Etc. This Agreement Agreement, the Other Agreements and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (ia) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and (iib) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 13 contracts

Samples: Note Purchase Agreement (Sonic Corp), Note Purchase Agreement (McGrath Rentcorp), Note Purchase Agreement (St Joe Co)

Authorization, Etc. This Agreement Agreement, the Other Agreements and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (ia) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (iib) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 12 contracts

Samples: Note Purchase Agreement (ENERPLUS Corp), Note Purchase Agreement (ENERPLUS Corp), Note Purchase Agreement (Pengrowth Energy Trust)

Authorization, Etc. This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each such Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 7 contracts

Samples: Note Purchase Agreement, Note Purchase Agreement (Stepan Co), Note Purchase Agreement (Stepan Co)

Authorization, Etc. This Agreement and the Notes each Note have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, constitute a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 5.

Appears in 5 contracts

Samples: Note Purchase Agreement, Note Purchase Agreement (Conifer Holdings, Inc.), Note Purchase Agreement (Conifer Holdings, Inc.)

Authorization, Etc. This Agreement and the Notes have has been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each hereof this Agreement and the Note Purchase Agreement, as amended hereby, will constitute, a constitute legal, valid and binding obligation obligations of the Company enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 5 contracts

Samples: Amendment Agreement (Cemex Sa De Cv), Note Purchase Agreement (MCG Capital Corp), Note Purchase Agreement (MCG Capital Corp)

Authorization, Etc. This Agreement and the Notes have has been duly authorized by all necessary corporate action on the part of the CompanyObligors. Each of this Agreement, the Note Purchase Agreement and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, the Notes constitutes a legal, valid and binding obligation of the Company enforceable Obligors, enforceable, in each case, against the Company such Obligor in accordance with its terms, except as such enforceability may be limited by by (ia) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and and (iib) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 4 contracts

Samples: Note Purchase Agreement (Aaron Rents Inc), Note Purchase Agreement (Aaron Rents Inc), Note Purchase Agreement (Aaron Rents Inc)

Authorization, Etc. This Agreement and the Notes have been duly authorized by all necessary corporate statutory trust action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 4 contracts

Samples: Master Note Purchase Agreement (BlackRock Private Credit Fund), Master Note Purchase Agreement (AG Twin Brook Capital Income Fund), Master Note Purchase Agreement (Blackstone Private Credit Fund)

Authorization, Etc. This Agreement and the Notes have been duly authorized au­thorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 4 contracts

Samples: Note Purchase Agreement, Note Purchase Agreement, Note Purchase Agreement

Authorization, Etc. This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company it in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 4 contracts

Samples: Private Shelf Agreement (Graybar Electric Co Inc), Private Shelf Agreement (Graybar Electric Co Inc), Private Shelf Agreement (Graybar Electric Co Inc)

Authorization, Etc. This Agreement and the Notes have been duly authorized by all necessary corporate legal action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (ia) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (iib) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 4 contracts

Samples: Note Purchase Agreement (Mid America Apartment Communities Inc), Note Purchase Agreement (Essex Property Trust Inc), Note Purchase Agreement (First Potomac Realty Trust)

Authorization, Etc. This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 3 contracts

Samples: Note Purchase Agreement (Ferrellgas Partners Finance Corp), Note Purchase Agreement (Ferrellgas Partners Finance Corp), Note Purchase Agreement (Washington Gas Light Co)

Authorization, Etc. (a) This Agreement and the Notes have been duly authorized by all necessary corporate legal action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 3 contracts

Samples: Note Purchase Agreement (Alliance Resource Partners Lp), Note Purchase Agreement (Alliance Holdings GP, L.P.), Note Purchase Agreement (Alliance Resource Partners Lp)

Authorization, Etc. This Agreement and the Other Agreements and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 3 contracts

Samples: Note Purchase Agreement (Oaktree Capital Group, LLC), Note Purchase Agreement (Oaktree Capital Group, LLC), Note Purchase Agreement (Oaktree Capital Group, LLC)

Authorization, Etc. This Agreement and the Notes have been duly authorized by all necessary corporate statutory trust action on the part of the Company, and this Agreement constitutes, and upon due execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 3 contracts

Samples: Master Note Purchase Agreement (Golub Capital Private Credit Fund), Master Note Purchase Agreement (T. Rowe Price OHA Select Private Credit Fund), Master Note Purchase Agreement (HPS Corporate Lending Fund)

Authorization, Etc. This Agreement and the Notes hereunder have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each such Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 3 contracts

Samples: Note Purchase Agreement (Medallion Financial Corp), Note Purchase Agreement (Medallion Financial Corp), Note Purchase Agreement (Medallion Financial Corp)

Authorization, Etc. This Agreement and the Notes have been duly authorized by all necessary corporate limited partnership action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 2 contracts

Samples: Note Purchase Agreement (Kilroy Realty, L.P.), Note Purchase Agreement (Kilroy Realty, L.P.)

Authorization, Etc. This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent transfer or conveyance, or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 2 contracts

Samples: Note Purchase Agreement (Hecla Mining Co/De/), Note Purchase Agreement (Hecla Mining Co/De/)

Authorization, Etc. This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Section 5.3.

Appears in 2 contracts

Samples: Note Purchase Agreement (Ugi Corp /Pa/), Note Purchase Agreement (Ugi Corp /Pa/)

Authorization, Etc. This Agreement and the Notes have has been duly authorized by all necessary corporate action on the part of the Company. Each of this Agreement, the Note Purchase Agreement and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, the Notes constitutes a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (ia) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (iib) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 2 contracts

Samples: Note Purchase Agreement (Tampa Electric Co), Note Purchase Agreement (Tampa Electric Co)

Authorization, Etc. This Agreement and the Other Agreements and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (ia) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and (iib) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 2 contracts

Samples: Note Purchase Agreement (Showbiz Pizza Time Inc), Note Purchase Agreement (Showbiz Pizza Time Inc)

Authorization, Etc. This Agreement and the Series 2010-A Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each such Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 2 contracts

Samples: Master Note Purchase Agreement (Arch Chemicals Inc), Master Note Purchase Agreement (Arch Chemicals Inc)

Authorization, Etc. This Agreement and the Notes have been duly authorized by all necessary corporate limited partnership and trust action on the part of the Company, and the Trust as applicable, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company and the Trust enforceable against the Company and the Trust in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).and

Appears in 2 contracts

Samples: Note Purchase Agreement (RPT Realty), Note Purchase Agreement (RPT Realty)

Authorization, Etc. This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement Xxxxx Xxxxxxxx MLP Investment Company Note Purchase Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 2 contracts

Samples: Note Purchase Agreement (Kayne Anderson MLP Investment CO), Note Purchase Agreement (Kayne Anderson MLP Investment CO)

Authorization, Etc. This Agreement and the Notes have been duly authorized by all necessary corporate limited liability company action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 2 contracts

Samples: Master Note Purchase Agreement (New Mountain Guardian III BDC, L.L.C.), Master Shelf Agreement (Mdu Resources Group Inc)

Authorization, Etc. This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent transfer and fraudulent conveyance laws or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 2 contracts

Samples: Note Purchase Agreement (Kirby Corp), Note Purchase Agreement (Kirby Corp)

Authorization, Etc. This Agreement, the Other Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (ia) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and (iib) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 2 contracts

Samples: Note Purchase Agreement (Nfo Worldwide Inc), Note Purchase Agreement (Nfo Worldwide Inc)

Authorization, Etc. This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, Company and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 2 contracts

Samples: Note Agreement (Primerica, Inc.), Note Agreement (Primerica, Inc.)

Authorization, Etc. This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 2 contracts

Samples: Note Purchase Agreement (Ferrellgas Partners Finance Corp), Note Purchase Agreement (Ferrellgas Partners Finance Corp)

Authorization, Etc. This Agreement and the Notes have has been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each hereof, this Agreement, and the Note Purchase Agreement, as amended hereby, will constitute, a constitute legal, valid and binding obligation obligations of the Company enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 2 contracts

Samples: Third Amendment Agreement (MCG Capital Corp), Second Amendment Agreement (MCG Capital Corp)

Authorization, Etc. This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).. 5

Appears in 1 contract

Samples: Note Purchase Agreement (Allegheny Energy Inc)

Authorization, Etc. This Agreement and the Notes have been duly authorized by all necessary corporate partnership action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 1 contract

Samples: Note Purchase Agreement (Chateau Communities Inc)

Authorization, Etc. This Agreement and the Notes have been duly authorized by all necessary corporate action on the part behalf of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent transfer, fraudulent conveyance or other similar laws affecting the enforcement of creditors' rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 1 contract

Samples: Note Purchase Agreement (Rayonier Inc)

Authorization, Etc. This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon due execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 1 contract

Samples: Master Note Purchase Agreement (Owl Rock Capital Corp III)

Authorization, Etc. This Agreement and the Notes have been duly authorized au thorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights U-Haul Holding Company Note Purchase Agreement generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 1 contract

Samples: Note Purchase Agreement (U-Haul Holding Co /NV/)

Authorization, Etc. This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 1 contract

Samples: Note Purchase Agreement (Nestor Inc)

Authorization, Etc. This Agreement and the Notes have been duly authorized by all necessary corporate limited liability company action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (ia) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (iib) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 1 contract

Samples: Note Purchase Agreement (Calamos Asset Management, Inc. /DE/)

Authorization, Etc. This Agreement and the Initial Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof against payment of the purchase price therefor, each such Initial Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (ia) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (iib) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 1 contract

Samples: Master Note Purchase Agreement (Hawaiian Electric Industries Inc)

Authorization, Etc. This Agreement and the Notes have been duly authorized by all necessary corporate limited partnership action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (ia) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (iib) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 1 contract

Samples: Note Purchase Agreement (StepStone Group Inc.)

Authorization, Etc. This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable enforce- able against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 1 contract

Samples: Note Purchase and Medium Term Note Agreement (Banta Corp)

Authorization, Etc. This Agreement and the Notes Note have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each the Note will constitute, a legal, valid and binding obligation obligations of the Company enforceable against the Company in accordance with its their terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 1 contract

Samples: Note Purchase Agreement (Otter Tail Corp)

Authorization, Etc. This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 1 contract

Samples: Note Purchase Agreement (Bangor Hydro Electric Co)

Authorization, Etc. This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, terms except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 1 contract

Samples: Note Purchase and Shelf Agreement (Old Dominion Freight Line Inc/Va)

Authorization, Etc. This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, Company and this Agreement constitutes, and upon execution and delivery thereof each Note the Notes will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (ia) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and (iib) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 1 contract

Samples: Note Purchase Agreement (TFC Enterprises Inc)

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Authorization, Etc. This Agreement Agreement, the Note and the Notes other Loan Documents have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each the Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 1 contract

Samples: Credit Agreement (Homeservices Com Inc)

Authorization, Etc. This Agreement and the Notes have been duly authorized au- thorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Section 5.3.

Appears in 1 contract

Samples: Note Purchase Agreement (Regal Rexnord Corp)

Authorization, Etc. This Agreement and the Notes have each Note has been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).and

Appears in 1 contract

Samples: Master Note Agreement (CERNER Corp)

Authorization, Etc. This Agreement and the Notes have each Note has been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 1 contract

Samples: Master Note Agreement (CERNER Corp)

Authorization, Etc. This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).Stericycle, Inc. Note Purchase Agreement

Appears in 1 contract

Samples: Note Purchase Agreement (Stericycle Inc)

Authorization, Etc. This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, TUPPERWARE FINANCE COMPANY B.V. Note Purchase Agreement reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 1 contract

Samples: Note Purchase Agreement (Tupperware Corp)

Authorization, Etc. This Agreement and the Notes have been duly authorized by all necessary corporate limited partnership action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i1) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii2) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 1 contract

Samples: Note Purchase Agreement (Invitation Homes Inc.)

Authorization, Etc. This Agreement and the Notes each Note have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, constitute a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 1 contract

Samples: Note Purchase Agreement (Conifer Holdings, Inc.)

Authorization, Etc. This Agreement and the 2011A Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each such Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 1 contract

Samples: Note Purchase Agreement (Azz Inc)

Authorization, Etc. This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, Company and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its their terms, except as such enforceability may be limited by (ia) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (iib) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 1 contract

Samples: Note Purchase Agreement (Smith & Nephew PLC)

Authorization, Etc. This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable i)applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ creditors rights generally and (ii) general ii)general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Section5.

Appears in 1 contract

Samples: Note Purchase Agreement (Elizabethtown Water Co /Nj/)

Authorization, Etc. This Agreement and the Notes have has been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will continues to constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (ia) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and (iib) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 1 contract

Samples: Note Purchase Agreement (Granite Construction Inc)

Authorization, Etc. This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, constitutes and upon execution and delivery thereof each Note will constitute, constitute a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 1 contract

Samples: Note Purchase Agreement (El Paso Electric Co /Tx/)

Authorization, Etc. This Agreement and the Notes have been duly authorized au- thorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 1 contract

Samples: Master Note Purchase Agreement (United Fire Group Inc)

Authorization, Etc. This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 1 contract

Samples: Note Purchase Agreement (South Jersey Industries Inc)

Authorization, Etc. This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note Note, will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (ia) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (iib) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 1 contract

Samples: Note Purchase Agreement (Broadmark Realty Capital Inc.)

Authorization, Etc. This Agreement and the Notes have been duly authorized by all necessary corporate legal action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (ia) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and (iib) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 1 contract

Samples: Note Purchase Agreement (Essex Property Trust Inc)

Authorization, Etc. This Agreement and the Notes have been duly authorized by all necessary corporate trust action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 1 contract

Samples: Note Purchase Agreement (Highland Credit Strategies Fund)

Authorization, Etc. This Agreement has been duly authorized by all necessary corporate action on the part of the Note Parties and the Notes have been duly authorized by all necessary corporate action on the part of the Company. Subject to the Legal Reservations, and (i) this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, constitutes a legal, valid and binding obligation of the Company Note Parties enforceable against the Note Parties in accordance with its terms, and (ii) upon execution and delivery thereof as provided herein each Note will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 1 contract

Samples: Note Purchase Agreement (Manchester United PLC)

Authorization, Etc. This Agreement and the 2010 Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (ia) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (iib) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 1 contract

Samples: Master Note Purchase Agreement (Idex Corp /De/)

Authorization, Etc. This Agreement and Agreement, the Notes and each of the other Transaction Documents have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note and other Transaction Document will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium or other insolvency and similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)equity.

Appears in 1 contract

Samples: Senior Notes Agreement (Southeast Airport Group)

Authorization, Etc. This Agreement and the Other Agreements and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 1 contract

Samples: Note Purchase Agreement

Authorization, Etc. This Agreement and the Notes have been duly authorized by all necessary corporate limited liability company action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 1 contract

Samples: Note Purchase Agreement (Westmoreland Coal Co)

Authorization, Etc. This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).. XXXX PRODUCTS, INC. NOTE PURCHASE AGREEMENT

Appears in 1 contract

Samples: Note Purchase Agreement (Avon Products Inc)

Authorization, Etc. This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement Northern Utilities, Inc. Note Purchase Agreement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 1 contract

Samples: Note Purchase Agreement (Unitil Corp)

Authorization, Etc. This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by (ia) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (iib) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 1 contract

Samples: Note Purchase Agreement (South Jersey Industries Inc)

Authorization, Etc. This Agreement Agreement, the Other Agreements and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (ia) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).and

Appears in 1 contract

Samples: Note Purchase Agreement (Meredith Corp)

Authorization, Etc. This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof thereof, each Note will constitute, a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (ia) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (iib) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 1 contract

Samples: Note Purchase Agreement (Tiffany & Co)

Authorization, Etc. This Agreement and the Other Agreements and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (ia) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (iib) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 1 contract

Samples: Note Purchase Agreement (Spartech Corp)

Authorization, Etc. This Agreement and the Other Agreements and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, - reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and (ii) general principles of equity (regardless of -- whether such enforceability is considered in a proceeding in equity or at law).

Appears in 1 contract

Samples: Note Purchase Agreement (Franklin Electronic Publishers Inc)

Authorization, Etc. This The execution, delivery and performance of this Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company. This Agreement and the Notes, and this Agreement constituteswhen issued, and upon execution and delivery thereof each Note constitute or will constitute, a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally from time to time in effect and (ii) general the application of equitable principles and the availability of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)equitable remedies.

Appears in 1 contract

Samples: Note Purchase Agreement (Santander Bancorp)

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