Common use of Authorization; Valid and Binding Agreement; No Breach Clause in Contracts

Authorization; Valid and Binding Agreement; No Breach. (a) The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action on the part of the Company, and no other proceedings on the Company’s part are necessary to authorize the execution, delivery or performance of this Agreement. Assuming that this Agreement is a valid and binding obligation of Buyer and Seller, this Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium laws, other similar laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Appears in 2 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement (Thermon Holding Corp.)

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Authorization; Valid and Binding Agreement; No Breach. (a) The execution, delivery and performance of this Agreement by the Company Blocker and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action on the part of the CompanyBlocker, and no other proceedings on the Company’s Blocker's part are necessary to authorize the execution, delivery or performance of this Agreement. Assuming that this Agreement is a valid and binding obligation of Buyer Buyer, the Company and Sellerthe Sellers, this Agreement constitutes a valid and binding obligation of the CompanyBlocker, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium laws, other similar laws affecting creditors' rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Appears in 1 contract

Samples: Equity Purchase Agreement (ClubCorp Holdings, Inc.)

Authorization; Valid and Binding Agreement; No Breach. (a) The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action on the part of the Company, and no other proceedings on the Company’s part are necessary to authorize the execution, delivery or performance of this Agreement. Assuming that this Agreement is a valid and binding obligation of Buyer and SellerBuyer, this Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium laws, other similar laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Smart Sand, Inc.)

Authorization; Valid and Binding Agreement; No Breach. (a) A The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby by this Agreement have been duly and validly authorized by all requisite action on the part of the Company, and no other proceedings on the Company’s part are necessary to authorize the execution, delivery or performance of this Agreement. Assuming that this Agreement is a valid and binding obligation of Buyer Purchaser and Sellerthe Sellers, this Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium bankruptcy laws, other similar laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Appears in 1 contract

Samples: Stock Purchase Agreement (Astronics Corp)

Authorization; Valid and Binding Agreement; No Breach. (a) The execution, delivery and performance of this Agreement by the Company Buyer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action on the part of the CompanyBuyer, and no other proceedings on the Company’s Buyer's part are necessary to authorize the execution, delivery or performance of this Agreement. Assuming that this Agreement is a valid and binding obligation of Buyer the Sellers, the Blocker and Sellerthe Company, this Agreement constitutes a valid and binding obligation of the CompanyBuyer, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium laws, other similar laws affecting creditors' rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Appears in 1 contract

Samples: Equity Purchase Agreement (ClubCorp Holdings, Inc.)

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Authorization; Valid and Binding Agreement; No Breach. (a) The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action on the part of the Company, and no other proceedings on the Company’s 's part are necessary to authorize the execution, delivery or performance of this Agreement. Assuming that this Agreement is a valid and binding obligation of Buyer Buyer, the Sellers and Sellerthe Blocker, this Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium laws, other similar laws affecting creditors' rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Appears in 1 contract

Samples: Equity Purchase Agreement (ClubCorp Holdings, Inc.)

Authorization; Valid and Binding Agreement; No Breach. (a) The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action on the part of the Company, and no other proceedings on the Company’s 's part are necessary to authorize the execution, delivery or performance of this Agreement. Assuming that this Agreement is a valid and binding obligation of Buyer and Seller, this Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium lawsLaws, other similar laws Laws affecting creditors' rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Appears in 1 contract

Samples: Stock Purchase Agreement (Lci Industries)

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