Common use of Authorization; Validity; Enforcement Clause in Contracts

Authorization; Validity; Enforcement. Such Buyer has the requisite power and authority to enter into and perform its obligations under this Agreement, the Notes, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Transaction Documents (as defined below). This Agreement has been, and when the other Transaction Documents to which such Buyer is a party are executed and delivered in accordance with the terms and conditions contemplated hereby and thereby, such documents shall have been, duly and validly authorized, executed and delivered on behalf of such Buyer and shall constitute the legal, valid and binding obligations of such Buyer enforceable against such Buyer in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Appears in 2 contracts

Samples: Note Purchase Agreement (Verticalnet Inc), Note Purchase Agreement (Verticalnet Inc)

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Authorization; Validity; Enforcement. Such Buyer has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which such Buyer is a party. The execution and delivery of this Agreement, the Notes, Agreement and each of the other agreements entered into applicable Transaction Documents to which such Buyer is a party by such Buyer and the parties hereto in connection with consummation by such Buyer of the transactions contemplated hereby and thereby have been duly authorized by the Transaction Documents (as defined below)such Buyer. This Agreement has been, and when the other Transaction Documents to which such Buyer is a party are executed and delivered in accordance with the terms and conditions contemplated hereby and thereby, such documents shall have been, been duly and validly authorized, executed and delivered on behalf of such Buyer and shall constitute the legal, valid and binding obligations of such Buyer enforceable against such Buyer in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Appears in 1 contract

Samples: Securities Purchase Agreement (Papa Johns International Inc)

Authorization; Validity; Enforcement. Such Buyer has the requisite power and authority to enter into and perform its obligations under this Agreement, the Notes, and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Transaction Documents (as defined below). This Agreement has been, and when the other Transaction Documents to which such Buyer is a party are executed and delivered in accordance with the terms and conditions contemplated hereby and thereby, such documents shall have been, duly and validly authorized, executed and delivered on behalf of such Buyer and shall constitute the legal, valid and binding obligations of such Buyer enforceable against such Buyer in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Appears in 1 contract

Samples: Stock Purchase Agreement (Verticalnet Inc)

Authorization; Validity; Enforcement. Such The Buyer has the requisite power and authority to enter into and perform its obligations under this Agreement, Agreement and the Notes, applicable Transaction Documents and each of the other agreements entered into by the parties hereto in connection with to consummate the transactions contemplated by the Transaction Documents (as defined below). This Agreement has been, and when the other Transaction Documents to which such Buyer is a party are executed and delivered in accordance with the terms and conditions contemplated hereby and thereby, such documents shall . The execution and delivery of this Agreement and the Transaction Documents by the Buyer and the consummation by the Buyer of the transactions contemplated hereby and thereby have been, or when executed will be, duly authorized by the Buyer. This Agreement and validly authorizedthe Transaction Documents have been (or will be, upon execution) duly executed and delivered on behalf of such by the Buyer and shall constitute the legal, valid and binding obligations of such Buyer the Buyer, enforceable against such the Buyer in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Appears in 1 contract

Samples: Investment Agreement (Knoll Inc)

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Authorization; Validity; Enforcement. Such Buyer has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which such Buyer is a party. The execution and delivery of this Agreement, the Notes, Agreement and each of the other agreements entered into applicable Transaction Documents to which such Buyer is a party by such Buyer and the parties hereto in connection with consummation by such Buyer of the transactions contemplated hereby and thereby have been duly authorized by the Transaction Documents (as defined below)such Buyer. This Agreement has been, and when the other Transaction Documents to which such Buyer is a party are executed and delivered in accordance with the terms and conditions contemplated hereby and thereby, such documents shall have been, been duly and validly authorized, executed and delivered on behalf of such Buyer and shall constitute the legal, valid and binding obligations of such Buyer enforceable against such Buyer in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Appears in 1 contract

Samples: Securities Purchase Agreement (Ritchie Bros Auctioneers Inc)

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