Binding Agreement, Validity of Transactions Sample Clauses

Binding Agreement, Validity of Transactions. This Agreement constitutes a legal, valid, and binding obligation of the Vendor, enforceable in accordance with its terms (subject, as to the enforcement of remedies, to bankruptcy, reorganization, insolvency, moratorium, and other laws relating to or affecting creditors’ rights generally and subject to the availability of equitable remedies). The execution and delivery of this Agreement by the Vendor, the consummation of the transactions contemplated by this Agreement, and the fulfilment by the Vendor of his obligations under this Agreement will not: (i) contravene or violate or result in the breach (with or without the giving of notice or lapse of time, or both) or acceleration of any obligations of the Vendor or the Corporation under: (A) any laws, statutes, ordinances, rules or regulations applicable to the Vendor or the Corporation; (B) any judgment, order, writ, injunction, award or decree of any court or of any Governmental Authority which is presently applicable to the Vendor or the Corporation; or (C) the provisions of any license, permit, approval, authorization, consent, agreement, arrangement or understanding to which the Vendor or the Corporation is a party or by which the Vendor or the Corporation is bound.
Sample 1
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Binding Agreement, Validity of Transactions. This Agreement constitutes a legal, valid, and binding obligation of the Vendor, enforceable against the Vendor in accordance with its terms (subject, as to the enforcement of remedies, to bankruptcy, reorganization and insolvency laws relating to or affecting creditors' rights generally and subject to the availability of equitable remedies). Except as set out in SCHEDULE 4.1(C), neither the execution and delivery of this Agreement by the Vendor nor the performance or consummation of the transactions contemplated hereby by the Vendor conflict materially with, result in the material breach (with or without the giving of notice or lapse of time, or both) or violation of, or result in the acceleration or change of any material obligations of the Corporation, cause the expiration, termination, loss or change in terms or costs, or cancellation of any material right or privilege and will not cause the creation of any material right or material interest of any third party with respect to the Corporation or the Purchased Shares under (i) any applicable law, rule or regulation, judgment, order, writ, decree, permit or license to which the Vendor is bound, or (ii) any Material Contract.
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Binding Agreement, Validity of Transactions. This Agreement constitutes a legal, valid and binding obligation of the Purchaser, enforceable in accordance with its terms (subject, as to the enforcement of remedies, to bankruptcy, reorganization, insolvency, moratorium, and other laws relating to or affecting creditors’ rights generally and subject to the availability of equitable remedies). The execution and delivery of this Agreement by the Purchaser, the consummation of the transactions contemplated hereby and thereby, and the fulfilment by the Purchaser of its obligations hereunder will not: (i) contravene or violate or result in the breach (with or without the giving of notice or lapse of time, or both) or acceleration of any obligations of the Purchaser under: (A) any laws, statutes, ordinances, rules or regulations applicable to the Purchaser; (B) any judgement, order, writ, injunction, award or decree of any court or of any Governmental Authority which is presently applicable to the Purchaser; or (C) the provisions of any license, permit, approval, authorization, consent, agreement, arrangement or understanding to which the Purchaser is a party or by which the Purchaser is bound.
Sample 1
Binding Agreement, Validity of Transactions. FAC has duly executed and delivered this Agreement. This Agreemenx constitutes a legal, valid, and binding obligation of FAC, enforceable against FAC in accordance with its terms (subject, as to the enforcement of remedies, to bankruptcy, reorganization, insolvency, and other laws relating to or affecting creditors' rights generally and subject to the availability of equitable remedies). The execution and delivery of this Agreement by FAC, the consummation of the transactions contemplated by this Agreement and the fulfilment by FAC of the terms, conditions and provisions hereof will not contravene or violate or result in the breach (with or without the giving of notice or lapse of time, or both) or acceleration of any obligations of FAC under: (i) any laws applicable to FAC; (ii) any judgment, order, writ, injunction or decree of any court which is presently applicable to FAC; or (iii) the partnership agreement, other organizational documents or any resolutions of FAC or amendments thereto or restatements thereof.
Sample 1
Binding Agreement, Validity of Transactions. Vendors, and Corporation and each of them has full power and authority (including full corporate and trust power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of Corporation and the trustees of all vendors have duly authorized the execution, delivery, and performance of this Agreement. This Agreement constitutes a legal, valid, and binding obligation of the Vendors and the Corporation and each of them, enforceable against each in accordance with its terms (subject, as to the enforcement of remedies, to bankruptcy, reorganization, insolvency, moratorium, and other laws relating to or affecting creditors’ rights generally and subject to the availability of equitable remedies). The execution and delivery of this Agreement by the Vendors and the Corporation , the consummation of the transactions contemplated by this Agreement and the fulfilment by the Vendors and Corporation of the terms, conditions and provisions hereof do not and will not, except as set out in Exhibit 4.1(c): (i) Contravene, or conflict with or violate or result in the breach or default (with or without the giving of notice or lapse of time, or both) or acceleration of any obligations of any of the Vendors or the Corporation under, or require the consent or approval of any Person under: (A) Any constitution, statute, law, or rule, applicable to such Vendor or the Corporation; (B) any judgment, order, writ, injunction, ruling or decree of any court or of any Authority which is presently applicable to such Vendor or the Corporation; (C) the articles, by-laws or any resolutions of the Corporation or amendments thereto or restatements thereof; (D) the constituent documents of the Vendors’, as applicable; or (E) the provisions of any agreement, arrangement or understanding to which such Vendor or the Corporation is a party or by which any of them are bound. (ii) create in any party the right to accelerate, terminate, modify or cancel any agreement to which the Corporation or any Vendor is a party, and Vendors further represent and warrant that there are no single source suppliers for any item it purchases from its suppliers. (iii) require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which any of Corporation or Vendor is a party or by which it is bound or to which any of its assets is subject (or result in the imposition of any S...
Sample 1

Related to Binding Agreement, Validity of Transactions

  • Validity of Transactions This Agreement, and each document executed and delivered by the Company in connection with the transactions contemplated by this Agreement, including this Agreement, have been duly authorized, executed and delivered by the Company and is each the valid and legally binding obligation of the Company, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency reorganization and moratorium laws and other laws affecting enforcement of creditor’s rights generally and by general principles of equity.

  • Execution of Transaction Documents The Transaction Documents shall have been executed and delivered by the parties thereto.

  • Execution of Transactions (a) In executing transactions for the Assets, selecting brokers or dealers and negotiating any brokerage commission rates, the Sub-Adviser will use its best efforts to seek best execution. In assessing best execution available for any portfolio transaction, the Sub-Adviser will consider all factors it deems relevant including, but not limited to, the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer and the reasonableness of any commission for the specific transaction and for transactions executed through the broker or dealer in the aggregate. In selecting brokers or dealers to execute a particular transaction and in evaluating the best overall terms available, to the extent that the execution and price offered by more than one broker or dealer are comparable the Sub-Adviser may consider any brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Sub-Adviser or to CSAM for use on behalf of the Fund or other clients of the Sub-Adviser or CSAM. (b) It is understood that the services of the Sub-Adviser are not exclusive, and nothing in this Agreement shall prevent the Sub-Adviser from providing similar services to other investment companies or from engaging in other activities, provided that those activities do not adversely affect the ability of the Sub-Adviser to perform its services under this Agreement. The Fund and CSAM further understand and acknowledge that the persons employed by the Sub-Adviser to assist in the performance of its duties under this Agreement will not devote their full time to that service. Nothing contained in this Agreement will be deemed to limit or restrict the right of the Sub-Adviser or any affiliate of the Sub-Adviser to engage in and devote time and attention to other businesses or to render services of whatever kind or nature, provided that doing so does not adversely affect the ability of the Sub-Adviser to perform its services under this Agreement. (c) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as of other investment advisory clients of the Sub-Adviser, the Sub-Adviser may, to the extent permitted by applicable laws and regulations, but shall not be obligated to, aggregate the securities to be so sold or purchased with those of its other clients. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in a manner that is fair and equitable, in the judgment of the Sub-Adviser, in the exercise of its fiduciary obligations to the Fund and to such other clients. The Fund recognizes that the effect of the aggregation may operate on some occasions to the Fund's advantage or disadvantage. The Sub-Adviser shall provide to CSAM and the Fund all information reasonably requested by CSAM and the Fund relating to the decisions made by the Sub-Adviser regarding allocation of securities purchased or sold, as well as the expenses incurred in a transaction, among the Fund and the Sub-Adviser's other investment advisory clients. (d) In connection with the purchase and sale of securities for the Fund, the Sub-Adviser will provide such information as may be reasonably necessary to enable the custodian and co-administrators to perform their administrative and recordkeeping responsibilities with respect to the Fund.

  • As Of Transactions For purposes of this Article M, the term “

  • Authorization of Transactions The Company is a corporation duly authorized and in good standing in the State of Florida and has the requisite power and capacity to execute and deliver the Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. The execution, delivery and performance by the Company of the applicable Transaction Documents and the consummation of the Transactions have been duly and validly authorized by all requisite action on the part of the Company. The Transaction Documents to which the Company is a party have been duly and validly executed and delivered by The Company. Each Transaction Document to which the Company is a party constitutes the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms and conditions, except to the extent enforcement thereof may be limited by applicable bankruptcy, insolvency or other Laws affecting the enforcement of creditors’ rights or by the principles governing the availability of equitable remedies.

  • Authorization of Transaction The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions.

  • Delivery of Transaction Documents The Transaction Documents shall have been duly executed and delivered by the Purchasers to the Company.

  • Consummation of Transactions Each party shall use all ---------------------------- commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable and consistent with applicable Law to carry out all of its respective obligations under this Agreement and to consummate the Transactions, which efforts shall include, without limitation, the following: (1) The parties shall use all commercially reasonable efforts to cause the Closing to occur and the Transactions to be consummated in accordance with the terms hereof, and, without limiting the generality of the foregoing, to obtain all necessary Consents including, without limitation, the approval of this Agreement and the Transactions by all Governmental Authorities and agencies, including the FCC, applicable to the execution, delivery and performance of this Agreement or the consummation of the Transactions, and to make all filings with and to give all notices to third parties which may be necessary or reasonably required in order for the parties to consummate the Transactions. (2) Each party shall furnish to the other parties all information concerning such party and its Affiliates reasonably required for inclusion in any application or filing to be made by the Company or any other party in connection with the Transactions or otherwise to determine compliance with applicable FCC Law. (3) Upon the request of any other party, each party shall forthwith execute and deliver, or cause to be executed and delivered, such further instruments of assignment, transfer, conveyance, endorsement, direction or authorization and other documents as may reasonably be requested by such party in order to effectuate the purposes of this Agreement. Nothing in this Agreement shall be construed to require the parties to consummate the Closing if any regulatory approval would require that it (i) divest or hold separate any of its assets existing as of the date hereof other than as contemplated by this Agreement or (ii) otherwise take or commit to take any action that limits its freedom of action in any material respect with respect to any of its businesses, product lines or assets.

  • Effectuation of Transactions Each of the representations and warranties contained in this Agreement (and all corresponding definitions) is made after giving effect to the Transactions, unless the context otherwise requires.

  • Consummation of Transaction Each of the parties hereto hereby agrees to use its best efforts to cause all conditions precedent to his or its obligations (and to the obligations of the other parties hereto to consummate the transactions contemplated hereby) to be satisfied, including, but not limited to, using all reasonable efforts to obtain all required (if so required by this Agreement) consents, waivers, amendments, modifications, approvals, authorizations, novations and licenses; provided, however, that nothing herein contained shall be deemed to modify any of the absolute obligations imposed upon any of the parties hereto under this Agreement or any agreement executed and delivered pursuant hereto.

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