Binding and Enforceable Agreements Clause Samples

Binding and Enforceable Agreements. To the Company’s knowledge, all agreements between the Company or any of the Subsidiaries and third parties expressly referenced in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus are legal, valid and binding obligations of the Company or such Subsidiary, enforceable in accordance with their respective terms, except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity.

Binding and Enforceable Agreements. This Agreement is and is intended to be a fully binding and enforceable contract between the parties hereto notwithstanding that the parties are currently indirectly owned by the same shareholder. Each party hereto expressly acknowledges that certain third parties, including the separate creditors of each party hereto, are relying upon (i) the binding and enforceable nature hereof by each party against the others and (ii) the separate assets and liabilities of each party hereto. Each party hereto therefore agrees that this Agreement shall not be amended or modified except in accordance with the terms of the FADAA. Each party hereto further agrees not to challenge or seek to set aside this Agreement or the transactions contemplated hereby (whether in any bankruptcy or insolvency proceeding or otherwise) based upon any assertion that such transactions do not contain arm's-length terms or upon any direct or indirect common ownership of the parties hereto.

Binding and Enforceable Agreements. The Transaction Documents have been or will be duly executed and delivered by the Warrantors and the Target Companies (if applicable), and constitute or will constitute valid and binding obligations ​ of the Warrantors and the Target Companies (if applicable) which can be enforceable in accordance with their respective terms.