Binding Nature of Agreement; Title to ABC Shares Sample Clauses

Binding Nature of Agreement; Title to ABC Shares. This Agreement constitutes the valid and binding obligation of ABC and is enforceable in accordance with its terms, except as may be limited by bankruptcy, reorganization, moratorium, insolvency and other laws or regulations of general applicability relating to or affecting the enforcement of creditors' rights and remedies or by other equitable principles of general application. The 7,850,000 ABC Shares to be issued in the Acquisition, when issued in accordance with the terms hereof, will be duly authorized, validly issued, non-assessable and vest to each holder thereof, free and clear of any Encumbrances, and will not be subject to any pre-emptive rights or similar rights of first refusal.
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Related to Binding Nature of Agreement; Title to ABC Shares

  • Binding Nature of Agreement This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

  • Binding Nature of Agreement; Assignment This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

  • Binding Nature of Agreement; No Assignment This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that no party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other parties hereto.

  • Binding Effect; Duration and Scope of Agreement This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Corporation), spouses, heirs and personal and legal representatives. This Agreement shall continue in effect during the Indemnification Period, regardless of whether Indemnitee continues to serve as an Agent.

  • Binding Nature; Assignment This Agreement shall be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns. Neither party shall assign or otherwise transfer any rights or obligations under this Agreement without the express written consent of the other party; provided, however, that either party may assign its rights or obligations under this Agreement to any Affiliate of such party; provided, further, that no such assignment shall relieve the assigning party of its obligations hereunder.

  • Binding Nature of Agreement; Successors and Assigns This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and permitted assigns as provided in this Agreement.

  • Binding Nature This Agreement shall be binding upon, and inure to the benefit of, the successors and personal representatives of the respective parties hereto.

  • Due Authorization; Binding Agreement The Company has full right, power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly authorized, executed and delivered by the Company and (assuming due authorization, execution and delivery by the Bondholders) constitutes the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law).

  • Binding Effect of Agreement This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, assigns and legal representatives.

  • Execution and Binding Effect This Agreement has been duly and validly executed and delivered by Buyer and constitutes, and the other agreements and instruments to be executed and delivered by Buyer pursuant hereto, upon their execution and delivery by Buyer, will constitute (assuming, in each case, the due and valid authorization, execution and delivery thereof by Seller), legal, valid and binding agreements of Buyer, enforceable against Buyer in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium, or other laws affecting the enforcement of creditors’ rights generally or provisions limiting competition, and by equitable principles.

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