Due Execution; Binding Agreement. This Agreement is a legal and valid obligation binding upon such Party and enforceable in accordance with its terms. The execution, delivery and performance of this Agreement by such Party have been duly authorized by all necessary corporate action and do not and will not: (i) require any consent or approval of its stockholders; (ii) to such Party’s knowledge, violate any law, rule, regulation, order, writ, judgment, decree, determination or award of any court, governmental body or administrative or other agency having jurisdiction over such Party; nor (iii) conflict with, or constitute a default under, any agreement, instrument or understanding, oral or written, to which such Party is a party or by which it is bound.
Due Execution; Binding Agreement. This Agreement is a legal and valid obligation binding upon such Party and enforceable in accordance with its terms. The execution, delivery and performance of this Agreement by such Party have been duly authorized by all necessary corporate action and do not and will not: (i) require any consent or approval of its stockholders; (ii) to such Party’s actual knowledge, violate any Law, order, writ, judgment, decree, determination or award of any court, governmental body or administrative or other agency having jurisdiction over such Party; nor (iii) conflict with, or constitute a default under, any agreement, instrument or understanding, oral or written, to which such Party is a party or by which it is bound. It has the full right and authority to grant the rights as provided herein and not previously granted any right, license or interest that is in conflict with the rights granted to the other Party under this Agreement.
Due Execution; Binding Agreement. This Agreement is a legal and valid obligation binding upon such Party and enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws of general application affecting the rights and remedies of creditors and by general equity principles. The execution, delivery and performance of this Agreement by such Party have been duly authorized by all necessary corporate action and do not and will not: (a) require any consent or approval of its stockholders; except, with respect to Xanodyne, the consent of its preferred stockholders as required by the certificate of incorporation of Xanodyne, which consent has been obtained as of the Effective Date; (b) to such Party's knowledge, violate any law, rule, regulation, order, writ, judgment, decree, determination or award of any court, governmental body or administrative or other agency having jurisdiction over such Party; nor (c) conflict with, or constitute a default under, any agreement, instrument or understanding, oral or written, to which such Party is a party or by which it is bound.
Due Execution; Binding Agreement. This Agreement and, when executed by Seller, the other Transaction Documents to which Seller is a party, (a) have been duly authorized by all corporate action on the part of Seller and duly executed and delivered by Seller and (b) assuming due authorization, execution and delivery by Buyer, are or will constitute the valid and legally binding obligation of Seller and will be enforceable against Seller in accordance with the respective terms hereof or thereof, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
Due Execution; Binding Agreement. The Stockholder represents that the Stockholder has the complete and unrestricted power and the unqualified right to enter into and perform the terms of this Agreement. The Stockholder further represents that this Agreement constitutes a valid and binding agreement with respect to such party, enforceable against such party in accordance with its terms. 6.
Due Execution; Binding Agreement. This Agreement has been duly and validly executed and delivered by Xxxxx. Each Closing Document to which Xxxxx will be a party will be duly and validly executed and delivered by Xxxxx at the Closing. This Agreement constitutes, and each of the Closing Documents to which Buyer will be a party will constitute (upon execution and delivery thereof by Buyer at the Closing), the valid and legally binding obligations of Buyer, enforceable against it in accordance with the terms hereof and thereof.
Due Execution; Binding Agreement. This Agreement is a legal and valid obligation binding upon such Party and enforceable in accordance with its terms. Other than with respect to the Galderma Shareholder Approval, the execution, delivery and performance of this Agreement by such Party have been duly authorized by all necessary corporate action and do not and will not: (i) require any consent or approval of its stockholders; (ii) to such Party’s knowledge, violate any law, rule, regulation, order, writ, judgment, decree, determination or award of any court, governmental body or administrative or other agency having jurisdiction over such Party; nor (iii) conflict with, or constitute a default under, any agreement, instrument or understanding, oral or written, to which such Party is a party or by which it is bound.
Due Execution; Binding Agreement. This agreement has been duly and validly executed and delivered by Vanguard, VMC and Buyer. Each Closing Document to which Vanguard, VMC or Buyer will be a party will be duly and validly executed and delivered by such Person at the Closing. This agreement constitutes, and each of the Closing Documents to which Vanguard, VMC or Buyer will be a party will constitute (upon execution and delivery thereof by such Person at the Closing), the valid and legally binding obligations of each of Vanguard, VMC and Buyer that is or will be party thereto, enforceable against it in accordance with the terms hereof and thereof, except as enforceability may be restricted, limited or delayed by applicable bankruptcy or other Legal Requirements affecting creditors’ rights generally and except as enforceability may be subject to general principles of equity.
Due Execution; Binding Agreement. (a) FENB represents and warrants to CUNB and CUB that: (i) this Amendment has been authorized by all necessary corporate on the part of FENB; and (ii) this Amendment has been duly and validly executed and delivered by FENB, and, subject to Shareholder Approvals and Regulatory Approvals and the due and valid execution and delivery of this Amendment by CUNB and CUB, constitutes the valid and binding obligation of FENB, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency and similar Laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity and Section 8(b)(6)(D) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(b)(6)(D) (as applicable).
Due Execution; Binding Agreement. The execution, delivery and performance of this Agreement by such Brooklyn Party has been duly and validly approved by all necessary action of such Brooklyn Party and its members. This Agreement has been duly executed and delivered by such Brooklyn Party and constitutes the valid and binding agreement of each such Brooklyn Party enforceable in accordance with its terms, except as the same may be limited by bankruptcy or other laws relating to the enforcement of creditors’ rights and the application of general principles of equity.
