Common use of Enforceability; Authority Clause in Contracts

Enforceability; Authority. This Agreement has been duly and validly executed and delivered by the Seller and constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms, subject as to the enforceability thereof to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors’ rights generally, and (ii) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction. The Seller has taken all necessary limited liability company action to authorize the execution, delivery and performance of this Agreement by the Seller and the consummation of the transactions contemplated hereby. Upon execution and delivery by the Seller of the Bxxx of Sale (as hereafter defined) and the Assignment and Assumption Agreement (as hereafter defined), each shall constitute, a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms subject as to the enforceability thereof to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors’ rights generally, and (ii) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pdi Inc)

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Enforceability; Authority. This Agreement has been duly and validly executed and delivered by the Seller and constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms, subject as to the enforceability thereof to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights generally, and (ii) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction. The Seller has taken all necessary limited liability company corporate action to authorize the execution, delivery and performance of this Agreement by the Seller and the consummation of the transactions contemplated hereby. Upon execution and delivery by the Seller of the Bxxx Xxxx of Sale (as hereafter defined) and the Assignment and Assumption Agreement (as hereafter defined), each shall constitute, a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms subject as to the enforceability thereof to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights generally, and (ii) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pdi Inc)

Enforceability; Authority. This Agreement has been duly and validly executed and delivered by the Seller PDI and constitutes a legal, valid and binding obligation of the SellerPDI, enforceable against it in accordance with its terms, subject as to the enforceability thereof to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors’ rights generally, and (ii) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction. The Seller PDI has taken all necessary limited liability company corporate action to authorize the execution, delivery and performance of this Agreement by the Seller PDI and the consummation of the transactions contemplated herebyhereby and thereby. Upon execution and delivery by the Seller PDI of the Bxxx of Sale (as hereafter defined) and the Assignment and Assumption Agreement (as hereafter defined), each shall constitute, a legal, valid and binding obligation of the SellerPDI, enforceable against it in accordance with its terms subject as to the enforceability thereof to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors’ rights generally, and (ii) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pdi Inc)

Enforceability; Authority. This Agreement has been duly and validly executed and delivered by the Seller Buyer and constitutes a legal, valid and binding obligation of the SellerBuyer, enforceable against it in accordance with its terms, subject as to the enforceability thereof to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors’ rights generally, and (ii) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction. The Seller Buyer has taken all necessary limited liability company corporate action to authorize the execution, delivery and performance of this Agreement and the Note by the Seller Buyer and the consummation of the transactions contemplated herebyhereby and thereby. Upon execution and delivery by the Seller Buyer of the Note, the Bxxx of Sale (as hereafter defined) and the Assignment and Assumption Agreement (as hereafter defined), each shall constitute, a legal, valid and binding obligation of the SellerBuyer, enforceable against it in accordance with its terms subject as to the enforceability thereof to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors’ rights generally, and (ii) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pdi Inc)

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Enforceability; Authority. This Agreement has been duly and validly executed and delivered by the Seller Buyer and constitutes a legal, valid and binding obligation of the SellerBuyer, enforceable against it in accordance with its terms, subject as to the enforceability thereof to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights generally, and (ii) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction. The Seller Buyer has taken all necessary limited liability company corporate action to authorize the execution, delivery and performance of this Agreement and the Note by the Seller Buyer and the consummation of the transactions contemplated herebyhereby and thereby. Upon execution and delivery by the Seller Buyer of the Bxxx Note, the Xxxx of Sale (as hereafter defined) and the Assignment and Assumption Agreement (as hereafter defined), each shall constitute, a legal, valid and binding obligation of the SellerBuyer, enforceable against it in accordance with its terms subject as to the enforceability thereof to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights generally, and (ii) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pdi Inc)

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