Enforceability; Conflicts. In all events, the terms and provisions of this Agreement shall be enforceable notwithstanding any conflicting term or provision set forth in any of the other Transaction Agreements. In the event of any conflict between any term or provision of this Agreement and any term or provision set forth in any of the other Transaction Agreements, such term or provision of this Agreement shall prevail over such term or provision set forth in any of the other Transaction Agreements.
Enforceability; Conflicts. This Agreement has been duly executed by each Stockholder. This Agreement and all other agreements, instruments or documents delivered at or in connection with the Closing to which a Stockholder is a party constitutes a valid and legally binding obligations of such Stockholder, enforceable against such Stockholder in accordance with their respective terms subject, however, to limitations on enforcement imposed by bankruptcy, insolvency, reorganization or other laws affecting the enforcement of the rights of creditors and others and to the extent equitable remedies such as specific performance and injunctions are only available in the discretion of the court from which they are sought. The execution, delivery and performance of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated hereby do not and will not conflict with or result in any breach, violation of or default or an event that, with notice or lapse of time or both, would be a breach, violation or default under the terms, conditions or provisions of the charter or by-laws of such Stockholder, if such Stockholder is a corporation, the Company or any Subsidiary of the Company, or any indenture, mortgage, lease, license, agreement, instrument or other document to which the Stockholder is a party or by which the Stockholder is bound, or any permit, judgment, order, decree or any statute, law, ordinance, rule or regulation applicable to the Stockholder. Except as referred to in the last sentence of Section 5.6(b), or otherwise required under the terms of this Agreement, no Permit of or with any Governmental Agency is required to be filed or obtained on or before the Closing Date in connection with the execution and delivery of this Agreement by each Stockholder or any agreement to be executed and delivered in connection herewith, or the consummation by each Stockholder of the transactions contemplated hereby and thereby.
Enforceability; Conflicts. This Agreement is binding upon, and enforceable against, each of Purchaser and SFX in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws affecting creditors' rights generally and by principles of equity (whether in a proceeding at law or in equity). Neither the execution or delivery of this Agreement by Purchaser or SFX nor the performance by Purchaser or SFX of its obligations under this Agreement will conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any material contract, lease, license, franchise, permit, indenture, mortgage, deed of trust, note agreement or other material agreement or instrument to which Purchaser or SFX is a party or is bound or any judgment, order or decree, statute, law, ordinance, rule or regulation applicable to Purchaser or SFX or the property or assets of Purchaser or SFX, Purchaser's or SFX's Certificate of Incorporation or By-laws or any applicable Law or Order to which Purchaser or SFX is a party or by which is bound.
Enforceability; Conflicts. This Agreement is a legally binding agreement that is enforceable against the Stockholder in accordance with its terms, and the Stockholder’s execution and delivery of this Agreement and the performance by the Stockholder of his or her obligations hereunder will not conflict with or violate any other agreement or understanding, written or oral, to which the Stockholder is a party or to which any of the Stockholder’s Forfeited Shares are subject or bound.
Enforceability; Conflicts. This Agreement is a legally binding agreement that is enforceable against the Company in accordance with its terms, and the Company’s execution and delivery of this Agreement and the performance by the Company of its obligations hereunder will not conflict with or violate any other agreement or understanding, written or oral, to which the Company is a party or to which any of its assets are subject or bound.
Enforceability; Conflicts. In all events, the terms and provisions of this Letter Agreement shall be enforceable notwithstanding any conflicting term or provision set forth in the Note. In the event of any conflict between any term or provision of this Letter Agreement and any term or provision set forth in the Purchase Agreement or Debenture, such term or provision of this Letter Agreement shall prevail over such term or provision set forth in the Purchase Agreement or Debenture. Noting in this Letter Agreement shall affect any rights that CIMA may have under the Purchase Agreement or Debenture. This Letter Agreement, the Purchase Agreement, the Debenture and the License Agreement, together with any exhibits and schedules hereto and thereto, constitute the entire agreement among the parties hereto relating to the subject matter thereof.
Enforceability; Conflicts. Subject to its execution by all the parties, this Agreement is a legally binding agreement that is enforceable against such Seller in accordance with its terms, and such Seller’s execution and delivery of this Agreement and the performance by such Seller of its obligations hereunder will not conflict with or violate any other major agreement or understanding, written or oral, to which such Seller is a party or to which any of the Iteris Shares held by such Seller are subject or bound.
