Enforceability; No Violation Sample Clauses

Enforceability; No Violation. This Agreement constitutes a valid and binding obligation of each Selling Stockholder enforceable in accordance with its terms and the consummation of the transactions contemplated hereby will not result in a violation of or constitute a default under any of the terms and provisions of any agreement to which he may be a party or by which he or any of his assets may otherwise be subject or bound.
Sample 1
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Enforceability; No Violation. This Agreement constitutes a valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms, subject to general principles of equity. Neither the execution and delivery of this Agreement nor the effectuation by Purchaser of the transactions contemplated hereby (i) will violate any statute or law, or any rule, regulation, order, writ, injunction or decree of any court or governmental authority, or (ii) will violate or conflict with or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default), under, or will result in the termination of, or accelerate the performance required by, any term or provision of (A) the charter or bylaws of Purchaser, or (B) any contract, commitment, understanding, arrangement, agreement or restriction of any kind or character to which Purchaser is a party or by which Purchaser or any of its assets or properties may be bound or affected. Except for filings, consents, approvals or authorizations which will have been made or obtained or actions which will have been taken at or prior to the Closing, no filing with, or consent, approval, authorization or action by, any governmental authority is required in connection with the execution and delivery by Purchaser of this Agreement or the effectuation by it of the transactions contemplated herein.
Sample 1
Enforceability; No Violation. This Agreement and each Contribution Document to which Hancxxx xx a party has been duly executed and delivered by Hancxxx xxx is enforceable against Hancxxx xx accordance with its terms. The execution by Hancxxx xx the Contribution Documents to which it is a party and the performance by Hancxxx xx its obligations thereunder will not violate the provisions of (i) any applicable federal or state law or (ii) Hancxxx'x Xxxrter or By-Laws, or (iii) any provision of, and will not result in default or acceleration of any obligation under, any contract, agreement, order, judgment or decree to which Hancxxx xx any of its Affiliates is party, or to which any property of Hancxxx xx any of its Affiliates is subject where such violation, or default or acceleration would have a Material Adverse Effect.
Sample 1
Enforceability; No Violation. (a) Upon and after execution and delivery by the Guarantor, this Guaranty shall be a legally valid and binding obligation of the Guarantor and enforceable against him in accordance with its terms, except for (a) the effect of bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting the rights of creditors generally and (b) limitations imposed by equitable principles on the specific enforceability of any remedies, covenants or other provisions or on the availability of injunctive relief or other equitable remedies.
Sample 1
Enforceability; No Violation. This Agreement constitutes a legal, valid and binding obligation of the respective Seller, enforceable under German laws in accordance with its terms, subject only, if the case arises, to limitations on enforceability under generally applicable statutory laws. The execution and consummation of this Agreement and the performance of the transactions contemplated hereunder does not and will not violate any judicial or governmental order (gerichtliche oder behordliche Verfugung) by which the respective Seller is bound, or with respect to Seller C, 8 and 9 any provision of such Seller's Articles of Association or any legally effective resolution of such Seller's management (Geschaftsfuhrung) or shareholders' meeting. Sale and Purchase Agreement 20/32
Sample 1
Enforceability; No Violation. This Agreement is duly authorized, executed and delivered by it and, assuming the due authorization, execution and delivery thereof by the other Party hereto, is, or will be, as the case may be, its legal, valid and binding obligation enforceable against it in accordance with its terms, except to the extent that the enforceability of such Agreement may be limited by (i) applicable bankruptcy, insolvency, receivership, fraudulent conveyance or other similar laws relating to or affecting the rights and remedies of creditors generally or (ii) general principles of equity (regardless of whether considered in a proceeding in equity or at law). The execution and delivery by it of the Agreement, and the performance by it of its obligations under the Agreement will not be, in violation of its charter or bylaws or other governing documents, do not and will not contravene any applicable federal or state law, rule, regulation or order of any jurisdictional regulatory authority and do not and will not contravene or result in any breach of any provision of, or constitute a default or result in the creation of any lien under, any indenture, mortgage, material contract or other material instrument to which it is a party or by which it or its property may be bound, or require the consent or approval of any trustee or holders of its indebtedness or obligations, except for such consents or approvals as have been duly obtained, given or accomplished.
Sample 1
Enforceability; No Violation. This Agreement constitutes a legal, valid, and binding obligation of Seller, enforceable under German laws against Seller in accordance with its terms, subject only, if the case arises, to limitations on enforceability under generally applicable statutory law. Provided that the Portuguese State grants the release as described in Section 11.1 (ii), the execution and consummation of this Agreement and the performance of the transactions contemplated hereunder does not and will not (i) violate any judicial or governmental order (gerichtliche oder behördliche Verfügung) to which Seller is bound, any provision of Seller’s articles of association or any legally effective resolution of Seller’s management, supervisory board or shareholders meeting or (ii) conflict materially with any agreement, contract, lease, licence, instrument or other arrangement to which Seller is a party to an extent that such conflict would lead to a Material Adverse Effect on the Business except for any restrictions under the Investment Contracts. The execution and delivery of this Agreement by the Seller, and the consummation by it of the transactions contemplated hereby, have been duly authorized by the supervisory board of the Seller and no other corporate proceedings on the part of the Seller and EPCOS Portugal are necessary with respect thereto.
Sample 1
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Related to Enforceability; No Violation

  • Enforceability; Authority; No Conflict (a) This Agreement constitutes the legal, valid and binding obligation of Seller and Shareholder, enforceable against each of them in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder of the Assignment and Assumption Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "Seller's Closing Documents"), each of Seller's Closing Documents will constitute the legal, valid and binding obligation of the Seller and the Shareholder, enforceable against each of them in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders and board of directors. Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.

  • Enforceability If any portion or provision of this Agreement (including, without limitation, any portion or provision of any section of this Agreement) shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

  • Enforceability, etc This Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision hereof shall be prohibited or invalid under any such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating or nullifying the remainder of such provision or any other provisions of this Agreement. If any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, such provisions shall be construed by limiting and reducing it so as to be enforceable to the maximum extent permitted by applicable law.

  • Enforceability; Severability If any provision of this Agreement shall be invalid or unenforceable, in whole or in part, such provision shall be deemed to be modified or restricted to the extent and in the manner necessary to render the same valid and enforceable, or shall be deemed excised from this Agreement, as the case may require, and this Agreement shall be construed and enforced to the maximum extent permitted by law as if such provision had been originally incorporated herein as so modified or restricted, or as if such provision had not been originally incorporated herein, as the case may be.

  • Enforceability of Agreement Each of the Parties to the extent enforceable waives any right to assert that the exercise of termination rights under this Agreement is subject to the automatic stay provisions of the Bankruptcy Code, and expressly stipulates and consents hereunder to the prospective modification of the automatic stay provisions of the Bankruptcy Code for purposes of exercising termination rights under this Agreement, to the extent the Bankruptcy Court determines that such relief is required.

  • Enforceability of Covenants Director acknowledges and agrees that the covenants in this Agreement are direct consideration for a sale of a business and should be governed by standards applicable to restrictive covenants entered into in connection with a sale of a business. Director acknowledges that each of Buyer, SNB, and its Affiliated Companies have a current and future expectation of business within the Restricted Area and from the current and proposed customers of Seller that are derived from the acquisition of Seller by Buyer. Director acknowledges that the term, geographic area, and scope of the covenants set forth in this Agreement are reasonable, and agrees that he or she will not, in any action, suit or other proceeding, deny the reasonableness of, or assert the unreasonableness of, the premises, consideration, or scope of the covenants set forth herein. Director agrees that his or her position as a director of Seller involves duties and authority relating to all aspects of the Business Activities and all of the Restricted Area. Director further acknowledges that complying with the provisions contained in this Agreement will not preclude him or her from engaging in a lawful profession, trade, or business, or from becoming gainfully employed. Director and Buyer agree that Director’s obligations under the above covenants are separate and distinct under this Agreement, and the failure or alleged failure of the Buyer to perform its obligations under any other provisions of this Agreement shall not constitute a defense to the enforceability of this covenant. Director and Buyer agree that if any portion of the foregoing provisions is deemed to be unenforceable because the geography, time, or scope of activities restricted is deemed to be too broad, the court shall be authorized to substitute for the overbroad term an enforceable term that will enable the enforcement of the covenants to the maximum extent possible under applicable law. Director acknowledges and agrees that any breach or threatened breach of this covenant will result in irreparable damage and injury to the Buyer, SNB, and their Affiliated Companies and that damages arising out of such breach would be difficult to ascertain. Director hereby agrees that, in addition to all other remedies provided at law or in equity, Buyer will be entitled to exercise all rights including, without limitation, obtaining one or more temporary restraining orders, injunctive relief, and other equitable relief, including specific performance in the event of any breach or threatened breach of this Agreement, without the necessity of posting any bond or security (all of which are waived by the Director), and to exercise all other rights or remedies, at law or in equity, including, without limitation, the rights to damages.

  • Authority; Enforceability This Agreement and other agreements delivered together with this Agreement or in connection herewith have been duly authorized, executed and delivered by the Subscriber and are valid and binding agreements enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity; and Subscriber has full corporate power and authority necessary to enter into this Agreement and such other agreements and to perform its obligations hereunder and under all other agreements entered into by the Subscriber relating hereto.

  • Severability; Enforceability If any provision of this Agreement, or the application thereof to any person, place, or circumstance, shall be held to be invalid, unenforceable, or void by the final determination of a court of competent jurisdiction in any jurisdiction and all appeals therefrom shall have failed or the time for such appeals shall have expired, as to that jurisdiction and subject to this Section 5.5, such clause or provision shall be deemed eliminated from this Agreement but the remaining provisions shall nevertheless be given full force and effect. In the event this Agreement or any portion hereof is more restrictive than permitted by the law of the jurisdiction in which enforcement is sought, this Agreement or such portion shall be limited in that jurisdiction only, and shall be enforced in that jurisdiction as so limited to the maximum extent permitted by the law of that jurisdiction.

  • Enforceability of Agreements All agreements between the Company and third parties expressly referenced in the Prospectus, other than such agreements that have expired by their terms or whose termination is disclosed in documents filed by the Company on XXXXX, are legal, valid and binding obligations of the Company and, to the Company’s knowledge, enforceable in accordance with their respective terms, except to the extent that (i) enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles and (ii) the indemnification provisions of certain agreements may be limited by federal or state securities laws or public policy considerations in respect thereof, and except for any unenforceability that, individually or in the aggregate, would not have a Material Adverse Effect.

  • Enforceability of Judgment Any final judgment for a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws in respect of any suit, action or proceeding against the Company based upon this Agreement or the Deposit Agreement and any instruments or agreements entered into for the consummation of the transactions contemplated herein and therein would be recognized and enforced against the Company in the courts of the Cayman Islands, Hong Kong and the PRC (as the case may be), without re-examination or review of the merits of the cause of action in respect of which the original judgment was given or re-litigation of the matters adjudicated upon, by xxx xxxxxx xx xxx Xxxxxx Xxxxxxx, Xxxx Xxxx and PRC, provided that (i) with respect to courts of the Cayman Islands, such judgment (A) is given by a foreign court of competent jurisdiction, (B) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (C) is not in respect of taxes, a fine or a penalty, and (D) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands, and (ii) with respect to courts of the PRC, (A) adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard, (B) such judgments or the enforcement thereof are not contrary to the law, public policy, security or sovereignty of the PRC, (C) such judgments were not obtained by fraudulent means and do not conflict with any other valid judgment in the same matter between the same parties and (D) an action between the same parties in the same matter is not pending in any PRC court at the time the lawsuit is instituted in a foreign court. The Company is not aware of any reason why the enforcement in the Cayman Islands, Hong Kong or the PRC of such a New York Court judgment would be, as of the date hereof, contrary to public policy of the Cayman Islands, Hong Kong or PRC.

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