Enforceability of the Purchase Agreement Sample Clauses

Enforceability of the Purchase Agreement. The Purchase Agreement has been duly authorized, executed and delivered by the parties thereto and is a valid and legally binding agreement of the parties thereto, enforceable against the parties thereto in accordance with its terms; provided that the enforceability of the Purchase Agreement may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing.
Sample 1Sample 2
AutoNDA by SimpleDocs
Enforceability of the Purchase Agreement. The Purchase Agreement has been duly authorized, executed and delivered by the Company and, assuming the due authorization, execution and delivery of the Purchase Agreement by the other parties thereto, is a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms.
Sample 1
Enforceability of the Purchase Agreement. Borrower shall, and shall cause Broker-Dealer to, strictly enforce the provisions of the Purchase Agreement and shall take, and shall cause Broker-Dealer to take, any action as is reasonably requested by Bank to enforce, perfect, protect, implement, continue, maintain and preserve Bank’s Enforcement Right.
Sample 1
Enforceability of the Purchase Agreement. The General Partner has the power and authority to enter into, on behalf of the Partnership, the Purchase Agreement between TSC and the Partnership related to the acquisition of the entities that own the Suezmax tankers the African Spirit, the Asian Spirit and the European Spirit (the "PURCHASE AGREEMENT") and to carry out its obligations thereunder. The Purchase Agreement has been duly authorized, validly executed and delivered by the General Partner, on behalf of the Partnership, and is a valid and legally binding agreement of the Partnership, enforceable against it in accordance with its terms, except as such enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and, provided, further, that the indemnity provisions contained in the Purchase Agreement may be limited by applicable laws and public policy.
Sample 1
Enforceability of the Purchase Agreement. The Purchase and Sale Agreement dated as of August 6, 2010 by and between Targa Versado Holdings LP, as the seller, and the Partnership, as the buyer, as the same may be amended or restated at or prior to the Closing Date (the “Purchase Agreement”), whereby the Partnership will acquire the following interests: (i) 100% of the limited liability company interests in Targa Versado GP LLC, a Delaware limited liability company (“Targa Versado GP”), and (ii) 100% of the limited partner interests in Targa Versado LP, a Delaware limited partnership (“Targa Versado LP”) and together with Targa Versado GP, the “Purchased Companies”), has been duly authorized, executed and delivered by Targa Versado Holdings LP and the Partnership and is a valid and legally binding agreement of Targa Versado Holdings LP and the Partnership, enforceable against Targa Versado Holdings LP and the Partnership in accordance with its terms; provided that, with respect to the agreement described in this Section 1(q), the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); provided further; that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable laws and public policy.
Sample 1
Enforceability of the Purchase Agreement. The Purchase and Sale Agreement dated as of March 31, 2010 by and between Targa LP Inc., Targa Midstream Holdings LLC, a Delaware limited liability company (“TMH”), and Targa Permian GP LLC, a Delaware limited liability company (“Permian GP”), as the sellers, and the Partnership, as the buyer, as the same may be amended or restated at or prior to the Closing Date (the “Purchase Agreement”), whereby the Partnership will acquire the following interests: (i) 100% of the limited partner interests in Targa Midstream Services Limited Partnership, a Delaware limited partnership (“TMS”), (ii) 100% of the limited liability company interests in Targa Gas Marketing LLC, a Delaware limited liability company (“TGM”), (iii) 100% of the limited and general partner interests in Targa Permian LP, a Delaware limited partnership (“Permian”), (iv) 100% of the limited partner interests in Targa Straddle LP, a Delaware limited partnership (“Targa Straddle”), and (v) 100% of the limited liability company interests in Targa Straddle GP LLC, a Delaware limited liability company (“Targa Straddle GP” and together with TMS, TGM, Permian and Targa Straddle, the “Purchased Companies”), has been duly authorized, executed and delivered by Targa LP Inc., TMH, Permian GP and the Partnership and is a valid and legally binding agreement of TMH, Targa LP Inc., Permian GP and the Partnership, enforceable against Targa LP Inc., TMH, Permian GP and the Partnership in accordance with its terms; provided that, with respect to each agreement described in this Section 1(q), the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); provided further; that the indemnity, contribution and exoneration provisions contained in any of such agreements may be limited by applicable laws and public policy.
Sample 1
Enforceability of the Purchase Agreement. The Membership Interest Purchase and Sale Agreement, dated as of November 14, 2012 (as the same may be amended or restated at or prior to the Closing Date, the “Purchase Agreement”), by and among the Partnership, Saddle Butte Pipeline LLC, Saddle Butte Fort Berthold Gathering, LLC and Saddle Butte Assets, LLC, whereby the Partnership will acquire 100% of the equity interests in Saddle Butte Fort Berthold Gathering, LLC and Saddle Butte Assets, LLC, has been duly authorized, executed and delivered by the Partnership and is a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; provided, that the enforceability of the Purchase Agreement may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); provided, further, that the indemnity, contribution and exoneration provisions contained in such agreement may be limited by applicable laws and public policy.
Sample 1
AutoNDA by SimpleDocs

Related to Enforceability of the Purchase Agreement

  • of the Purchase Agreement Section 2.5 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

  • Terms of the Purchase Agreement The terms of the Purchase Agreement, including but not limited to Assignor's representations, warranties, covenants, agreements and indemnities relating to the Assumed Liabilities, are incorporated herein by this reference. Assignor acknowledges and agrees that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

  • REINSTATEMENT OF PURCHASE AGREEMENT All other provisions and conditions of the referred Purchase Agreement, as well as its related Attachments, which are not specifically amended by this Amendment No. 17, shall remain in full force and effect without any change.

  • Repurchase Agreement Upon the receipt of payment in connection with any repurchase agreement related to such securities entered into by the Fund; 3)

  • Repurchase Agreements With respect to all agreements pursuant to which the Company or any of its Subsidiaries has purchased securities subject to an agreement to resell, if any, the Company or any of its Subsidiaries, as the case may be, has a valid, perfected first lien or security interest in the government securities or other collateral securing the repurchase agreement, and, as of the date hereof, the value of such collateral equals or exceeds the amount of the debt secured thereby.

  • The Purchase Agreement This Agreement has been duly authorized, executed and delivered by the Company and the Guarantors.

  • Repurchase by Agreement The Trust may repurchase Shares directly, or through the Distributor or another agent designated for the purpose, by agreement with the owner thereof at a price not exceeding the Net Asset Value per Share determined as of the time when the purchase or contract of purchase is made or the Net Asset Value as of any time which may be later determined, provided payment is not made for the Shares prior to the time as of which such Net Asset Value is determined.

  • Note Purchase Agreement The conditions precedent to the obligations of the Applicable Pass Through Trustees and the other requirements relating to the Aircraft and the Equipment Notes set forth in the Note Purchase Agreement shall have been satisfied.

  • Purchase Agreements The Sponsor has executed and delivered a Private Placement Warrants Purchase Agreement, the form of which is annexed as an exhibit to the Registration Statement (the “Sponsor Purchase Agreement”), pursuant to which the Sponsor will, among other things, on the Closing Date, consummate the purchase of and deliver the purchase price for the Placement Warrants allocated to the Sponsor described in Section 1.4.2. The Representative has executed and delivered a Private Placement Warrants Purchase Agreement, the form of which is annexed as an exhibit to the Registration Statement (the “Representative Purchase Agreement”, together with the Sponsor Purchase Agreement, the “Purchase Agreements”), pursuant to which the Representative will, among other things, on the Closing Date, consummate the purchase of and deliver the purchase price for the Placement Warrants allocated to the Representative described in Section 1.4.2. Pursuant to the Purchase Agreements, (i) the Sponsor and the Representative have waived any and all rights and claims it may have to any proceeds, and any interest thereon, held in the Trust Account in respect of the Placement Warrants, and (ii) certain proceeds from the sale of the Placement Warrants will be deposited by the Company in the Trust Account in accordance with the terms of the Trust Agreement on the Closing Date as provided for in the Purchase Agreements.

  • Receivables Purchase Agreement The Transferor, in its capacity as purchaser of Receivables from the RPA Seller under the Receivables Purchase Agreement, shall enforce the covenants and agreements of the RPA Seller as set forth in the Receivables Purchase Agreement, including its agreement to designate Additional Accounts as and when required in order for the Transferor to fulfill its undertakings in Section 2.06. The Transferor shall not amend, waive or otherwise modify the Receivables Purchase Agreement except in accordance with its terms.

Time is Money Join Law Insider Premium to draft better contracts faster.