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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
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 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 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 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 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
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

Related to Enforceability of the Purchase Agreement

  • 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 Warrants The Corporation covenants and agrees that it is duly authorized to create and issue the Warrants to be issued hereunder and that the Warrants, when issued and Authenticated as herein provided, will be valid and enforceable against the Corporation in accordance with the provisions hereof and the terms hereof and that, subject to the provisions of this Indenture, the Corporation will cause the Common Shares from time to time acquired upon exercise of Warrants issued under this Indenture to be duly issued and delivered in accordance with the terms of this Indenture.

  • 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 Obligations No modification, limitation or discharge of the Obligations arising out of or by virtue of any bankruptcy, reorganization or similar proceeding for relief of debtors under federal or state law will affect, modify, limit or discharge the Guarantor’s liability in any manner whatsoever and this Guaranty will remain and continue in full force and effect and will be enforceable against the Guarantor to the same extent and with the same force and effect as if any such proceeding had not been instituted. The Guarantor waives all rights and benefits which might accrue to it by reason of any such proceeding and will be liable to the full extent hereunder, irrespective of any modification, limitation or discharge of the liability of the Borrower that may result from any such proceeding.

  • Enforceability of Contracts Each Contract with respect to each Receivable is effective to create, and has created, a legal, valid and binding obligation of the related Obligor to pay the Outstanding Balance of the Receivable created thereunder and any accrued interest thereon, enforceable against the Obligor in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

  • 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.

  • Enforceability of Loan Documents This Agreement is, and each other Loan Document to which any Loan Party is or will be a party, when delivered hereunder, will be, a legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

  • Enforceability of Other Agreements (i) The Partnership Agreement has been duly authorized, executed and delivered by the General Partner and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (ii) the GP Partnership Agreement has been duly authorized, executed and delivered by DCP Midstream GP, LLC and DCP Midstream and is a valid and legally binding agreement of DCP Midstream GP, LLC and DCP Midstream, enforceable against DCP Midstream GP, LLC and DCP Midstream in accordance with its terms; (iii) the OLP Partnership Agreement has been duly authorized, executed and delivered by the OLP GP and the Partnership and is a valid and legally binding agreement of the OLP GP and the Partnership, enforceable against the OLP GP and the Partnership in accordance with its terms; (iv) the DCP Midstream GP, LLC Limited Liability Company Agreement has been duly authorized, executed and delivered by DCP Midstream and is a valid and legally binding agreement of DCP Midstream, enforceable against DCP Midstream in accordance with its terms; and (v) the OLP GP Limited Liability Company Agreement 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, with respect to each agreement described in this Section 1(z), 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. The certificate of limited partnership of each of the Partnership, the General Partner and the Operating Partnership, the certificate of formation of each of DCP Midstream GP, LLC and the OLP GP, the Partnership Agreement, the GP Partnership Agreement, the OLP Partnership Agreement, the DCP Midstream GP, LLC Limited Liability Company Agreement and the OLP GP Limited Liability Company Agreement, in each case, as amended, are herein collectively referred to as the “Charter Documents.”

  • 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.

Most Referenced Clauses

Most Referenced Definitions