Enforceability of Vendor’s Obligations. This Agreement constitutes a valid and binding obligation of the Vendor enforceable against the Vendor in accordance with its 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 that equitable remedies such as specific performance and injunctions are only available in the discretion of the court from which they are sought.
Enforceability of Vendor’s Obligations. This Agreement constitutes the valid and binding obligation of such Vendor enforceable against such Vendor in accordance with its terms. Such Vendor is not an insolvent person within the meaning of the Bankruptcy and Insolvency Act (Canada) and will not become an insolvent person as a result of the Closing. There is no Legal Proceeding in progress, pending, or to the knowledge of such Vendor, Threatened against or affecting such Vendor or affecting the title of such Vendor to any of the Shares at law or in equity. There are no grounds on which any such Legal Proceeding might be commenced and there is no Order outstanding against or affecting such Vendor, in any such case, which affects adversely or might affect adversely the ability of such Vendor to enter into this Agreement or to perform its obligations hereunder.
Enforceability of Vendor’s Obligations. This Agreement constitutes the valid and binding obligation of the Vendor enforceable against the Vendor in accordance with its terms. There is no Legal Proceeding in progress, pending, or Threatened against or affecting the Vendor or affecting the title of the Vendor to any of the Purchased Assets at law or in equity. There are no grounds on which any such Legal Proceeding might be commenced and there is no Order outstanding against or affecting the Vendor which, in any such case, affects adversely or might affect adversely the ability of the Vendor to enter into this Agreement or to perform its obligations hereunder.
Enforceability of Vendor’s Obligations. This Agreement has been duly executed and delivered by the Vendor and constitutes the valid and binding obligation of the Vendor enforceable against the Vendor in accordance with its terms subject 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 that equitable remedies such as specific performance and injunctions are only available in the discretion of the court from which they are sought. There is no Legal Proceeding in progress, pending, or, to the knowledge of the Vendor, Threatened against or affecting the Vendor or affecting the title of the Vendor to any of the Shares or the New Intercompany Receivable at law or in equity. There is no Order outstanding against or affecting the Vendor which, in any such case, affects adversely or might affect adversely the ability of the Vendor to enter into this Agreement or to perform its obligations hereunder.
Enforceability of Vendor’s Obligations. This Agreement constitutes a valid and binding obligation of the Vendor enforceable against the Vendor in accordance with its 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 that equitable remedies such as specific performance and injunctions are only available in the discretion of the court from which they are sought. The Vendor is not an insolvent person within the meaning of the Bankruptcy and Insolvency Act (Canada) or similar laws of any other jurisdiction and will not become an insolvent person as a result of the Closing.
Enforceability of Vendor’s Obligations. This Agreement constitutes a valid and binding obligation of the Vendors enforceable against each of the Vendors in accordance with its 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 that equitable remedies such as specific performance and injunctions are only available in the discretion of the court from which they are sought. Neither of the Vendors is an insolvent Person within the meaning of the Bankruptcy and Insolvency Act (Canada) and will not become an insolvent Person as a result of the Closing.
Enforceability of Vendor’s Obligations. This Agreement has been duly executed and delivered by the Vendor and will (assuming due execution and delivery by the other Parties hereto) constitute a valid and binding obligation of the Vendor enforceable against the Vendor in accordance with its terms subject, however, to limitations on enforcement imposed by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability affecting creditors’ rights and to the extent that equitable remedies such as specific performance and injunction are only available in the discretion of the court from which they are sought.
Enforceability of Vendor’s Obligations. Each Vendor represents and warrants as to him or her that (i) this Agreement and all other agreements and instruments to be executed by such Vendors as contemplated by this Agreement constitute, or will constitute, a valid and binding obligation of such Vendor enforceable against such Vendor in accordance with its terms subject, however, to limitations on enforcement imposed by bankruptcy, insolvency or other laws affecting the enforcement of the rights of creditors and others and to the extent that equitable remedies such as specific performance and injunctions are only available in the discretion of the court from which they are sought and (ii) such Vendor is not an insolvent person within the meaning of the Bankruptcy and Insolvency Act (Canada) and will not become an insolvent person as a result of the Closing.
Enforceability of Vendor’s Obligations. This Agreement has been duly executed and delivered by the Vendor and constitutes the legal, valid and binding obligation of the Vendor enforceable against the Vendor in accordance with its terms subject 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 that equitable remedies such as specific performance and injunctions are only available in the discretion of the court from which they are sought. Except as set out in Schedule 4.1(3) to the Disclosure Letter, there is no Order outstanding against or affecting the Vendor which, in any such case, affects adversely the ability of the Vendor to enter into this Agreement or to perform its obligations hereunder.
Enforceability of Vendor’s Obligations. This Agreement constitutes the valid and binding obligation of the Vendor enforceable against the Vendor in accordance with its terms subject 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 that equitable remedies such as specific performance and injunctions are only available in the discretion of the court from which they are sought. The Vendor is not an insolvent person within the meaning of the Bankruptcy and Insolvency Act (Canada) and will not become an insolvent person as a result of the Closing. There is no Legal Proceeding in progress, pending, or Threatened against or affecting the title of the Vendor to any of the Purchased Assets at law or in equity. To the Vendor’s Knowledge, there are no grounds on which any such Legal Proceeding might be commenced and there is no Order outstanding against or affecting the Vendor which, in any such case, affects adversely or might affect adversely the ability of the Vendor to enter into this Agreement or to perform its obligations hereunder. The execution, delivery and performance of this Agreement will not constitute a violation of the constituting documents of the Vendor, of any provision of any agreement to which the Vendor is bound or of Applicable Law, other than non-material or otherwise insignificant violations of any of the foregoing that would reasonably be perceived to not have a material adverse affect on the obligations of the Vendor hereunder.
