Common use of Execution; Validity of Agreement Clause in Contracts

Execution; Validity of Agreement. This Agreement has been duly executed and delivered by the Company, and, assuming due and valid authorization, execution and delivery hereof by Purchaser and Sub, is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors' rights generally and (b) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Headwaters Inc), Agreement and Plan of Merger (Headwaters Inc)

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Execution; Validity of Agreement. This Agreement has been duly executed and delivered by the CompanySeller, and, assuming due and valid authorization, execution and delivery hereof by Purchaser and SubPurchaser, is a valid and binding obligation of the CompanySeller, enforceable against the Company Seller in accordance with its terms except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors' rights generally and (b) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding Proceeding therefor may be brought.

Appears in 2 contracts

Samples: Share Purchase and Sale Agreement (China Netcom Group CORP (Hong Kong) LTD), Share Purchase and Sale Agreement (China Netcom Group CORP (Hong Kong) LTD)

Execution; Validity of Agreement. This Agreement has been duly executed and delivered by the Company, Seller and, assuming due and valid authorization, execution and delivery hereof by Purchaser and SubBuyer, is a valid and binding obligation of the CompanySeller, enforceable against the Company it in accordance with its terms except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors' rights generally and (b) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the a court before which any proceeding therefor may be brought.

Appears in 1 contract

Samples: Asset Purchase Agreement (Electro Energy Inc)

Execution; Validity of Agreement. This Agreement has been duly executed and delivered by the Company, Seller and, assuming due and valid authorization, execution and delivery hereof by Purchaser and SubBuyer, is a valid and binding obligation of the CompanySeller, enforceable against the Company it in accordance with its terms except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors' rights generally and (b) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the a court before which any proceeding therefor may be brought.

Appears in 1 contract

Samples: Asset Purchase Agreement (Lithium Nickel Asset Holding Co I Inc)

Execution; Validity of Agreement. This Agreement has been duly executed and delivered by the CompanySeller, and, assuming due and valid authorization, execution and delivery hereof by Purchaser and SubPurchaser, is a valid and binding obligation of the CompanySeller, enforceable against the Company Seller in accordance with its terms terms, except that (ai) as limited by such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and transfer or other similar laws of general application affecting enforcement of Law, now or hereafter in effect, relating to or limiting creditors' rights generally and (bii) the availability of the remedy equitable remedies of specific performance or and injunctive or and other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought.

Appears in 1 contract

Samples: Stock Purchase Agreement (VeriChip CORP)

Execution; Validity of Agreement. This Agreement has been duly executed and delivered by the CompanyBuyer, and, and assuming due and valid authorization, execution and delivery hereof by Purchaser and Subthe Seller, is a valid and binding obligation of the CompanyBuyer, enforceable against the Company Buyer in accordance with its terms except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors' rights generally and (b) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ivex Packaging Corp /De/)

Execution; Validity of Agreement. This Each of this Agreement has and the Escrow Agreement have been duly executed and delivered by each Seller and constitutes the Companylegal, and, assuming due and valid authorization, execution and delivery hereof by Purchaser and Sub, is a valid and binding obligation of the Companyeach Seller, enforceable against the Company each such Seller in accordance with its terms terms, except that (a) as enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other moratorium or similar laws of general application affecting the enforcement of creditors' rights generally and (b) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor therefore may be brought.

Appears in 1 contract

Samples: Stock Sale Agreement (Yell Finance Bv)

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Execution; Validity of Agreement. This Agreement has been duly executed and delivered by the CompanySeller, and, and assuming due and valid authorization, execution and delivery hereof by Purchaser and Subthe Buyer, is a valid and binding obligation of the CompanySeller, enforceable against the Company Seller in accordance with its terms except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors' rights generally and (b) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ivex Packaging Corp /De/)

Execution; Validity of Agreement. This Agreement has been duly executed and delivered by the CompanySellers, and, assuming due and valid authorization, execution and delivery hereof by Purchaser and SubPurchaser, is a valid and binding obligation of the CompanySellers, enforceable against the Company Sellers in accordance with its terms except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors' rights generally generally, and (b) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor therefore may be brought.

Appears in 1 contract

Samples: Stock Purchase Agreement (Quixote Corp)

Execution; Validity of Agreement. This Agreement has been duly executed and delivered by the Company, and, assuming due and valid authorization, execution and delivery hereof by Purchaser and Subthe other parties hereto, is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors' rights generally and (b) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought.

Appears in 1 contract

Samples: Agreement and Plan of Merger (BPC Holding Corp)

Execution; Validity of Agreement. This Agreement has been duly executed and delivered by the CompanySeller, and, assuming due and valid authorization, execution and delivery hereof by Purchaser and SubPurchaser, is a valid and binding obligation of the Company, Seller enforceable against the Company Seller in accordance with its terms except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors' rights generally and (b) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought.

Appears in 1 contract

Samples: Stock Purchase Agreement (Newell Rubbermaid Inc)

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