Common use of Execution; Validity of Agreement Clause in Contracts

Execution; Validity of Agreement. This Agreement has been duly executed and delivered by such Seller. This Agreement constitutes, and, when executed and delivered by such Seller, each other Transaction Document to which such Seller is a party will constitute (in each case assuming due and valid authorization, execution and delivery by the other parties hereto and thereto), a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar Applicable 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 such proceeding may be brought.

Appears in 2 contracts

Samples: Stock and Membership Interest Purchase Agreement, Stock and Membership Interest Purchase Agreement (Cott Corp /Cn/)

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Execution; Validity of Agreement. This Agreement has been duly and validly executed and delivered by such Sellerthe Company. This Agreement constitutes, and, when executed and delivered by such Sellerthe Company, each other Transaction Document to which such Seller the Company is a party will constitute (in each case assuming due and valid authorization, execution and delivery by the other parties hereto and thereto), a legal, valid and binding obligation of such Sellerthe Company, enforceable against such Seller the Company in accordance with its terms terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar Applicable 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 such proceeding may be brought.

Appears in 2 contracts

Samples: Stock and Membership Interest Purchase Agreement, Stock and Membership Interest Purchase Agreement (Cott Corp /Cn/)

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