Existence; Authority; Enforceability. Such party has the necessary power and authority to enter into this Agreement and to perform its obligations hereunder. Such party is duly organized and validly existing under the laws of its jurisdiction of organization, and the execution of this Agreement, and the performance of its obligations hereunder, have been authorized by all necessary corporate or analogous action on its part, and no other act or proceeding on its part is necessary to authorize the execution of this Agreement or the performance of its obligations hereunder. This Agreement has been duly executed by such party and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the effect of any laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Appears in 6 contracts
Samples: Stockholders Agreement (Amentum Holdings, Inc.), Registration Rights Agreement (Amentum Holdings, Inc.), Stockholders Agreement (Amazon Holdco Inc.)
Existence; Authority; Enforceability. Such party has the necessary power and authority to enter into this Agreement and to perform carry out its obligations hereunder. Such party is duly organized and validly existing under the laws of its jurisdiction of organization, and the execution of this Agreement, and the performance consummation of its obligations hereunderthe transactions contemplated herein, have been authorized by all necessary corporate or analogous action on its partaction, and no other act or proceeding on its part is necessary to authorize the execution of this Agreement or the performance consummation of its obligations hereunderany of the transactions contemplated hereby. This Agreement has been duly executed by such party it and constitutes its legal, valid and binding obligationobligations, enforceable against it in accordance with its terms, subject to the effect of any laws relating to terms except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or transfer and similar laws relating to or affecting creditors’ rights generally and subjectgenerally, as to enforceability, to or by the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)equity.
Appears in 2 contracts
Samples: Stockholders Agreement (Allison Transmission Holdings Inc), Stockholders Agreement (Allison Transmission Holdings Inc)
Existence; Authority; Enforceability. Such party has the necessary power and authority to enter into this Agreement and to perform its obligations hereunder. Such party is duly organized and validly existing under the laws of its respective jurisdiction of organization, and the execution of this Agreement, and the performance of its obligations hereunder, have been authorized by all necessary corporate or analogous action on its partaction, and no other act or proceeding on its part is necessary to authorize the execution of this Agreement or the performance of its obligations hereunder. This Agreement has been duly executed by such party it and constitutes its legal, valid and binding obligationobligations, enforceable against it in accordance with its terms, subject subject, as to the effect of any laws relating enforceability, to bankruptcy, insolvency, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar laws moratorium and other Laws of general applicability relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Appears in 1 contract
Samples: Shareholders’ and Registration Rights Agreement (KLR Energy Acquisition Corp.)