Limited Liability Company Approvals. Buyer has obtained all limited liability company authorizations and approvals, including, without limitation, the authorization and approval of its Members and Managers, required for the execution and delivery of this Agreement, as well as the execution and delivery of all other instruments that are to be executed by Buyer in connection with this transaction (the "Other Buyer Instruments") and the consummation of the transactions contemplated by this Agreement. This Agreement and the Other Buyer Instruments are the valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, except to the extent that enforceability may be limited or affected by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of debtor's or contracting parties' rights, and to the extent that the availability of the remedy of specific performance or of injunctive relief or other equitable relief with respect to the enforceability of such obligations is subject to the discretion of the court before which any proceeding therefor may be brought.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Altra Industrial Motion, Inc.), Asset Purchase Agreement (Altra Holdings, Inc.)
Limited Liability Company Approvals. Buyer The Seller has obtained all limited liability company authorizations and approvals, including, without limitation, the authorization and approval of its Members and Managers, Managers required for the execution and delivery of this Agreement, Agreement as well as the execution and delivery of all other instruments that are to be executed by Buyer the Seller in connection with this transaction (the "Other Buyer Seller Instruments") and the consummation of the transactions contemplated by this Agreement. This Agreement and the Other Buyer Seller Instruments are the valid and binding obligations of Buyerthe Seller, enforceable against Buyer the Seller in accordance with their respective terms, except to the extent that enforceability may be limited or affected by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of debtor's or contracting parties' rights, and to the extent that the availability of the remedy of specific performance or of injunctive relief or other equitable relief with respect to the enforceability of such obligations is subject to the discretion of the court before which any proceeding therefor may be brought.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Altra Industrial Motion, Inc.), Asset Purchase Agreement (Altra Holdings, Inc.)