Nature; Validity Sample Clauses

Nature; Validity. The Insurance Policies are sufficient in all material respects for the operation of the Business. Since December 31, 2013, all products liability (if any) and general liability policies maintained by or for the benefit of Sellers have been “occurrence” policies and not “claims made” policies. All Insurance Policies are valid, outstanding and enforceable policies. Sellers are not currently subject to any notice of cancellation or termination with respect to any Insurance Policy and to the knowledge of Sellers, no event or condition exists or has occurred that could result in cancellation of any Insurance Policy prior to its scheduled expiration date. None of the insurance carriers providing coverage under the Insurance Policies has declared bankruptcy or provided notice of insolvency to any Seller. No Insurance Policy (nor any previous policy) provides for or is subject to any currently enforceable retroactive rate or premium adjustment, loss sharing arrangement or other actual or contingent Liability arising wholly or partially out of events arising prior to the Closing. Sellers have not received any notice from or on behalf of any insurance carrier issuing any Insurance Policy that insurance rates therefor will hereafter be substantially increased or that there will hereafter be a cancellation or an increase in a deductible (or an increase in premiums to maintain an existing deductible) or nonrenewal of any Insurance Policy.
Sample 1Sample 2
Nature; Validity. Since December 31, 2009, all products liability and general liability policies maintained by or for the benefit of the Companies have been “occurrence” policies and not “claims made” policies. To the Companies’ Knowledge, all Company Insurance Policies are valid, outstanding and enforceable policies. The Companies have not received any written notice of cancellation or termination with respect to any Company Insurance Policy, and to the Companies’ Knowledge, no event or condition exists or has occurred that could result in cancellation of any Company Insurance Policy prior to its scheduled expiration date. None of the insurance carriers providing coverage under the Company Insurance Policies has declared bankruptcy or provided notice of insolvency to the Companies or any Shareholder. Except for bonding purposes, since January 1, 2008, to the Companies’ Knowledge, the Companies have not received written notice of denial of insurance coverage with respect to any of their assets or business where the Companies would have a reasonable basis to believe such denial is related to the operation or conduct of the Companies’ business. No Company Insurance Policy (nor any previous policy) provides for or is subject to any currently enforceable retroactive rate or premium adjustment, loss sharing arrangement or other actual or contingent Liability arising wholly or partially out of events arising prior to the Closing. The Companies have not received any written notice from or on behalf of any insurance carrier issuing any Company Insurance Policy that insurance rates therefor will hereafter be substantially increased (except to the extent insurance rates may be increased for all similarly situated risks) or that there will hereafter be a cancellation or an increase in a deductible (or an increase in premiums to maintain an existing deductible) or nonrenewal of any Company Insurance Policy.
Sample 1
Nature; Validity. To the knowledge of the Companies, all the Business Insurance Policies provide insurance coverage with respect to the Business of the kinds, in the amounts and against the risks customarily maintained by organizations similarly situated. The Business Insurance Policies are sufficient in all material respects for compliance by each Company with all requirements of Law applicable to the conduct of the Business and with the requirements of all material Contracts to which such Company is a party. Since July 1, 2014, all products liability and general liability policies maintained by or for the benefit of any Company with respect to the Business have been “occurrence” policies and not “claims made” policies. All the Business Insurance Policies are valid, outstanding and enforceable policies. No Company has received any notice of cancellation or termination with respect to any Business Insurance Policy, and to the Companies’ knowledge, no event or condition exists or has occurred that could result in cancellation of any Business Insurance Policy prior to its scheduled expiration date. To the knowledge of the Companies, none of the insurance carriers providing coverage under the Business Insurance Policies has declared bankruptcy or provided notice of insolvency to any Company. No Company has been refused any insurance with respect to any of the Purchased Assets or the Business. No Business Insurance Policy provides for or is subject to any currently enforceable retroactive rate or premium adjustment, loss sharing arrangement or other actual or contingent Liability arising wholly or partially out of events arising prior to the Closing. No Company has received any written notice from or on behalf of any insurance carrier issuing any Business Insurance Policy that insurance rates therefor shall hereafter be substantially increased (except to the extent insurance rates may be increased for all similarly situated risks) or that there shall hereafter be a cancellation or an increase in a deductible (or an increase in premiums to maintain an existing deductible) or nonrenewal of any Business Insurance Policy.
Sample 1
Nature; Validity. All Polycom Insurance Policies provide insurance coverage with respect to the assets, Liabilities or operations of each Polycom Company of the kinds, in the customary amounts and against the risks as are customary in all material respects for companies of similar size in the same or similar line of business as such Polycom Company, and are sufficient, in all material respects, for each Polycom Company to satisfy the requirements of all Material Contracts. All Polycom Insurance Policies showing a current policy period on Schedule 4.19(a) (each, a “Polycom Current Insurance Policy”) are valid, outstanding and enforceable policies in all material respects. Since March 31, 2016, no Polycom Company has received any notice of cancellation or termination with respect to any Polycom Current Insurance Policy. Since March 31, 2016, no Polycom Company has been refused any insurance with respect to any aspect of its assets, Liabilities or operations, except where such refusal would be reasonably be expected to, individually or in the aggregate, be not material to Polycom. Since March 31, 2016, no Polycom Company has received any written notice from or on behalf of any insurance carrier issuing any Polycom Current Insurance Policy that insurance rates therefor will hereafter be substantially increased (except to the extent insurance rates may be increased for all similarly situated risks). Other than workers compensation insurance policies, no Polycom Insurance Policy (nor any previous policy) provides for or is subject to any currently enforceable retroactive rate or other premium adjustment arising wholly or partially out of any events arising prior to the Closing that would reasonably be expected to be material to Polycom.
Sample 1
Nature; Validity. All Company Insurance Policies provide insurance coverage with respect to the Company’s business, assets or Liabilities of the kinds, in the amounts and against the risks customarily maintained by organizations similarly situated. The Company Insurance Policies are sufficient in all material respects for compliance by the Company with all requirements of Law and with the requirements of all Material Contracts to which the Company is a party. Since January 1, 2006, all products liability and general liability policies maintained by or for the benefit of the Company have been “occurrence” policies and not “claims made” policies. All Company Insurance Policies are valid, outstanding and enforceable policies. The Company has not received any notice of cancellation or termination with respect to any Company Insurance Policy, and to the Company’s knowledge, no event or condition exists or has occurred that could result in cancellation of any Company Insurance Policy prior to its scheduled expiration date. The Company has not been refused any insurance with respect to any aspect of its assets or business. No Company Insurance Policy (nor any previous policy) provides for or is subject to any currently enforceable retroactive rate or premium adjustment, loss sharing arrangement or other actual or contingent Liability arising wholly or partially out of events arising prior to the Closing. The Company has not received any notice from or on behalf of any insurance carrier issuing any Company Insurance Policy that insurance rates therefor will hereafter be substantially increased (except to the extent insurance rates may be increased for all similarly situated risks) or that there will hereafter be a cancellation or an increase in a deductible (or an increase in premiums to maintain an existing deductible) or nonrenewal of any Company Insurance Policy.
Sample 1

Related to Nature; Validity

  • Legal validity Subject to any general principles of law limiting its obligations and referred to in any legal opinion required under this Agreement, each Finance Document to which it is a party is its legally binding, valid and enforceable obligation.

  • Governing Law; Validity The interpretation, construction and performance of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Illinois without regard to the principle of conflicts of laws. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement, which other provisions shall remain in full force and effect.

  • Authorization and Validity This Agreement and each promissory note, contract, instrument and other document required hereby or at any time hereafter delivered to Bank in connection herewith (collectively, the "Loan Documents") have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of Borrower or the party which executes the same, enforceable in accordance with their respective terms.

  • Patent Validity Any dispute regarding the validity of any Licensed Patent shall be litigated in the courts located in Santa Xxxxx County, California, and the parties agree not to challenge personal jurisdiction in that forum.

  • Authority and Validity 14 4.3. No Breach or Violation............................................14 4.4. Assets............................................................14 4.5.

  • Continued Validity A holder of shares of Common Stock issued upon the exercise of this Warrant, in whole or in part (other than a holder who acquires such shares after the same have been publicly sold pursuant to a Registration Statement under the Securities Act or sold pursuant to Rule 144 thereunder), shall continue to be entitled with respect to such shares to all rights to which it would have been entitled as Holder under Sections 9, 10 and 14 of this Warrant. The Company will, at the time of exercise of this Warrant, in whole or in part, upon the request of Holder, acknowledge in writing, in form reasonably satisfactory to Holder, its continuing obligation to afford Holder all such rights; provided, however, that if Holder shall fail to make any such request, such failure shall not affect the continuing obligation of the Company to afford to Holder all such rights.

  • Survival and Enforceability of this Arbitration Clause This Arbitration Clause shall survive the expiration or termination, or any transfer, of the warranty on your unit. If any part of this Arbitration Clause, except waiv- ers of class-action rights, is found to be unenforceable for any reason, the remainder of this clause and the warranty shall remain enforceable. If, in a case in which class-action allegations have been made, the waiver of class-action rights under this warranty is found to be unenforceable with respect to any part of the dispute, the parts of the dispute as to which the waiver of

  • Authorization; Validity The execution, delivery and performance of this Agreement and the other Transaction Documents have been duly and validly authorized by the Board of Directors of Buyer. This Agreement has been duly and validly executed and delivered by Buyer and (assuming the valid execution and delivery of this Agreement by Seller) constitutes a legal, valid and binding agreement of Buyer enforceable against it in accordance with its terms.

  • Authority; Execution and Delivery; Enforceability (a) The Company has all requisite corporate power and authority to execute, deliver and perform this Agreement and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions have been duly authorized by all necessary corporate and stockholder action on the part of the Company, subject, in the case of the Merger, to receipt of the Company Stockholder Approval if required by applicable Law. The Company has duly executed and delivered this Agreement and this Agreement constitutes its legal, valid and binding obligation, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Laws affecting creditors’ rights generally and by general principles of equity. (b) The Board of Directors of the Company (the “Company Board”), at a meeting duly called and held at which directors of the Company constituting a quorum were present, duly and unanimously adopted resolutions (i) approving and declaring advisable this Agreement, the Offer, the Merger and the other Transactions, (ii) determining that the terms of the Offer, the Merger and the other Transactions are fair to and in the best interests of the Company and its stockholders, (iii) recommending that the holders of Company Common Stock accept the Offer and tender their shares of Company Common Stock pursuant to the Offer, (iv) directing that, if required by the DGCL, this Agreement be submitted to a vote at a meeting of the Company’s stockholders and (v) recommending that, if required by the DGCL, the Company’s stockholders adopt this Agreement. Such resolutions are sufficient to render the restrictions on “business combinations” (as defined in Section 203 of the DGCL) of Section 203 of the DGCL inapplicable to Parent and Sub and this Agreement, the Offer, the Merger and the other Transactions. Other than Section 203 of the DGCL and Chapter 80B of the Minnesota Statutes, no state takeover statute or similar statute or regulation applies to the Company or any Company Subsidiary with respect to this Agreement, the Offer, the Merger or any other Transaction. (c) The Company has been advised by each of its directors and executive officers (which executive officers are, to the knowledge of the Company, aware of the Transactions as of the date hereof) that each such person intends to tender and sell all shares of Company Common Stock owned by such person in the Offer, except to the extent of any restrictions created by Section 16(b) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) and otherwise intends to support the consummation of the Transactions.

  • Due Execution; Enforceability The Transaction Documents have been or will be duly executed and delivered by Seller, for good and valuable consideration. The Transaction Documents constitute the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms subject to bankruptcy, insolvency, and other limitations on creditors’ rights generally and to equitable principles.

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