ORGANIZATION AND ENFORCEABILITY Sample Clauses

ORGANIZATION AND ENFORCEABILITY. The Purchaser is duly organized, validly existing and in good standing under the laws of its state of organization and in any other jurisdiction where the nature of its business or ownership of its properties would require such qualification, and is or will be by the Closing Date duly qualified to transact business in the states in which the Facilities are situated. The Purchaser possesses all requisite power and authority to own and operate its properties and to carry on its business as now conducted, to enter into and perform this Agreement and the other Transaction Documents, and to carry out the Transactions. This Agreement and the other Transaction Documents, and all instruments (to the extent the same constitute agreements), documents (to the extent the same constitute agreements) and agreements to be executed by the Purchaser and/or its designees in connection herewith or therewith, are, or when delivered shall be, duly and validly executed and delivered by the Purchaser and/or its designees and are, or when delivered shall be, legal, valid and binding obligations of the Purchaser and/or such designees, enforceable against the Purchaser and/or such designees in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, conservatorship, receivership, insolvency, moratorium or similar laws affecting creditors' rights generally or by general principles of equity. The person or persons who have executed this Agreement on behalf of the Purchaser have full power and authority to sign the Transaction Documents.
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ORGANIZATION AND ENFORCEABILITY. Sellers are duly organized, validly existing and in good standing under the laws of the State of their respective organization and are qualified to transact business in the state in which each Sellers' respective Property is situated. This Contract and all instruments, documents and agreements to be executed by Sellers in connection herewith are, or when delivered shall be, duly and validly executed and delivered by Sellers to Purchaser and are, or when delivered shall be, legal, valid and binding obligations of Sellers, enforceable against Sellers in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, conservatorship, receivership, insolvency, moratorium or similar laws affecting creditors' rights generally or by general principles of equity.
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ORGANIZATION AND ENFORCEABILITY. Purchaser is duly organized, validly existing and in good standing under the laws of the state of its organization. This Contract and all instruments, documents and agreements to be executed by Purchaser in connection herewith
Sample 1
ORGANIZATION AND ENFORCEABILITY. Seller is duly organized, validly existing and in good standing under the laws of the state of its organization and is qualified to transact business in the state in which the Property is situated. This Contract and all instruments, documents and agreements to be executed by Seller in connection herewith are, or when delivered shall be, duly and validly executed and delivered by Seller to Purchaser and are, or when delivered shall be, legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, conservatorship, receivership, insolvency, moratorium or similar laws affecting creditors’ rights generally or by general principles of equity. Each individual executing this Contract on behalf of Seller represents and warrants to Purchaser that he or she is duly authorized to do so.
Sample 1
ORGANIZATION AND ENFORCEABILITY. (a) Each of Seller and each Seller Entity is a corporation or other entity, duly organized or formed and in good standing, as the case may be, and validly existing under the laws of the jurisdiction of its organization or formation. (b) Each of this Agreement and the Related Agreements constitutes, or will constitute when signed, the legal, valid and binding agreement of each of the Seller Companies party thereto, enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency and other laws affecting creditors' rights generally and to general principles of equity. (c) The execution and the delivery of this Agreement and the Related Agreements, and the consummation of the transactions contemplated hereby and thereby, have been, or will prior to signing be, duly authorized by all requisite corporate or other action on the part of each Seller Company party thereto.
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ORGANIZATION AND ENFORCEABILITY. (a) Each Buyer and each Buyer Entity is an Aktiengesellschaft or other corporation and is validly existing and in good standing under the laws of the jurisdiction of its organization. (b) Each of this Agreement and the Related Agreements constitutes the legal, valid and binding agreement of each Buyer or Buyer Entity which is a party hereto or thereto, enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency and other laws affecting creditors' rights generally and to general principles of equity. (c) The execution and the delivery of this Agreement and the Related Agreements, and the consummation of the transactions contemplated hereby and thereby, will not violate any provision of the Certificate of Incorporation or bylaws or other similar constituent documents of either Buyer or any Buyer Entity party hereto or thereto and have been duly authorized by all necessary corporate action.
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ORGANIZATION AND ENFORCEABILITY. Seller is duly organized, validly existing and in good standing under the laws of the state of Delaware and is qualified to transact business in the state of Texas. This Contract and all instruments, documents and agreements to be executed by Seller in connection herewith are, or when delivered shall be, duly and validly executed and delivered by Seller to Purchaser and are, or when delivered shall be, legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, conservatorship, receivership, insolvency, moratorium or similar laws affecting creditors' rights generally or by general principles of equity.
Sample 1
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ORGANIZATION AND ENFORCEABILITY. Purchaser is duly organized, validly existing and in good standing under the laws of the state of its organization. This Contract and all instruments, documents and agreements to be executed by Purchaser in connection herewith are, or when delivered shall be, duly and validly executed and delivered by Purchaser to Seller and are, or when delivered shall be, legal, valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, conservatorship, receivership, insolvency, moratorium or similar laws affecting creditors' rights generally or by general principles of equity.
Sample 1

Related to ORGANIZATION AND ENFORCEABILITY

  • Execution and Enforceability This Agreement has been duly executed and delivered by the Assuming Institution and when this Agreement has been duly authorized, executed and delivered by the Corporation and the Receiver, this Agreement will constitute the legal, valid and binding obligation of the Assuming Institution, enforceable in accordance with its terms.

  • Authorization and Enforceability This Agreement has been duly authorized, executed and delivered by the Seller and constitutes the valid and binding obligation of the Seller, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights of creditors generally and by equitable principles.

  • Governing Law and Enforceability This Contract will be governed and construed according to the Constitution and laws of the State of Colorado. If any provision of this Contract or any application of this Contract to the School is found contrary to law, such provision or application will have effect only to the extent permitted by law. Either party may revoke this Contract if a material provision is declared unlawful or unenforceable by any court of competent jurisdiction and the parties do not successfully negotiate a replacement provision. The parties agree to meet and discuss in good faith any material changes in law that may significantly impact their relationship as set forth in the Contract.

  • Due Authorization and Enforceability The Company has the full right, power and authority to enter into this Agreement and to perform and discharge its obligations hereunder; and this Agreement has been duly authorized, executed and delivered by the Company, and constitutes a valid, legal and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as rights to indemnity hereunder may be limited by federal or state securities laws and except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity.

  • Power, Authorization and Enforceability The Indenture Trustee has the power and authority to execute deliver and perform the terms of this Indenture. The Indenture Trustee has authorized the execution, delivery and performance of the terms of this Indenture. This Indenture is the legal, valid and binding obligation of the Indenture Trustee enforceable against the Indenture Trustee, except as may be limited by insolvency, bankruptcy, reorganization or other laws relating to or affecting the enforcement of creditors’ rights or by general equitable principles.

  • Authority and Enforceability Seller has all corporate power and authority necessary to execute and deliver, and to perform its obligations under, and, subject to the satisfaction of the closing conditions, to consummate the transactions contemplated by, this Agreement and the Ancillary Agreements. The execution, delivery and performance of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the board of directors of Seller, and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or any Ancillary Agreement or to consummate the transactions contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by Seller, and constitutes a valid and binding agreement of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, or other similar laws affecting or relating to enforcement of creditors’ rights generally or general principles of equity. At the Closing, each of the Ancillary Agreements to which Seller is contemplated to be a party will be duly and validly executed and delivered by Seller and will constitute a valid and binding agreement of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, or other similar laws affecting or relating to enforcement of creditors’ rights generally or general principles of equity.

  • Authorization, Execution and Enforceability It has full limited liability company power and authority to execute and deliver this Agreement and each other Investment Document to which it is a party, to make its respective Equity Capital Contributions and to consummate the transactions contemplated hereunder and thereunder. The execution and delivery by it of this Agreement and each other Investment Document to which it is a party and the consummation by it of the transactions contemplated hereunder and thereunder, have been duly authorized by all necessary limited liability company action. This Agreement and each other Investment Document to which it is a party has been duly executed and delivered by it. This Agreement and each other Investment Document to which it is a party constitute its valid and binding obligation, enforceable against it in accordance with its respective terms except as such terms may be limited by (i) bankruptcy, insolvency or similar laws affecting creditors’ rights generally or (ii) general principles of equity, whether considered in a proceeding in equity or at law.

  • Severability and Enforceability If any court of competent jurisdiction declares any provision of this Agreement invalid, void or unenforceable in whole or in part, for any reason, it shall be deemed not to affect or impair the validity of the remainder of this Agreement, which shall remain in full force and effect. To the extent that any court of competent jurisdiction concludes that any provision of this Agreement is void or voidable, the court shall reform such provision(s) to render the provision(s) enforceable, but only to the extent absolutely necessary to render the provision(s) enforceable.

  • Legal Enforceability Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without prejudice to any rights or remedies otherwise available to any party hereto, each party hereto acknowledges that damages would be an inadequate remedy for any breach of the provisions of this Agreement and agrees that the obligations of the parties hereunder shall be specifically enforceable.

  • Power, Authority and Enforceability The Asset Representations Reviewer has the power and authority to execute, deliver and perform its obligations under this Agreement. The Asset Representations Reviewer has authorized the execution, delivery and performance of this Agreement. This Agreement is the legal, valid and binding obligation of the Asset Representations Reviewer enforceable against the Asset Representations Reviewer, except as may be limited by insolvency, bankruptcy, reorganization or other laws relating to the enforcement of creditors’ rights or by general equitable principles.

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