Power; Binding Effect; Non-Contravention Sample Clauses

Power; Binding Effect; Non-Contravention. (a) Each of Stagecoach I and Stagecoach Energy has all requisite right, power and authority (including all requisite approvals and authorizations of its managers and members) to execute and deliver this Agreement, to perform all of its obligations hereunder in accordance with the terms hereof, and to consummate all of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Stagecoach I and Stagecoach Energy and, assuming due authorization, execution and delivery by the Purchasers, constitutes a legal, valid and binding agreement of each of Stagecoach I and Stagecoach Energy, enforceable against each of Stagecoach I and Stagecoach Energy in accordance with its terms, subject as to enforcement to bankruptcy, insolvency or similar Laws affecting creditors’ rights generally or by equitable principles relating to the availability of remedies. (b) The execution and delivery of this Agreement by each of Stagecoach I and Stagecoach Energy, the performance by each of Stagecoach I and Stagecoach Energy of its obligations under this Agreement in accordance with the terms hereof, and the consummation by each of Stagecoach I and Stagecoach Energy of the transactions contemplated hereby, will not conflict with or result (with or without the giving of notice or the lapse of time or both) in any conflict, violation, breach, or default, or the creation of any Lien, or the termination, acceleration, vesting, or modification of any right or obligation, under or in respect of (x) the organizational documents of each of Stagecoach I and Stagecoach Energy, (y) any Law, or (z) any Contracts and Other Agreements or Permits to which either Stagecoach I or Stagecoach Energy is a party or by which either Stagecoach I or Stagecoach Energy or any of their respective assets is or are bound, except as set forth in Schedule 3.2(b) or, in the case of clauses (y) and (z), as would not have a Seller Material Adverse Effect.
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Power; Binding Effect; Non-Contravention. (a) Stagecoach II has all requisite right, power and authority (including all requisite approvals and authorizations of its managers and members) to execute and deliver this Agreement, to perform all of its obligations hereunder in accordance with the terms hereof, and to consummate all of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Stagecoach II and, assuming due authorization, execution and delivery by the Purchasers, constitutes a legal, valid and binding agreement of Stagecoach II, enforceable against Stagecoach II in accordance with its terms, subject as to enforcement to bankruptcy, insolvency or similar Laws affecting creditors’ rights generally or by equitable principles relating to the availability of remedies. (b) The execution and delivery of this Agreement by Stagecoach II, the performance by Stagecoach II of its obligations under this Agreement in accordance with the terms hereof, and the consummation by Stagecoach II of the transactions contemplated hereby, will not conflict with or result (with or without the giving of notice or the lapse of time or both) in any conflict, violation, breach, or default, or the creation of any Lien, or the termination, acceleration, vesting, or modification of any right or obligation, under or in respect of (x) the organizational documents of Stagecoach II, (y) any Law, or (z) any Contracts and Other Agreements or Permits to which Stagecoach II is a party or by which Stagecoach II or any of Stagecoach II’s assets is or are bound, except as set forth in Schedule 4.2(b).
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Power; Binding Effect; Non-Contravention. (a) The Purchasers have all requisite right, power and authority (including all requisite approvals and authorizations of their managers and members) to execute and deliver this Agreement, to perform all of their obligations hereunder in accordance with the terms hereof, and to consummate all of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Purchasers and, assuming due authorization, execution and delivery by the Sellers, constitutes a legal, valid and binding agreement of the Purchasers, enforceable against the Purchasers in accordance with its terms, subject as to enforcement to bankruptcy, insolvency or similar Laws affecting creditors’ rights generally or by equitable principles relating to the availability of remedies. (b) The execution and delivery of this Agreement by the Purchasers, the performance by the Purchasers of their obligations under this Agreement in accordance with the terms hereof, and the consummation by the Purchasers of the transactions contemplated hereby, will not conflict with or result (with or without the giving of notice or the lapse of time or both) in any conflict, violation, breach, or default, or the creation of any Lien, or the termination, acceleration, vesting, or modification of any right or obligation, under or in respect of (x) the organizational documents of the Purchasers, (y) any Law, or (z) any Contracts and Other Agreements or Permits to which the Purchasers are a party or by which the Purchasers or any of the Purchasers’ assets are bound, except as set forth in Schedule 6.2.
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Related to Power; Binding Effect; Non-Contravention

  • Authorization; Binding Effect (i) Seller has all requisite corporate power and authority to execute, deliver and perform this Agreement and the Collateral Agreements to which it will be a party and to effect the transactions contemplated hereby and thereby, and the execution, delivery and performance of this Agreement and the Collateral Agreements to which it will be a party has been duly authorized by all requisite corporate action. (ii) Each Subsidiary that has title to any Purchased Asset or asset acquired after the date hereof that will be a Purchased Asset or an obligation that is or will be an Assumed Liability has all requisite corporate power and authority to execute, deliver and perform the Collateral Agreements to which it will be a party and to effect the transactions contemplated thereby, and the execution, delivery and performance of the Collateral Agreements to which it will be a party has been duly authorized by all requisite corporate action. (b) This Agreement has been duly executed and delivered by Seller and this Agreement is, and the Collateral Agreements to which Seller and each Subsidiary that has title to any asset that is or will be a Purchased Asset or any obligation that is or will be an Assumed Liability, will be a party when duly executed and delivered by Seller or such Subsidiary will be, valid and legally binding obligations of Seller or such Subsidiary, enforceable against Seller or such Subsidiary, as applicable, in accordance with their respective terms, except to the extent that enforcement of the rights and remedies created hereby and thereby may be affected by bankruptcy, reorganization, moratorium, insolvency and similar Laws of general application affecting the rights and remedies of creditors and by general equity principles.

  • Governing Law; Binding Effect This First Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York and shall be binding upon the parties hereto and their respective successors and assigns.

  • Assignability; Binding Effect This Agreement is not assignable by any Party without the prior written consent of the other Parties and any attempt to assign this Agreement without such consent shall be void and of no effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

  • Authorization and Binding Effect The execution and delivery of this Agreement, the performance by such Seller of its obligations hereunder and the consummation of the transactions contemplated hereby in accordance with the terms hereof have been duly authorized by all requisite action on the part of such Seller. This Agreement has been duly executed and delivered by such Seller, and, assuming due execution and delivery by each of the other Parties, constitutes the legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general equitable principles.

  • Binding Effect; Assignability This Agreement shall be binding upon and inure to the benefit of the Buyer and the Seller and their respective successors and permitted assigns. The Seller may not assign any of its rights hereunder or any interest herein without the prior written consent of the Buyer, except as provided in Section 3.11 or as otherwise herein specifically provided. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as the parties hereto shall agree.

  • Binding Effect; No Assignment This Agreement shall be binding on and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and assigns, except that (other than to effect the provisions of Paragraph 14) it may not be assigned by either party without the other party’s written consent.

  • Binding Effect, Etc Any amendment or waiver consented to as provided in this Section 17 applies equally to all holders of Notes and is binding upon them and upon each future holder of any Note and upon the Company without regard to whether such Note has been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Company and the holder of any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such Note. As used herein, the term “this Agreement” and references thereto shall mean this Agreement as it may from time to time be amended or supplemented.

  • Binding Effect; Assignment This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns. This Agreement shall not be assigned by either party without the prior written consent of the other party hereto.

  • Assignment; Binding Effect Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

  • Duration of Agreement; Binding Effect (a) This Agreement shall continue until and terminate on the later of (i) the date that Indemnitee shall have ceased to serve as a director, officer, employee or agent of the Company or as a director, trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any other foreign or domestic corporation, real estate investment trust, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise that such person is or was serving in such capacity at the request of the Company and (ii) the date that Indemnitee is no longer subject to any actual or possible Proceeding (including any rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section 12 of this Agreement). (b) The indemnification and advance of Expenses provided by, or granted pursuant to, this Agreement shall be binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company or a director, trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any other foreign or domestic corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise that such person is or was serving in such capacity at the request of the Company, and shall inure to the benefit of Indemnitee and Indemnitee’s spouse, assigns, heirs, devisees, executors and administrators and other legal representatives. (c) The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. (d) The Company and Indemnitee agree that a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree that Indemnitee may enforce this Agreement by seeking injunctive relief and/or specific performance hereof, without any necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee shall not be precluded from seeking or obtaining any other relief to which Indemnitee may be entitled. Indemnitee shall further be entitled to such specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bonds or other undertakings in connection therewith. The Company acknowledges that, in the absence of a waiver, a bond or undertaking may be required of Indemnitee by a court, and the Company hereby waives any such requirement of such a bond or undertaking.

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