Common use of Valid and Enforceable Agreement; Authorization Clause in Contracts

Valid and Enforceable Agreement; Authorization. This Agreement has been duly executed and delivered by Seller and, assuming the due execution and delivery of this Agreement by the Company, constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights generally and general principles of equity. Seller has duly taken all necessary action to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby.

Appears in 5 contracts

Samples: Stock Purchase Agreement (ProPhase Labs, Inc.), Stock Purchase Agreement (ProPhase Labs, Inc.), Stock Purchase Agreement (ProPhase Labs, Inc.)

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Valid and Enforceable Agreement; Authorization. This Agreement has been duly executed and delivered by the Seller and, assuming the due execution and delivery of this Agreement by the CompanyPurchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights generally and general principles of equity. The Seller has duly taken all necessary limited partnership action to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby.

Appears in 3 contracts

Samples: Share Repurchase Agreement (Bridgepoint Education Inc), Share Repurchase Agreement (Primerica, Inc.), Share Repurchase Agreement (Primerica, Inc.)

Valid and Enforceable Agreement; Authorization. This Agreement has been duly executed and delivered by the Seller and, assuming the due execution and delivery of this Agreement by the CompanyPurchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors' rights generally and general principles of equity. The Seller has duly taken all necessary limited partnership action to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby.

Appears in 3 contracts

Samples: Share Repurchase Agreement (National Penn Bancshares Inc), Share Repurchase Agreement (National Penn Bancshares Inc), Share Repurchase Agreement (Primerica, Inc.)

Valid and Enforceable Agreement; Authorization. This Agreement has been duly executed and delivered by Seller and, assuming the due execution Purchaser and delivery of this Agreement by the Company, constitutes a legal, valid and binding obligation of Sellerthe Purchaser, enforceable against Seller the Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights generally and by general principles of equity. Seller The Purchaser has duly taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Air T Inc), Securities Purchase Agreement (Biglari Capital Corp.)

Valid and Enforceable Agreement; Authorization. This Agreement has been duly executed and delivered by Seller and, assuming the due execution and delivery of this Agreement by the CompanyPurchaser, constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights generally and general principles of equityequity (collectively, the “Enforceability Exceptions”). Seller has duly taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby.

Appears in 1 contract

Samples: Share Repurchase Agreement (Corning Inc /Ny)

Valid and Enforceable Agreement; Authorization. This Agreement has been duly executed and delivered by the Seller and, assuming the due execution and delivery of this Agreement by the Company, constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors' rights generally and general principles of equity. The Seller has duly taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby.

Appears in 1 contract

Samples: Share Repurchase Agreement (Primerica, Inc.)

Valid and Enforceable Agreement; Authorization. This Agreement has been duly executed and delivered by such Seller and, assuming the due execution and delivery of this Agreement by the Companyall parties thereto, constitutes a legal, valid and binding obligation of such Seller, enforceable against the Seller in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights generally and general principles of equity. Such Seller has duly taken all necessary limited partnership action to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby.

Appears in 1 contract

Samples: Warrant Repurchase Agreement (Talmer Bancorp, Inc.)

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Valid and Enforceable Agreement; Authorization. This Agreement has and the Transaction Agreement have been duly executed and delivered by the Seller and, assuming the due execution and delivery of this Agreement by the Company, constitutes constitute a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights generally and by general principles of equity. The Seller has duly taken all necessary corporate or limited partnership action to authorize the execution, delivery and performance of this Agreement and the Transaction Agreement and the transactions contemplated herebyhereby and thereby.

Appears in 1 contract

Samples: Share Repurchase Agreement (Hamilton Insurance Group, Ltd.)

Valid and Enforceable Agreement; Authorization. This Agreement has been duly executed and delivered by each Seller and, assuming the due execution and delivery of this Agreement by the CompanyPurchaser, constitutes a legal, valid and binding obligation of each Seller, enforceable against each Seller in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights generally and general principles of equity. Each Seller has duly taken all necessary action to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby.

Appears in 1 contract

Samples: Share Repurchase Agreement (Amedisys Inc)

Valid and Enforceable Agreement; Authorization. This Agreement has been duly executed and delivered by the Seller and, assuming the due execution and delivery of this Agreement by the CompanyPurchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights generally and general principles of equity. The Seller has duly taken all necessary action to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby.

Appears in 1 contract

Samples: Share Repurchase Agreement (MRV Communications Inc)

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