Common use of Validity and Conflicts Clause in Contracts

Validity and Conflicts. This Agreement is valid, binding and enforceable against Seller in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization other similar laws relating to the enforcement of creditors' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Subject to Seller obtaining those Third Party Consents and Regulatory Approvals (as defined below) for which it is responsible under the terms hereof, the execution of this Agreement and the consummation of the transactions contemplated herein in accordance with the terms hereof will not result in a breach of the terms and conditions of nor constitute a default under or violation of Seller's Articles of Incorporation or Bylaws or any law, regulation, court order, mortgage, note, bond, indenture, agreement, license or other instrument or obligation to which Seller is now a party or by which Seller or any of the Seller's Assets may be bound or affected or any agreement, option, understanding or commitment or any or privilege granted by Seller to any other party to purchase or otherwise acquire the Seller's Assets or result in the acceleration of or an increase in the interest rate payable under any indebtedness to which Seller is a party other than indebtedness of Seller which does not relate to the Facilities or which is to be discharged by Seller as of the Closing Date.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Regency Health Services Inc)

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Validity and Conflicts. This Agreement is valid, binding and enforceable against Seller in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization other similar laws relating to the enforcement of creditors' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Subject to Seller obtaining those Third Party Consents and Regulatory Approvals (as defined below) for which it is responsible under the terms hereof, the execution of this Agreement and the consummation of the transactions contemplated herein in accordance with the terms hereof will not result in a breach of the terms and conditions of nor constitute a default under or violation of Seller's Articles of Incorporation or Bylaws or any law, regulation, court order, mortgage, note, bond, indenture, agreement, license or other instrument or obligation to which Seller is now a party or by which Seller or any of the Seller's Assets may be bound or affected or any agreement, option, understanding or commitment or any or privilege granted by Seller to any other party to purchase or otherwise acquire the Seller's Assets or result in the acceleration of or an increase in the interest rate payable under any indebtedness to which Seller is a party other than indebtedness of Seller which does not relate to the Facilities Hospital or the Clinics or which is to be discharged by Seller as of the Closing Date.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Regency Health Services Inc)

Validity and Conflicts. This Agreement is valid, binding and enforceable against Seller in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization other similar laws relating to the enforcement of creditors' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Subject to Seller obtaining those Third Party Consents and Regulatory Approvals (as defined below) for which it is responsible under the terms hereof, the execution of this Agreement and the consummation of the transactions contemplated herein in accordance with the terms hereof will not result in a breach of the terms and conditions of nor constitute a default under or violation of Seller's Articles of Incorporation or Bylaws or any law, regulation, court order, mortgage, note, bond, indenture, agreement, license or other instrument or obligation to which Seller is now a party or by which Seller or any of the Seller's Assets may be bound or affected or any agreement, option, understanding or commitment or any or privilege granted by Seller to any other party to purchase or otherwise acquire the Seller's Assets or result in the acceleration of or an increase in the interest rate payable under any indebtedness to which Seller is a party other than indebtedness of Seller which does not relate to the Facilities Hospital or which is to be discharged by Seller as of the Closing Date.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Regency Health Services Inc)

Validity and Conflicts. This Agreement is valid, binding and enforceable against Seller in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization other similar laws relating to the enforcement of creditors' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Subject to Seller obtaining those Third Party Consents and Regulatory Approvals (as defined below) for which it is responsible under the terms hereof, the execution of this Agreement and the consummation of the transactions contemplated herein in accordance with the terms hereof will not result in a breach of the terms and conditions of nor constitute a default under or violation of Seller's Articles of Incorporation or Bylaws Partnership Agreement or any law, regulation, court order, mortgage, note, bond, indenture, agreement, license or other instrument or obligation to which Seller is now a party or by which Seller or any of the Seller's Assets may be bound or affected or any agreement, option, understanding or commitment or any or privilege granted by Seller to any other party to purchase or otherwise acquire the Seller's Assets or result in the acceleration of or an increase in the interest rate payable under any indebtedness to which Seller is a party other than indebtedness of Seller which does not relate to the Facilities Hospital or the Clinic or which is to be discharged by Seller as of the Closing Date.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Regency Health Services Inc)

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Validity and Conflicts. This Agreement is valid, binding and enforceable against Seller in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization other similar laws relating to the enforcement of creditors' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Subject to Seller obtaining those Third Party Consents and Regulatory Approvals (as defined below) for which it is responsible under the terms hereof, the execution of this Agreement and the consummation of the transactions contemplated herein in accordance with the terms hereof will not result in a breach of the terms and conditions of nor constitute a default under or violation of Seller's or the Corporation's Articles of Incorporation or Bylaws or any law, regulation, court order, mortgage, note, bond, indenture, agreement, license or other instrument or obligation to which Seller or the Corporation is now a party or by which Seller or any of the Seller's Assets Stock, the Clinic or the Corporation may be bound or affected or any agreement, option, understanding or commitment or any or privilege granted by Seller or the Corporation to any other party to purchase or otherwise acquire the SellerStock or the Corporation's Assets or result in the acceleration of or an increase in the interest rate payable under any indebtedness to which Seller or the Corporation is a party other than indebtedness of Seller which does not relate to the Facilities Stock, the Corporation or the Clinic or which is to be discharged by Seller as of the Closing Date.

Appears in 1 contract

Samples: Stock Purchase and Sale Agreement (Regency Health Services Inc)

Validity and Conflicts. This Agreement is valid, binding and enforceable against Seller in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization other similar laws relating to the enforcement of creditors' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Subject to Seller obtaining those Third Party Consents and Regulatory Approvals (as defined below) for which it is responsible under the terms hereof, the execution of this Agreement and the consummation of the transactions contemplated herein in accordance with the terms hereof will not result in a breach of the terms and conditions of nor constitute a default under or violation of Seller's Articles of Incorporation or Bylaws Partnership Agreement or any law, regulation, court order, mortgage, note, bond, indenture, agreement, license or other instrument or obligation to which Seller is now a party or by which Seller or any of the Seller's Assets may be bound or affected or any agreement, option, understanding or commitment or any or privilege granted by Seller to any other party to purchase or otherwise acquire the Seller's Assets or result in the acceleration of or an increase in the interest rate payable under any indebtedness to which Seller is a party other than indebtedness of Seller which does not relate to the Facilities Hospital Condominium Unit or which is to be discharged by Seller as of the Closing Date.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Regency Health Services Inc)

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