Common use of Validity and Effect of Agreements Clause in Contracts

Validity and Effect of Agreements. This Agreement constitutes, and all agreements and documents contemplated hereby when executed and delivered pursuant hereto for value received will constitute, the valid and legally binding obligations of Seller enforceable in accordance with their terms, except that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws of general application now or hereafter in effect relating to the enforcement of creditors' rights generally and except that the remedies of specific performance, injunction and other forms of equitable relief are subject to certain tests of equity jurisdiction, equitable defenses and the discretion of the curt before which any proceeding therefor may xx brought. The execution and delivery of this Agreement does not and the consummation of the transactions contemplated hereby will not (i) require the consent of any third party, or (ii) result in the breach of any terms or provision of, or constitute a default under, or result in the acceleration of or entitle any party to accelerate (whether after the giving of notice or the lapse of time or both) any obligation under, or result in the creation or imposition of any lien, charge, pledge, security interest or other encumbrance upon all or any part of the Shares pursuant to any provision of, any order, judgment, arbitration award, injunction, decree, indenture, mortgage, lease, license, lien or other agreement or instrument to which Seller is a party or by which it is bound, or violate or conflict with any provision of the by-laws or articles/certificates of incorporation of Seller as amended to the date of this Agreement, except which have been waived in writing prior to the date hereof and copies of which have been supplied to Buyer prior to closing.

Validity and Effect of Agreements. This Agreement constitutes, and all agreements and documents contemplated hereby when executed and delivered pursuant hereto for value received will constitute, the valid and legally binding obligations of Seller enforceable in accordance with their terms, except that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws of general application now or hereafter in effect relating to the enforcement of creditors' rights generally and except that the remedies of specific performance, injunction and other forms of equitable relief are subject to certain tests of equity jurisdiction, equitable defenses and the discretion of the curt court before which any proceeding therefor may xx be brought. The execution and delivery of this Agreement does not and the consummation of the transactions contemplated hereby will not (i) require the consent of any third party, or (ii) result in the breach of any terms term or provision of, or constitute a default under, or result in the acceleration of or entitle any party to accelerate (whether after the giving of notice or the lapse of time or both) any obligation under, or result in the creation or imposition of any lien, charge, pledge, security interest or other encumbrance upon all or any part of the Shares pursuant to any provision of, any order, judgment, arbitration award, injunction, decree, indenture, mortgage, lease, license, lien lien, or other agreement or instrument to which Seller is a party or by which it is bound, or violate or conflict with any provision of the by-laws or articles/certificates certificate of incorporation of Seller as amended to the date of this Agreement, except which have been waived in writing prior to the date hereof and copies of which have been supplied to Buyer prior to closing.

Validity and Effect of Agreements. This Agreement constitutes, and all agreements and documents contemplated hereby when executed and delivered pursuant hereto for value received will constitute, the valid and legally binding obligations of Seller Buyer enforceable in accordance with their terms, except that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws of general application now or hereafter in effect relating to the enforcement of creditors' rights generally and except that the remedies of specific performance, injunction and other forms of equitable relief are subject to certain tests of equity jurisdiction, equitable defenses and the discretion of the curt court before which any proceeding therefor may xx be brought. The To the best of Buyer's knowledge, the execution and delivery of this Agreement does not and the consummation of the transactions contemplated hereby will not (i) require the consent of any third partyparty (except as set forth in Paragraphs 6.1.3 and 6.1.4), or (ii) result in the breach of any terms term or provision of, or constitute a default under, or result in the acceleration of or entitle any party to accelerate (whether after the giving of notice or the lapse of time or both) any obligation under, or result in the creation or imposition of any lien, charge, pledge, security interest or other encumbrance upon all or any part of the Shares property of the Company pursuant to any provision of, any order, judgment, arbitration award, injunction, decree, indenture, mortgage, lease, license, lien lien, or other agreement or instrument to which Seller Buyer is a party or by which it is bound, or violate or conflict with any provision of the by-laws or articles/certificates of incorporation of Seller as amended to the date of this Agreement, except which have been waived in writing prior to the date hereof and copies of which have been supplied to Buyer prior to closing.

Validity and Effect of Agreements. This Agreement constitutes, and all agreements and documents contemplated hereby when executed and delivered pursuant hereto for value received will constitute, the valid and legally binding obligations of Seller Sellers enforceable in accordance with their terms, except that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws of general application now or hereafter in effect relating to the enforcement of creditors' rights generally and except that the remedies of specific performance, injunction and other forms of equitable relief are subject to certain tests of equity jurisdiction, equitable defenses and the discretion of the curt court before which any proceeding therefor may xx be brought. The To the best of Sellers' knowledge, the execution and delivery of this Agreement does not and the consummation of the transactions contemplated hereby will not (i) require the consent of any third partyparty (except as set forth in Paragraphs 6.1.3 and 6.1.4 of this Agreement), or (ii) result in the breach of any terms term or provision of, or constitute a default under, or result in the acceleration of or entitle any party to accelerate (whether after the giving of notice or the lapse of time or both) any obligation under, or result in the creation or imposition of any lien, charge, pledge, security interest or other encumbrance upon all or any part of the Shares property of the Company pursuant to any provision of, of any order, judgment, arbitration award, injunction, decree, indenture, mortgage, lease, license, lien lien, or other agreement or instrument to which Seller Sellers or the Company is a party or by which any of them is bound. This Agreement and the compliance with the terms hereof will not violate, to the best of Sellers' knowledge, the Company's articles of incorporation, bylaws, any indenture or contract to which the Company is a party or by which it is bound, or violate any statute, rule, regulation or conflict with order of any provision of the by-laws court or articles/certificates of incorporation of Seller as amended agency applicable to the date of this Agreement, except which have been waived in writing prior to the date hereof and copies of which have been supplied to Buyer prior to closingCompany or Sellers.

Validity and Effect of Agreements. This Agreement constitutes, and all agreements and documents contemplated hereby when executed and delivered pursuant hereto for value received will constitute, the valid and legally binding obligations of Seller enforceable in accordance with their terms, except that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or transferor other similar laws of general application now or hereafter in effect relating to the enforcement of creditors' rights creditors right generally and except that the remedies of specific performance, injunction and other forms of general equitable relief are subject to certain tests of equity jurisdiction, equitable defenses and the discretion of the curt before which any proceeding therefor may xx broughtprinciples. The execution and delivery of this Agreement by Seller does not not, and the consummation by Seller of the transactions transaction contemplated hereby will not not, (i) require the consent of consent, approval or authorization of, or declaration, filling or registration with any governmental or regulatory authority or any third party, or (ii) result in the breach of any terms term or provision of, or constitute a default under, or result in the acceleration of or entitle any party to accelerate (whether after the giving of notice or the lapse of time or both) any obligation under, or to result in the creation or imposition of any lien, charge, pledge, security interest or other encumbrance (collectively, "Encumbrances") upon all or any part of the Shares property of the Company pursuant to any provision of, of any order, judgment, arbitration award, injunction, decree, indenture, mortgage, lease, license, lien or other agreement or instrument to which the Seller or the Company is a party or by which it either of them is bound, . or (iii) violate or conflict with any provision of the by-laws agreements, bylaws or articles/certificates articles of incorporation of Seller the Company, as amended to the date of this Agreement, except which have been waived in writing prior to the date hereof and copies of which have been supplied to Buyer prior to closing.