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, and the Buyer hereby is granted the right of specific performance. The execution and delivery of this Agreement does not and the consummation of the transactions contemplated hereby will not (a) require the consent of any third party (except as set forth in Section 5.1 of this Agreement), (b) result in the breach of any 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 any part of the property of the Company 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 or the company is a party or by which any of them is bound, or violate or conflict with any provision of the Bylaws or Articles/ Certificate of Incorporation of the Company as amended to the date of this Agreement.

Appears in 2 contracts

Samples: Stock Purchase Agreement (International Mercantile Corp), Stock Purchase Agreement (International Mercantile Corp)

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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, and the Buyer hereby is granted the right of specific performance. The execution and delivery of this Agreement does not and the consummation of the transactions contemplated hereby will not (a) require the consent of any third party (except as set forth in Section 5.1 of this Agreement), (b) result in the breach of any 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 any part of the property of the Company 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 or the company is a party or by which any of them is bound, or violate or conflict with any provision of the Bylaws or Articles/ Articles/Certificate of Incorporation of the Company as amended to the date of this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (International Mercantile Corp)

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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 the Company enforceable in accordance with their terms, and the Buyer hereby is granted the right of specific performance. The execution and delivery of this Agreement does not and the consummation of the transactions contemplated hereby will not (ai) require the consent of any third party (except as set forth in Section 5.1 of this Agreement)party, (bii) result in the breach of any term or of 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 any part of the property of the Company pursuant to any provision of, any material order, judgment, arbitration award, injunction, decree, indenture, mortgage, lease, license, lien, or other agreement or instrument to which Seller or the company Company is a party or by which any of them it is bound, or (iii) violate or conflict with any material provision of the Bylaws by-laws or Articles/ Certificate articles of Incorporation incorporation of the Company as amended to the date of this Agreement. This Agreement and the transactions, agreements and documents contemplated hereby, have been duly and validly approved by the Company's Board of Directors and its shareholders, as required by applicable law.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Venture Catalyst Inc)

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