Validity and Enforceability of Agreement Sample Clauses

Validity and Enforceability of Agreement. The parties further agree that this contract is valid and enforceable in any action that may hereafter be commenced by either party in any jurisdiction.
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Validity and Enforceability of Agreement. This Agreement constitutes its legal, valid, and binding obligation, enforceable in accordance with its terms, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws affecting creditors’ rights generally.
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Validity and Enforceability of Agreement. Each of the Seller and DSI has the corporate power and authority to execute, deliver and, subject to the approval of the stockholders of DSI, carry out the terms and provisions of this Agreement in accordance with its terms. This Agreement has been duly authorized, executed and delivered by each of the Seller and DSI pursuant to action taken by the Boards of Directors of the Seller and DSI and constitutes a valid and binding obligation of each of the Seller and DSI enforceable in accordance with its terms.
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Validity and Enforceability of Agreement. All proceedings or corporate actions required to be taken by the Buyer relative to the execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been or will shortly be properly taken. This Agreement has been duly executed on behalf of the Buyer and is a valid and binding obligation of the Buyer, enforceable in accordance with its terms, except as such enforcement may be affected by (i) laws of general application relating to the enforcement of creditors' rights, or (ii) the availability of equitable remedies which are subject to the discretion of the court before which any proceedings therefor may be brought.
Sample 1
Validity and Enforceability of Agreement. (a) This Agreement and all other documents as contemplated hereby constitute legal, valid and binding obligations of the Purchasers enforceable against the Purchasers under German Law in accordance with their respective terms. There are no proceedings pending, or to the Purchasers’ Best Knowledge threatened, or which ought reasonably to be expected against or affecting the Purchasers before any court or arbitral or governmental body which in any manner challenges or seeks to prevent, forbid, alter or materially delay the transactions contemplated by this Agreement by any third party on any legal basis, including the voidance (Anfechtung) under the Laws for the protection of creditor rights, and there are no facts or circumstances likely to give rise to any such challenge.
Sample 1
Validity and Enforceability of Agreement. 2.1 This Agreement and all other documents as contemplated hereby constitute legal, valid and binding obligations of each respective Seller, enforceable against each of them under German law and under the applicable Laws of the country in which such Seller has its statutory seat in accordance with its respective terms. There are no proceedings pending, or to Sellers’ Best Knowledge threatened in writing against or affecting any Seller or the Target Group Companies, before any court or arbitral or governmental body that challenges or seeks to prevent, alter or delay the transactions contemplated by this Agreement by any third party on any legal basis, including the rescission (Anfechtung) under the applicable Laws for the protection of creditor rights, and there are no facts or circumstances that would reasonably be expected to give rise to such challenge.
Sample 1

Related to Validity and Enforceability of Agreement

  • Authorization, Validity and Enforceability The execution, delivery and performance of all Loan Documents executed by Borrower are within Borrower’s powers, have been duly authorized, and are not in conflict with Borrower’s certificate of incorporation or by-laws, or the terms of any charter or other organizational document of Borrower, as amended from time to time; and all such Loan Documents constitute valid and binding obligations of Borrower, enforceable in accordance with their terms (except as may be limited by bankruptcy, insolvency and similar laws affecting the enforcement of creditors’ rights in general, and subject to general principles of equity).

  • Validity and Enforceability The Company and its Subsidiaries’ rights in the Company-Owned IP are valid, subsisting, and enforceable, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and each of its Subsidiaries have taken reasonable steps to maintain the Company IP and to protect and preserve the confidentiality of all trade secrets included in the Company IP, except where the failure to take such actions would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

  • Authority; Validity and Enforceability The Company has the requisite corporate power and authority to enter into this Agreement, the Certificate of Designations, the Registration Rights Agreement of even date herewith between the Company and Buyer, a copy of which is annexed hereto as Annex IV (the "Registration Rights Agreement") and the Warrants and to perform all of its obligations hereunder and thereunder (including the issuance, sale and delivery to Buyer of the Securities). The execution, delivery and performance by the Company of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement, and the consummation by the Company of the transactions contemplated hereby and thereby (the issuance of the Preferred Stock, the Warrants and the issuance and reservation for issuance of the Conversion Shares and Warrant Shares), has been duly authorized by all necessary corporate action on the part of the Company and no further consent or authorization of the Company or its Board of Directors or stockholders is required, except to the extent stockholder approval is required under NASDAQ rules. Each of this Agreement, the Certificate of Designations, the Warrants and the Registration Rights Agreement has been duly validly executed and delivered by the Company and each instrument constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and general equitable principles. The Securities have been duly and validly authorized for issuance by the Company against receipt of the consideration thereof, and, when executed and delivered by the Company, will be valid and binding obligations of the Company enforceable against it in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and general equitable principles.

  • Severability and Enforceability If any court of competent jurisdiction declares any provision of this Agreement invalid, void or unenforceable in whole or in part, for any reason, it shall be deemed not to affect or impair the validity of the remainder of this Agreement, which shall remain in full force and effect. To the extent that any court of competent jurisdiction concludes that any provision of this Agreement is void or voidable, the court shall reform such provision(s) to render the provision(s) enforceable, but only to the extent absolutely necessary to render the provision(s) enforceable.

  • Title, Authorization, Validity and Enforceability Such Grantor has good and valid rights in or the power to transfer the Collateral owned by it and title to the Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens except for Liens permitted under Section 4.1.6 hereof, and has full corporate, limited liability company or partnership, as applicable, power and authority to grant to the Administrative Agent the security interest in such Collateral pursuant hereto. The execution and delivery by such Grantor of this Security Agreement have been duly authorized by proper corporate, limited liability company, limited partnership or partnership, as applicable, proceedings, and this Security Agreement constitutes a legal, valid and binding obligation of such Grantor and creates a security interest which is enforceable against such Grantor in all Collateral it now owns or hereafter acquires, except as enforceability may be limited by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization or similar laws relating to or affecting the enforcement of creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law), and (iii) requirements of reasonableness, good faith and fair dealing. When financing statements have been filed in the appropriate offices against such Grantor in the locations listed in Exhibit “E”, the Administrative Agent will have a fully perfected first priority security interest in the Collateral owned by such Grantor in which a security interest may be perfected by filing of a financing statement under the UCC, subject only to Liens permitted under Section 4.1.6 hereof.

  • Authorization and Enforceability This Agreement constitutes Buyer’s legal, valid and binding obligation, enforceable in accordance with its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and other laws for the protection of creditors, as well as to general principles of equity, regardless whether such enforceability is considered in a proceeding in equity or at law.

  • Validity; Enforceability This Agreement has been duly executed and delivered by the Company, and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by, or subject to, any bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and subject to general principles of equity.

  • Authority and Enforceability The execution and delivery of this Agreement and the documents to be executed and delivered at the Closing pursuant to the transactions contemplated hereby, and performance in accordance with the terms hereof and thereof, have been duly authorized by Seller and all such documents constitute valid and binding agreements of Seller enforceable in accordance with their terms.

  • Execution and Enforceability This Agreement has been duly executed and delivered by the Assuming Institution and when this Agreement has been duly authorized, executed and delivered by the Corporation and the Receiver, this Agreement will constitute the legal, valid and binding obligation of the Assuming Institution, enforceable in accordance with its terms.

  • Due Execution and Enforceability This Agreement has been duly executed and delivered by the Purchaser and constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to the Enforceability Qualifications.

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