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. 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. 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.
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. (b) No insolvency or similar proceedings regarding any Purchasers or any of its assets are pending or threatened and there are no circumstances which would require or justify the opening of or application for such proceedings. Neither Purchaser is illiquid (zahlungsunfähig) nor over-indebted (überschuldet) nor is such situation imminent.
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. 2.2 No insolvency or similar proceedings regarding any Seller or its respective assets are pending or threatened in writing under any applicable Laws and there are no circumstances that would require or justify the opening of or application for such proceedings under applicable German Law and under the applicable Laws of the country in which any such Seller has its statutory seat. Each Seller is not illiquid (zahlungsunfähig) or over-indebted (überschuldet) nor is any such situation imminent under applicable German Law and under the applicable Laws of the country in which such Seller has its statutory seat.
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.

  • 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.

  • Authorization and Enforceability This Agreement has been duly authorized, executed and delivered by the Seller and constitutes the valid and binding obligation of the Seller, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights of creditors generally and by equitable principles.

  • 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 Seller has all corporate power and authority necessary to execute and deliver, and to perform its obligations under, and, subject to the satisfaction of the closing conditions, to consummate the transactions contemplated by, this Agreement and the Ancillary Agreements. The execution, delivery and performance of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the board of directors of Seller, and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or any Ancillary Agreement or to consummate the transactions contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by Seller, and constitutes a valid and binding agreement of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, or other similar laws affecting or relating to enforcement of creditors’ rights generally or general principles of equity. At the Closing, each of the Ancillary Agreements to which Seller is contemplated to be a party will be duly and validly executed and delivered by Seller and will constitute a valid and binding agreement of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, or other similar laws affecting or relating to enforcement of creditors’ rights generally or general principles of equity.

  • 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 Authorization and Enforceability The Company has the full right, power and authority to enter into this Agreement and to perform and discharge its obligations hereunder; and this Agreement has been duly authorized, executed and delivered by the Company, and constitutes a valid, legal and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as rights to indemnity hereunder may be limited by federal or state securities laws and except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity.

  • Governing Law and Enforceability This Contract will be governed and construed according to the Constitution and laws of the State of Colorado. If any provision of this Contract or any application of this Contract to the School is found contrary to law, such provision or application will have effect only to the extent permitted by law. Either party may revoke this Contract if a material provision is declared unlawful or unenforceable by any court of competent jurisdiction and the parties do not successfully negotiate a replacement provision. The parties agree to meet and discuss in good faith any material changes in law that may significantly impact their relationship as set forth in the Contract.

  • Authorization, Execution and Enforceability It has full limited liability company power and authority to execute and deliver this Agreement and each other Investment Document to which it is a party, to make its respective Equity Capital Contributions and to consummate the transactions contemplated hereunder and thereunder. The execution and delivery by it of this Agreement and each other Investment Document to which it is a party and the consummation by it of the transactions contemplated hereunder and thereunder, have been duly authorized by all necessary limited liability company action. This Agreement and each other Investment Document to which it is a party has been duly executed and delivered by it. This Agreement and each other Investment Document to which it is a party constitute its valid and binding obligation, enforceable against it in accordance with its respective terms except as such terms may be limited by (i) bankruptcy, insolvency or similar laws affecting creditors’ rights generally or (ii) general principles of equity, whether considered in a proceeding in equity or at law.

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