Validity of Agreement and Non-Conflict Sample Clauses

Validity of Agreement and Non-Conflict. Except as described in this Section, none of the authorization, creation, execution, delivery of this Agreement or any of the instruments which Seller is obligated to execute and deliver in accordance with this Agreement requires Seller to obtain any approval or consent of any governmental agency or authority having jurisdiction of Seller, nor is Seller in conflict with or contravention of, as applicable, the provisions of any material indenture, instrument, agreement or undertaking to which Seller is a party or by which Seller or any of its respective properties or assets are bound, including, without limitation, the Property. This Agreement and each instrument executed and delivered by Seller constitutes a valid and legally binding obligation of Seller and, when executed and delivered, of the instruments which Seller is obligated to execute and deliver in accordance with this Agreement will constitute valid and legally binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except to the extent that the enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws or events relating to or affecting creditors' rights generally. 74691.000 Purchase Agreement Hi Ho Silver Claims 101412
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Validity of Agreement and Non-Conflict. Except as described in this Section, none of the authorization, creation, execution, delivery of this Agreement or any of the instruments which Seller is obligated to execute and deliver in accordance with this Agreement requires Seller to obtain any approval or consent of any governmental agency or authority having jurisdiction of Seller, nor is it in conflict with or contravention of, as applicable, the provisions of any material indenture, instrument, agreement or undertaking to which Seller is a party or by which it or any of its respective properties or assets are bound, including, without limitation, the Property.
Sample 1
Validity of Agreement and Non-Conflict. Except as described in this Section, none of the authorization, creation, execution, delivery of this Agreement or any of the instruments which Rubicon is obligated to execute and deliver in accordance with this Agreement requires Rubicon to obtain any approval or consent of any governmental agency or authority having jurisdiction of Rubicon, nor is it in conflict with or contravention of, as applicable, the provisions of any material indenture, instrument, agreement or under-taking to which Rubicon is a party or by which it or any of its respective properties or assets are bound, including, without limitation, the Property. This Agreement and each instrument executed and delivered by Rubicon constitutes a valid and legally binding obligation of Rubicon and, when executed and delivered, of the instruments which Rubicon is obligated to execute and deliver in accordance with this Agreement will constitute valid and legally binding obligations of Rubicon, enforceable against it in accordance with their respective terms, except to the extent that the enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws or events relating to or affecting creditors' rights generally.
Sample 1
Validity of Agreement and Non-Conflict. Except as described in this Section, none of the authorization, creation, execution, delivery of this Agreement or any of the instruments which Claimstaker is obligated to execute and deliver in accordance with this Agreement requires Claimstaker to obtain any approval or consent of any governmental agency or authority having jurisdiction of Claimstaker, nor is it in conflict with or contravention of, as applicable, the provisions of any material indenture, instrument, agreement or undertaking to which Claimstaker is a party or by which it or any of its respective properties or assets are bound, including, without limitation, the Property. This Agreement and each instrument executed and delivered by Claimstaker constitutes a valid and legally binding obligation of Claimstaker and, when executed and delivered, of the instruments which Claimstaker is obligated to execute and deliver in accordance with this Agreement will constitute valid and legally binding obligations of Claimstaker, enforceable against it in accordance with their respective terms, except to the extent that the enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws or events relating to or affecting creditors' rights generally.
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Related to Validity of Agreement and Non-Conflict

  • Validity of Agreement The Company shall be precluded from asserting in any Proceeding, including, without limitation, an action under Section 12 (a) above, that the provisions of this Agreement are not valid, binding and enforceable or that there is insufficient consideration for this Agreement and shall stipulate in court that the Company is bound by all the provisions of this Agreement.

  • Validity of Agreements Each of this Agreement and the Indenture has been duly executed and delivered on behalf of the Republic and constitutes a valid and binding obligation of the Republic, enforceable against the Republic in accordance with its terms.

  • Authorization; Validity of Agreement The Company has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the Board of Directors of the Company and no other action (except the approval of the requisite Stockholders solely with respect to consummation of the Merger) on the part of the Company or any of its Stockholders or subsidiaries is necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and (assuming due and valid authorization, execution and delivery hereof by Parent and Acquisition Corp.) is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

  • Authorization and Validity of Agreement Such party has all requisite power and authority to execute, deliver and perform its obligations under this Agreement, the agreements and instruments to which it is to be a party required to effect the Restructuring (the “Restructuring Agreements”) and the agreements to be delivered by it at the Closing pursuant to Section 5.3 (the “Other Agreements”). The execution, delivery and performance by such party of this Agreement, the Restructuring Agreements and the Other Agreements and the consummation by it of the transactions contemplated hereby and thereby have been duly and validly authorized by the board of directors, managing members or analogous governing body of such party and, to the extent required by law, its stockholders or members, and no other corporate or other action on its part is necessary to authorize the execution and delivery by such party of this Agreement, the Restructuring Agreements and the Other Agreements, the performance by it of its obligations hereunder and thereunder and the consummation by it of the transactions contemplated hereby and thereby. This Agreement has been, and each of the Restructuring Agreements and each of the Other Agreements, when executed and delivered, will be, duly executed and delivered by such party and each is, or will be, a valid and binding obligation of such party, enforceable in accordance with its terms.

  • Authorization and Validity of Agreements The execution, delivery and performance by it of this Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized and approved by all necessary corporate or equivalent action on its part. This Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or other laws relating to or affecting creditors’ rights generally and by general equity principles.

  • Validity of Agreement; Authorization Each Acquiror has full power and authority to enter into this Agreement and the other Transaction Documents to which such Acquiror is a party and to perform its obligations hereunder and thereunder and to comply with the terms and conditions hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents to which such Acquiror is a party and the performance by such Acquiror of its respective obligations hereunder and thereunder have been duly authorized by such Acquiror’s governing body and, to the extent required, its equityholder(s), and no other proceedings on the part of such Acquiror are necessary to authorize such execution, delivery and performance. This Agreement and the other Transaction Documents to which such Acquiror is a party have been duly executed and delivered by such Acquiror (except for any Transaction Documents required to be executed and delivered at the Closing, in which case such Transaction Documents will be duly executed and delivered by such Acquiror at the Closing) and, assuming due execution and delivery by the other parties hereto and thereto, constitute or will constitute such Acquiror’s valid and binding obligation, enforceable against such Acquiror in accordance with their respective terms, except insofar as such enforceability may be limited by Enforceability Exceptions.

  • Severability of Agreement Should any part of this Agreement for any reason be declared invalid by a court of competent jurisdiction, such decision shall not affect the validity of any remaining portion, which remaining provisions shall remain in full force and effect as if this Agreement had been executed with the invalid portion thereof eliminated, and it is hereby declared the intention of the parties that they would have executed the remaining portions of this Agreement without including any such part, parts or portions which may, for any reason, be hereafter declared invalid.

  • Validity of Provisions Should any part of this Agreement for any reason be declared by any court of competent jurisdiction to be invalid, that decision shall not affect the validity of the remaining portion, which shall continue in full force and effect as if this Agreement had been executed with the invalid portion eliminated, it being the intent of the parties that they would have executed the remaining portion of the Agreement without including any part or portion that may for any reason be declared invalid.

  • Validity of the Agreement This Agreement constitutes the legal, valid and binding agreement of Seller enforceable against Seller in accordance with its terms.

  • Enforceability of Agreement Each of the Parties to the extent enforceable waives any right to assert that the exercise of termination rights under this Agreement is subject to the automatic stay provisions of the Bankruptcy Code, and expressly stipulates and consents hereunder to the prospective modification of the automatic stay provisions of the Bankruptcy Code for purposes of exercising termination rights under this Agreement, to the extent the Bankruptcy Court determines that such relief is required.

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