Common use of Validity of Agreement, etc Clause in Contracts

Validity of Agreement, etc. This Agreement is, or will be at the -------------------------- Closing, valid and binding upon Buyer and is, or will be at the Closing, enforceable in accordance with its respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or other laws affecting generally the enforcement of creditors' rights and except to the extent that courts may award money damages rather than specific performance of contractual provisions. Neither the execution and delivery of this Agreement by Buyer nor the consummation of the transactions contemplated hereby, nor any action of the Buyer contemplated by this Agreement, will violate any provision of the Articles of Incorporation or By-Laws of the Buyer, nor will such actions violate or be in conflict with, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or cause the acceleration of the maturity of any debt or obligation pursuant to, or result in the creation or imposition of any security interest, lien, or other encumbrance upon any property or assets of the Buyer under any agreement or commitment to which the Buyer is a party or by which the Buyer is bound, or to which the property of the Buyer is subject, or violate any statute or law or any judgment, decree, order, regulation, or rule of any court or governmental authority.

Appears in 2 contracts

Samples: Agreement of Purchase and Sale (Knickerbocker L L Co Inc), Agreement of Purchase and Sale (Knickerbocker L L Co Inc)

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Validity of Agreement, etc. This Agreement is, or will be at the -------------------------- Closing, valid and binding upon Buyer Issuer and is, or will be at the Closing, enforceable in accordance with its respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or other laws affecting generally the enforcement of creditors' rights and except to the extent that courts may award money damages rather than specific performance of contractual provisions. Neither the execution and delivery of this Agreement by Buyer the Issuer nor the consummation of the transactions contemplated hereby, nor any action of the Buyer Issuer contemplated by this Agreement, will violate any provision of the Articles of Incorporation or By-Laws of the BuyerIssuer, nor will such actions violate or be in conflict with, with or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or cause the acceleration of the maturity of of, any debt or obligation pursuant to, or result in the creation or imposition of any security interest, lien, or other encumbrance upon any property or assets of the Buyer Issuer under any agreement or commitment to which the Buyer Issuer is a party party, or by which the Buyer Issuer is bound, or to which the property of the Buyer Issuer is subject, or violate any statute or law or any judgment, decree, order, regulation, or rule of any court or governmental authority.

Appears in 2 contracts

Samples: Agreement of Purchase and Sale (Knickerbocker L L Co Inc), Agreement of Purchase and Sale (Knickerbocker L L Co Inc)

Validity of Agreement, etc. This Agreement is, or will be at the -------------------------- Closing, valid and binding upon Buyer and is, or will be at the Closing, enforceable in accordance with its respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or other laws affecting generally the enforcement of creditors' rights and except to the extent that courts may award money damages rather than specific performance of contractual provisions. Neither the execution and delivery of this Agreement by Buyer nor the consummation of the transactions contemplated hereby, nor any action of the Buyer contemplated by this Agreement, will violate any provision of the Articles of Incorporation or By-Laws of the Buyer, nor will such actions violate or be in conflict with, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or cause the acceleration of the maturity of any debt or obligation pursuant to, or result in the creation or imposition of any security interest, lien, or other encumbrance upon any property or assets of the Buyer under any agreement or commitment to which the Buyer is a party or by which the Buyer is bound, or to which the property of the Buyer is subject, or violate any statute or law or any judgment, decree, order, regulation, or rule of any court or governmental authority.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Ontro Inc)

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Validity of Agreement, etc. This Agreement is, or will be at the -------------------------- Closing, valid and binding upon Buyer Issuer and is, or will be at the Closing, enforceable in accordance with its respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or other laws affecting generally the enforcement of creditors' rights and except to the extent that courts may award money damages rather than specific performance of contractual provisions. Neither the execution and delivery of this Agreement by Buyer the Issuer nor the consummation of the transactions contemplated hereby, nor any action of the Buyer Issuer contemplated by this Agreement, will violate any provision of the Articles of Incorporation or By-Laws of the BuyerIssuer, nor will such actions violate or be in conflict with, with or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or cause the acceleration of the maturity of of, any debt or obligation pursuant to, or result in the creation or imposition of any security interest, lien, or other encumbrance upon any property or assets of the Buyer Issuer under any agreement or commitment to which the Buyer Issuer is a party party, or by which the Buyer Issuer is bound, or to which the property of the Buyer Issuer is subject, or violate any statute or law or any judgment, decree, order, regulation, or rule of any court or governmental authority.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Ontro Inc)

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