Validity of the Agreements Sample Clauses

Validity of the Agreements. Each of this Agreement and the Underwriters’ Warrant is in proper form to be enforceable against the Company in the Cayman Islands in accordance with its terms (except as rights to indemnification hereunder or thereunder may be limited by applicable law and except as the enforcement hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles); to ensure the legality, validity, enforceability or admissibility into evidence in the Cayman Islands of this Agreement or the Underwriters’ Warrant, it is not necessary that this Agreement be filed or recorded with any court or other authority in the Cayman Islands (other than court filings in the ordinary course of proceedings) or that any stamp duty or similar tax in the Cayman Islands be paid on or in respect of this Agreement, the Underwriters’ Warrant or any other documents to be furnished hereunder (other than nominal stamp duty payable on the enforcement of any documents) save and except that Cayman Islands stamp duty may be payable if the original of any such document is executed in, or brought into, the Cayman Islands.
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Validity of the Agreements. Each of this Agreement and the Deposit Agreement is in proper form to be enforceable against the Company in the Cayman Islands in accordance with its terms; to ensure the legality, validity, enforceability or admissibility into evidence in the Cayman Islands of this Agreement or the Deposit Agreement, it is not necessary that this Agreement or the Deposit Agreement be filed or recorded with any court or other authority in the Cayman Islands or that any stamp or similar tax in the Cayman Islands be paid on or in respect of this Agreement, the Deposit Agreement or any other documents to be furnished hereunder;
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Validity of the Agreements. Each Loan Party expressly acknowledges and agrees that the Credit Documents are valid and enforceable by the Administrative Agent and the Lenders against such Loan Party (except, in any case, as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by principles of equity) and expressly reaffirms each of its obligations under the Credit Documents.
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Validity of the Agreements. Each of this Agreement and the Deposit Agreement is in proper form to be enforceable against the Company in the Cayman Islands in accordance with its terms; to ensure the legality, validity, enforceability or admissibility into evidence in the Cayman Islands of this Agreement or the Deposit Agreement, it is not necessary that this Agreement or the Deposit Agreement be filed or recorded with any court or other authority in the Cayman Islands or that any stamp or similar tax in the Cayman Islands be paid on or in respect of this Agreement, the Deposit Agreement or any other documents to be furnished hereunder save and except that Cayman Islands stamp duty may be payable if the original of any such document is executed in, or brought to, the Cayman Islands;
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Validity of the Agreements. This Agreement is in proper form to be enforceable against the Company in the British Virgin Islands in accordance with its terms (except as rights to indemnification hereunder or thereunder may be limited by applicable law and except as the enforcement hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles); to ensure the legality, validity, enforceability or admissibility into evidence in the British Virgin Islands of this Agreement, it is not necessary that this Agreement be filed or recorded with any court or other authority in the British Virgin Islands (other than court filings in the ordinary course of proceedings) or that any stamp duty or similar tax in the British Virgin Islands be paid on or in respect of this Agreement or any other documents to be furnished hereunder (other than nominal stamp duty payable on the enforcement of any documents) save and except that British Virgin Islands stamp duty may be payable if the original of any such document is executed in, or brought into, the British Virgin Islands.
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Validity of the Agreements. This Agreement is in proper form to be enforceable against the Company in the Cayman Islands in accordance with its terms (except as rights to indemnification hereunder or thereunder may be limited by applicable law and except as the enforcement hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles); to ensure the legality, validity, enforceability or admissibility into evidence in the Cayman Islands of this Agreement , it is not necessary that this Agreement be filed or recorded with any court or other authority in the Cayman Islands (other than court filings in the ordinary course of proceedings) or that any stamp duty or similar tax in the Cayman Islands be paid on or in respect of this Agreement or any other documents to be furnished hereunder (other than nominal stamp duty payable on the enforcement of any documents) save and except that Cayman Islands stamp duty may be payable if the original of any such document is executed in, or brought into, the Cayman Islands.
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Validity of the Agreements. 3.1 The Agreement will be effective under the laws of Luxembourg and will take effect in accordance with its terms. 2.1 In respect of the GMRA, we refer you to Appendix 1 Part II of this Opinion. 2.2 In respect of the GMSLA, the OSLA 1994, the OSLA 1995 and the GESLA, we refer you to Appendix 2 Part II of the Opinion. 2.3 The opinions expressed under this point 3.1.paragraph 1 of Appendix 1 Part II of this Opinion and paragraph 1 of Appendix 2 Part II of this Opinion are subject to the following reservations: (a) whilst, in the event of any proceedings being brought in a Luxembourg Ccourt in respect of a monetary obligation expressed to be payable in a currency other than Euro, a Luxembourg Ccourt would have power to give judgement expressed as an order to pay a currency other than Euro, enforcement of the judgement against a party in Luxembourg would be available only in Euro and for such purposes all claims or debts would be converted into Euro; (b) enforcement of the Agreements and the rights and obligations of the parties thereto will be subject to the general statutory principles of Luxembourg law: a remedy such as specific performance or the issue of an injunction or a remedy such as termination for breach of contract are discretionary. Notwithstanding any agreement purporting to confer the availability of any remedy, such remedy may not be available where damages instead of specific performance or specific performance instead of termination for breach of contract are considered by the court to be an adequate alternative remedy; (c) a contractual provision conferring or imposing a remedy, an obligation or penalty consequent upon default (including a clause providing for the payment of replacement or unwinding costs in case of a failure to deliver securities) may not be fully enforceable if it were construed by a Luxembourg Ccourt as constituting an excessive pecuniary remedy; (d) with respect to provisions under which determination of circumstances or certification by any party is stated or implied to be conclusive and binding upon another party (such as for instance, but not limited to, provisions in relation to Ddefault Vvaluation), a Luxembourg court would be authorised to examine whether such determination occurred in good faith; (e) we express no opinion as to the validity or enforceability of provisions of the Agreements providing for interest being payable in specified circumstances on due and payable interest, such clauses may not be enforcea...
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Validity of the Agreements. Each of this Agreement and the Deposit Agreement is in proper form under the laws of the Cayman Islands for the enforcement thereof against the Company (subject, as to enforceability, to bankruptcy, insolvency, liquidation, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles); and to ensure the legality, validity, enforceability or admissibility into evidence in Cayman Islands of this Agreement and the Deposit Agreement, it is not necessary that this Agreement or the Deposit Agreement be filed or recorded with any governmental authority or agency or any official body in the Cayman Islands or that any stamp duty or similar tax in the Cayman Islands be paid on or in respect of this Agreement or the Deposit Agreement, except for Cayman Islands stamp duty if this Agreement or the Deposit Agreement is executed in or brought into the Cayman Islands.
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Related to Validity of the Agreements

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

  • 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.

  • 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 Provisions In the event that a court of competent jurisdiction shall hold any Section, or any part or portion of any Section of this Agreement, invalid, void or otherwise unenforceable, each and every remaining Section or part or portion thereof shall remain in full force and effect.

  • Entirety of the Agreement The terms and conditions of this Agreement and any of the attachments expressly incorporated by reference in this Agreement embody the entire agreement and understanding between the parties hereto, and there are no other agreements and understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. No alteration, change or modification of the terms of the Agreement shall be valid unless made in a writing signed by both parties hereto and approved by the District’s governing body, the elected School Board, or its designee pursuant to official board policy. Contractor acknowledges, that pursuant to the doctrine of sovereign immunity, any purported oral modification to this Agreement is unenforceable.

  • VALIDITY OF OBLIGATIONS The execution and delivery of this Agreement by the Company and the performance of the transactions contemplated herein have been duly and validly authorized by the Board of Directors of the Company and this Agreement has been duly and validly authorized by all necessary corporate action and is a legal, valid and binding obligation of the Company.

  • Authorization; Validity of Agreement (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions, subject to the approval and adoption of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”). The execution, delivery, and performance by the Company hereof and the consummation by the Company of the Transactions have been duly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement and the Transactions be submitted to the Company’s stockholders for approval and adoption at a meeting of such stockholders and, except for the approval and adoption hereof by the Company Required Vote and the filing of the Certificate of Merger pursuant to the DGCL, no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, and performance hereof by the Company and the consummation of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution, and delivery hereof by the Parent and Merger Sub, is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other similar Laws, now or hereafter in effect, relating to or affecting creditors’ rights and remedies generally and (ii) the effect of general principles of equity. (b) Assuming the accuracy of Section 5.15, the Company Board has taken all requisite action that is necessary so that the restrictions on “business combinations” between the Company and an “interested stockholder” as provided in Section 203 of the DGCL are inapplicable to the Merger and any of the other Transactions, including the Consent Agreements and the transactions contemplated thereby. No “moratorium,” “control share,” “fair price” or other antitakeover Laws are applicable to the Merger or any of the other Transactions, including the Consent Agreements and the transactions contemplated thereby.

  • Validity of Contracts The fact that: (a) any of the Shareholders, Trustees, or officers of the Trust is a shareholder, director, officer, partner, trustee, employee, Investment Adviser, manager, Principal Underwriter, distributor, or affiliate or agent of or for any Person with which an advisory, management or administration contract, or Principal Underwriter’s or distributor’s contract, or transfer, shareholder servicing or other type of service contract may be made, or (b) any Person with which an advisory, management or administration contract or Principal Underwriter’s or distributor’s contract, or transfer, shareholder servicing or other type of service contract may be made also has an advisory, management or administration contract, or Principal Underwriter’s or distributor’s contract, or transfer, shareholder servicing or other service contract, or has other business or interests with any other Person, shall not affect the validity of any such contract or disqualify any Shareholder, Trustee or officer of the Trust from voting upon or executing the same, or create any liability or accountability to the Trust or its Shareholders, provided approval of each such contract is made pursuant to the applicable requirements of the 1940 Act.

  • Validity of Liens The Security Documents shall be effective to create in favor of the Agent a legal, valid and enforceable first (except for Permitted Liens entitled to priority under applicable law) security interest in and lien upon the Collateral. All filings, recordings, deliveries of instruments and other actions necessary or desirable in the opinion of the Agent to protect and preserve such security interests shall have been duly effected. The Agent shall have received evidence thereof in form and substance satisfactory to the Agent.

  • Validity of Loan Documents The Loan Documents are in all respects legal, valid and binding in accordance with their terms and grant to the City a direct, valid and enforceable first lien on and security interest in and to the Property.

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