Common use of Validity of Transactions Clause in Contracts

Validity of Transactions. This Agreement, and each document executed and delivered by CLUSONE in connection with the transactions contemplated by this Agreement, and the performance of the transactions contemplated therein have been duly authorized, executed and delivered by CLUSONE and is each the valid and legally binding obligation of CLUSONE, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency reorganization and moratorium laws and other laws affecting enforcement of creditor's rights generally and by general principles of equity. The CLUSONE Shares issuable hereunder, when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and nonassessable. The CLUSONE Shares will be free of any liens or encumbrances, except for any restrictions imposed by federal or state securities laws.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Literary Playpen Inc), Securities Purchase Agreement (Literary Playpen Inc), Securities Purchase Agreement (Clusone Acquisition Corp)

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Validity of Transactions. This Agreement, and each document executed and delivered by CLUSONE Buyer in connection with the transactions contemplated by this Agreement, and the performance of the transactions contemplated therein have been duly authorized, executed and delivered by CLUSONE Buyer and is each the valid and legally binding obligation of CLUSONEBuyer, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency reorganization and moratorium laws and other laws affecting enforcement of creditor's rights generally and by general principles of equity. The CLUSONE Buyer Shares issuable hereunder, when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and nonassessable. The CLUSONE Buyer Shares will be free of any liens or encumbrances, except for any restrictions on resale imposed by federal or state securities laws.

Appears in 1 contract

Samples: Securities Purchase Agreement (Entreport Corp)

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