Common use of Agreement Authorized and Effect on Other Obligations Clause in Contracts

Agreement Authorized and Effect on Other Obligations. The execution and delivery of this Agreement and all instruments to be executed by Seller hereunder have been authorized by all necessary corporate, shareholder and other action on the part of the Seller and the Shareholders, and this Agreement and all instruments to be executed by the Seller and the Shareholders hereunder are the valid and binding obligations of the Seller and the Shareholders enforceable (subject to normal equitable principals) against each of such parties in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, debtor relief or similar laws affecting the rights of creditors generally. The Seller and the Shareholders represent and warrant that the execution, delivery and performance of this Agreement and all instruments to be executed by the Seller hereunder and the consummation of the transactions contemplated hereby and thereby, will not conflict with or result in a violation or breach of any term or provision of, nor constitute a default under (i) the Articles of Incorporation or Bylaws (or other organizational documents) of the Seller, (ii) any obligation, indenture, mortgage, deed of trust, lease, contract or other agreement to which the Seller or the Shareholders are a party or by which the Seller or the Shareholders or their respective properties are bound; or (iii) to the best of their knowledge, any provision of any law, rule, regulation, order, permits, certificate, writ, judgment, injunction, decree, determination, award or other decision of any court, arbitrator or other governmental authority to which the Seller or the Shareholders or any of their respective properties are subject.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Key Energy Group Inc), Asset Purchase Agreement (Key Energy Group Inc)

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Agreement Authorized and Effect on Other Obligations. The execution and delivery of this Agreement and all instruments to be executed by Seller and the Shareholder hereunder have been authorized by all necessary corporate, shareholder and other action on the part of the Seller and the Shareholders, Shareholder and this Agreement and all instruments to be executed by the Seller and the Shareholders Shareholder hereunder are the valid and binding obligations of the Seller and the Shareholders Shareholder enforceable (subject to normal equitable principals) against each of such parties in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, debtor relief or similar laws affecting the rights of creditors generally. The Seller and the Shareholders represent and warrant that the execution, delivery and performance of this Agreement and all instruments to be executed by the Seller and the Shareholder hereunder and the consummation of the transactions contemplated hereby and thereby, will not conflict with or result in a violation or breach of any term or provision of, nor constitute a default under (i) the Articles of Incorporation or Bylaws (or other organizational documents) of the Seller, (ii) except as set forth on Schedule 2.1.9 hereto, any obligation, indenture, mortgage, deed of trust, lease, contract or other agreement to which the Seller or the Shareholders are Shareholder is a party or by which the Seller or the Shareholders Shareholder or their respective properties are bound; or (iii) to the best of their knowledge, any provision of any law, rule, regulation, order, permits, certificate, writ, judgment, injunction, decree, determination, award or other decision of any court, arbitrator or other governmental authority to which the Seller or the Shareholders Shareholder, or any of their respective properties are subject.

Appears in 1 contract

Samples: Asset Purchase Agreement (Key Energy Group Inc)

Agreement Authorized and Effect on Other Obligations. The execution and delivery of this Agreement and all instruments to be executed by Seller and the Shareholders hereunder have been authorized by all necessary corporate, shareholder and other action on the part of the Seller and each of the Shareholders, and this Agreement and all instruments to be executed by the Seller and the Shareholders hereunder are the valid and binding obligations of the Seller and each of the Shareholders enforceable (subject to normal equitable principals) against each of such parties in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, debtor relief or similar laws affecting the rights of creditors generally. The Seller and the Shareholders represent and warrant that the execution, delivery and performance of this Agreement and all instruments to be executed by the Seller and the Shareholders hereunder and the consummation of the transactions contemplated hereby and thereby, will not conflict with or result in a violation or breach of any term or provision of, nor constitute a default under (i) the Articles of Incorporation or Bylaws (or other organizational documents) of the Seller, (ii) any obligation, indenture, mortgage, deed of trust, lease, contract or other agreement to which the Seller or any of the Shareholders are a party or by which the Seller or any of the Shareholders or their respective properties are bound; or (iii) to the best of their knowledge, any provision of any law, rule, regulation, order, permits, certificate, writ, judgment, injunction, decree, determination, award or other decision of any court, arbitrator or other governmental authority to which the Seller or any of the Shareholders or any of their respective properties are subject.

Appears in 1 contract

Samples: Asset Purchase Agreement (Key Energy Group Inc)

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Agreement Authorized and Effect on Other Obligations. The execution and delivery of this Agreement and all instruments to be executed by Seller hereunder have been authorized by all necessary corporate, shareholder and other action on the part of the Seller and the ShareholdersShareholder, and this Agreement and all instruments to be executed by the Seller and the Shareholders Shareholder hereunder are the valid and binding obligations of the Seller and the Shareholders Shareholder enforceable (subject to normal equitable principals) against each of such parties in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, debtor relief or similar laws affecting the rights of creditors generally. The Seller and the Shareholders Shareholder represent and warrant that the execution, delivery and performance of this Agreement and all instruments to be executed by the Seller hereunder and the consummation of the transactions contemplated hereby and thereby, will not conflict with or result in a violation or breach of any term or provision of, nor constitute a default under (i) the Articles of Incorporation or Bylaws (or other organizational documents) of the Seller, (ii) any obligation, indenture, mortgage, deed of trust, lease, contract or other agreement to which the Seller or the Shareholders are Shareholder is a party or by which the Seller or the Shareholders Shareholder or their respective properties are bound; or (iii) to the best of their knowledge, any provision of any law, rule, regulation, order, permits, certificate, writ, judgment, injunction, decree, determination, award or other decision of any court, arbitrator or other governmental authority to which the Seller or the Shareholders Shareholder or any of their respective properties are subject.

Appears in 1 contract

Samples: Asset Purchase Agreement (Key Energy Group Inc)

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