Common use of Authority; Enforceability; Conflict Clause in Contracts

Authority; Enforceability; Conflict. This Agreement and all the documents to be executed and delivered by Buyer to Seller or Escrow pursuant to the terms of this Agreement (i) have been, in the case of this Agreement, or will be, in the case of any documents to be executed pursuant to this Agreement, duly authorized, executed and delivered by Buyer; (ii) are or will be legal and binding obligations of Buyer as of the date of their respective executions; (iii) are or will be enforceable in accordance with their respective terms (except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the rights of contracting parties generally); and (iv) do not, and will not at the Close of Escrow, violate any provision of any agreement to which Buyer is a party, any of Buyer’s organizational documents or any existing obligation of or restriction on Buyer under any order, judgment or decree of any state or federal court or governmental authority binding on Buyer.

Appears in 2 contracts

Samples: Purchase and Sale Agreement and Joint Escrow Instructions (Sabra Health Care REIT, Inc.), Purchase and Sale Agreement (Sabra Health Care REIT, Inc.)

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Authority; Enforceability; Conflict. This Agreement and all the documents to be executed and delivered by Buyer to Seller or Escrow pursuant to the terms of this Agreement (i) have been, in the case of this Agreement, been or will be, in the case of any documents to be executed pursuant to this Agreement, duly authorized, executed and delivered by Buyer; (ii) are or will be legal and binding obligations of Buyer as of the date of their respective executions; (iii) are or will be enforceable in accordance with their respective terms (except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the rights of contracting parties generally); and (iv) do not, and will not at the Close of Escrow, violate any provision of any agreement to which Buyer is a party, any of Buyer’s organizational documents or any existing obligation of or restriction on Buyer under any order, judgment or decree of any state or federal court or governmental authority binding on Buyer.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (CareTrust REIT, Inc.), Purchase and Sale Agreement and Joint Escrow Instructions (Griffin-American Healthcare REIT III, Inc.)

Authority; Enforceability; Conflict. This Agreement and all the documents and items to be executed and delivered by each Seller to Buyer to Seller or Escrow pursuant to the terms of this Agreement (i) have been, in the case of this Agreement, been or will be, in the case of any documents to be executed pursuant to this Agreement, duly authorized, executed and delivered by Buyersuch Seller; (ii) are or will be legal and binding obligations of Buyer such Seller as of the date of their respective executions; (iii) are or will be enforceable in accordance with their respective terms (except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the rights of contracting parties generally); and (iv) do not, and will not at the Close of Escrow, violate any provision of any agreement to which Buyer such Seller is a party, any of Buyersuch Seller’s organizational documents or any existing obligation of or restriction on Buyer such Seller under any order, judgment or decree of any state or federal court or governmental authority binding on Buyersuch Seller; and (v) will be sufficient to convey title (if they purport to do so).

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Sabra Health Care REIT, Inc.), Purchase and Sale Agreement and Joint Escrow Instructions (Sabra Health Care REIT, Inc.)

Authority; Enforceability; Conflict. This Agreement and all the documents and items to be executed and delivered by Seller to Buyer to Seller or Escrow pursuant to the terms of this Agreement (i) have been, in the case of this Agreement, been or will be, in the case of any documents to be executed pursuant to this Agreement, duly authorized, executed and delivered by BuyerSeller; (ii) are or will be legal and binding obligations of Buyer Seller as of the date of their respective executions; (iii) are or will be enforceable in accordance with their respective terms (except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the rights of contracting parties generally); and (iv) do not, and will not at the Close of Escrow, violate any provision of any agreement to which Buyer Seller is a party, any of BuyerSeller’s organizational documents or any existing obligation of or restriction on Buyer Seller under any order, judgment or decree of any state or federal court or governmental authority binding on BuyerSeller; and (v) will be sufficient to convey title (if they purport to do so).

Appears in 2 contracts

Samples: Purchase and Sale Agreement and Joint Escrow Instructions (Sabra Health Care REIT, Inc.), Purchase and Sale Agreement and Joint Escrow Instructions (Griffin-American Healthcare REIT III, Inc.)

Authority; Enforceability; Conflict. This Agreement and all the documents and items to be executed and delivered by each Seller to Buyer to Seller or Escrow pursuant to the terms of this Agreement (i) have been, in the case of this Agreement, been or will be, in the case of any documents to be executed pursuant to this Agreement, duly authorized, executed and delivered by Buyereach such Seller; (ii) are or will be legal and binding obligations of Buyer such Seller as of the date of their respective executions; (iii) to Sellers’ actual knowledge, are or will be enforceable in accordance with their respective terms (except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the rights of contracting parties generally); and (iv) do not, and will not at the Close of Escrow, violate any provision of any agreement to which Buyer such Seller is a party, any of Buyersuch Seller’s organizational documents or any existing obligation of or restriction on Buyer Seller under any order, judgment or decree of any state or federal court or governmental authority binding on Buyersuch Seller; and (v) will, to Sellers’ actual knowledge, be sufficient to convey such Seller’s title (if they purport to do so).

Appears in 1 contract

Samples: Purchase and Sale Agreement (Sabra Health Care REIT, Inc.)

Authority; Enforceability; Conflict. This Agreement and all the documents and items to be executed and delivered by Seller to Buyer to Seller or Escrow pursuant to the terms of this Agreement (ia) have been, in the case of this Agreement, been or will be, in the case of any documents to be executed pursuant to this Agreement, duly authorized, executed and delivered by BuyerSeller; (iib) are or will be legal and binding obligations of Buyer Seller as of the date of their respective executions; (iiic) are or will be enforceable in accordance with their respective terms (except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the rights of contracting parties generally); and (ivd) do not, and will not at the Close of Escrow, violate any provision of any agreement to which Buyer Seller is a party, any of BuyerSeller’s organizational documents or any existing obligation of or restriction on Buyer Seller under any order, judgment or decree of any state or federal court or governmental authority binding on BuyerSeller.

Appears in 1 contract

Samples: Purchase and Sale Agreement and Joint Escrow Instructions (Sabra Health Care REIT, Inc.)

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Authority; Enforceability; Conflict. This Agreement and all the documents to be executed and delivered by Buyer to Seller Sellers or Escrow pursuant to the terms of this Agreement (i) have been, in the case of this Agreement, been or will be, in the case of any documents to be executed pursuant to this Agreement, duly authorized, executed and delivered by Buyer; (ii) are or will be legal and binding obligations of Buyer as of the date of their respective executions; (iii) to Buyer’s actual knowledge, are or will be enforceable in accordance with their respective terms (except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the rights of contracting parties generally); and (iv) do not, and will not at the Close of Escrow, violate any provision of any agreement to which Buyer is a party, any of Buyer’s organizational documents or any existing obligation of or restriction on Buyer under any order, judgment or decree of any state or federal court or governmental authority binding on Buyer.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Sabra Health Care REIT, Inc.)

Authority; Enforceability; Conflict. This Agreement and all the documents to be executed and delivered by Buyer to Seller or Escrow pursuant to the terms of this Agreement (i) have been, in the case of this Agreement, been or will be, in the case of any documents to be executed pursuant to this Agreement, duly authorized, executed and delivered by Buyer; (ii) are or will be legal and binding obligations of Buyer as of the date of their respective executions; (iii) are or will be enforceable in accordance with their respective terms (except to the extent that such enforcement may be limited by applicable bankruptcy, 54110.9 9 insolvency, moratorium and other principles relating to or limiting the rights of contracting parties generally); and (iv) do not, and will not at the Close of Escrow, violate any provision of any agreement to which Buyer is a party, any of Buyer’s organizational documents or any existing obligation of or restriction on Buyer under any order, judgment or decree of any state or federal court or governmental authority binding on Buyer.

Appears in 1 contract

Samples: Purchase and Sale Agreement and Joint Escrow Instructions (Sabra Health Care REIT, Inc.)

Authority; Enforceability; Conflict. This Agreement and all the documents and items to be executed and delivered by each Seller to Buyer to Seller or Escrow pursuant to the terms of this Agreement (i) have been, in the case of this Agreement, been or will be, in the case of any documents to be executed pursuant to this Agreement, duly authorized, executed and delivered by Buyersuch Seller; (ii) are or will be legal and binding obligations of Buyer such Seller as of the date of their respective executions; (iii) are or will be enforceable in accordance with their respective terms (except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the rights of contracting parties generally); and (iv) do except as set forth on Schedule 4, will not, and will not at the Close of Escrow, violate any provision of any agreement to which Buyer such Seller is a party, any of Buyersuch Seller’s organizational documents or any existing obligation of or restriction on Buyer such Seller under any order, judgment or decree of any state or federal court or governmental authority binding on Buyersuch Seller; and (v) will be sufficient to convey title (if they purport to do so).

Appears in 1 contract

Samples: Purchase and Sale Agreement (CareTrust REIT, Inc.)

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