Common use of Authorization and Enforceability Clause in Contracts

Authorization and Enforceability. The execution, delivery and performance of this Agreement and the transactions contemplated hereby have been duly and validly authorized by all requisite limited liability company action on its part. This Agreement constitutes, and all agreements and instruments delivered by it pursuant hereto constitute, the legal, valid and binding obligations of it, enforceable in accordance with their respective terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and other laws for the protection of creditors, as well as to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

Appears in 2 contracts

Sources: Asset Purchase Agreement (CNX Gas CORP), Asset Purchase Agreement (CNX Gas CORP)

Authorization and Enforceability. The execution, delivery and performance of this Agreement and the transactions contemplated hereby have been duly and validly authorized by all requisite limited liability company action on its partof the Purchaser. This Agreement constitutes, and all agreements and instruments delivered by it pursuant hereto constitute, constitutes the legal, valid and binding obligations obligation of itthe Purchaser, and is enforceable in accordance with their respective its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and other laws for the protection of creditorscreditors generally, as well as to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

Appears in 2 contracts

Sources: Securities Purchase Agreement (Petro River Oil Corp.), Securities Purchase Agreement (Petro River Oil Corp.)

Authorization and Enforceability. The execution, delivery and performance of this Agreement and the transactions contemplated hereby have been duly and validly authorized by all requisite limited liability company action on its part. This Agreement constitutes, and all agreements and instruments delivered by it pursuant hereto constitute, the legal, valid and binding obligations of it, enforceable in accordance with their respective terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and other laws for the protection of creditors, as well as to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

Appears in 2 contracts

Sources: Asset Exchange Agreement (CNX Gas CORP), Asset Purchase Agreement (CNX Gas CORP)

Authorization and Enforceability. The execution, delivery and performance of this Agreement and the transactions contemplated hereby this Transaction have been duly and validly authorized by all requisite limited liability company action on its partbehalf of Buyer. This Agreement constitutes, and all agreements and instruments delivered by it pursuant hereto constitute, the constitutes Buyer’s legal, valid and binding obligations of itobligation, enforceable in accordance with their respective its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and other similar laws for the protection of creditors, as well as to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

Appears in 2 contracts

Sources: Purchase and Sale Agreement (Ausam Energy Corp), Purchase and Sale Agreement (Ausam Energy Corp)

Authorization and Enforceability. The execution, delivery and performance of this Agreement and the transactions contemplated hereby this Transaction have been duly and validly authorized by all requisite limited liability company action on its partbehalf of Buyer. This Agreement constitutes, and all agreements and instruments delivered each other document executed by it pursuant hereto constitute, the Buyer in connection with this Transaction constitutes Buyer's legal, valid and binding obligations of itobligation, enforceable in accordance with their respective terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and other similar laws for the protection of creditors, creditors and equitable principles which may limit the availability of certain equitable remedies (such as well as to general principles of equity, regardless of whether such enforceability is considered specific performance) in a proceeding in equity or at lawcertain instances.

Appears in 2 contracts

Sources: Purchase and Sale Agreement (Petroleum Development Corp), Purchase and Sale Agreement (Petroleum Development Corp)

Authorization and Enforceability. The execution, delivery and performance of this This Agreement and the transactions contemplated hereby have has been duly authorized, executed and validly authorized by all requisite limited liability company action on its part. This Agreement constitutes, and all agreements and instruments delivered by it pursuant hereto constitute, the legal, valid Purchase and constitutes ▇ ▇▇▇▇▇ ▇▇d legally binding obligations agreement of itPurchaser, enforceable in accordance with their respective its terms, subject, however, subject to the effects of bankruptcy, insolvency, reorganization, moratorium reorganization and other laws for the protection of general applicability relating to or affecting creditors, as well as ’ rights and to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at lawequitable principles.

Appears in 2 contracts

Sources: Stock Purchase Agreement (Maui General Store Inc), Membership Interest Purchase Agreement (Maui General Store Inc)

Authorization and Enforceability. The execution, delivery and performance of this Agreement and the transactions contemplated hereby have been duly and validly authorized by all requisite limited liability company action on of the Purchaser and its partparent, if any. This Agreement constitutes, and all agreements and instruments delivered by it pursuant hereto constitute, constitutes the legal, valid and binding obligations obligation of itthe Purchaser, and is enforceable in accordance with their respective its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and other laws for the protection of creditorscreditors generally, as well as to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

Appears in 2 contracts

Sources: Stock Purchase Agreement (El Paso Production Holding Co), Securities Purchase Agreement (Chaparral Energy, Inc.)

Authorization and Enforceability. The execution, delivery and performance of this Agreement and the transactions contemplated hereby have been duly and validly authorized by all requisite limited liability company action on its part. This Agreement constitutes, and all agreements and instruments delivered by it pursuant hereto constitutehereto, the constitute legal, valid and binding obligations of upon it, enforceable in accordance with their respective terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and other laws for the protection of creditors, as well as to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

Appears in 2 contracts

Sources: Asset Purchase Agreement (CNX Gas CORP), Asset Purchase Agreement (CNX Gas CORP)

Authorization and Enforceability. The execution, delivery and performance of this This Agreement and the transactions contemplated hereby have has been duly and validly authorized by all requisite limited liability company action on its part. This Agreement constitutesauthorized, executed, and all agreements and instruments delivered by it pursuant hereto constitutePurchaser, and, to the best of Purchaser's knowledge, constitutes the legal, valid valid, and binding obligations obligation of itPurchaser, and is enforceable against Purchaser in accordance with their respective its terms, subject, however, except to the effects of extent such enforceability may be limited by bankruptcy, reorganization, insolvency, reorganization, moratorium and other or similar laws for of general applicability governing the protection enforcement of creditors, as well as to the rights of creditors or by the general principles of equity, equity (regardless of whether such enforceability is considered in a proceeding at law or in equity or at lawequity).

Appears in 2 contracts

Sources: Asset Purchase Agreement (NHP Retirement Housing Partners I LTD Partnership), Asset Purchase Agreement (Capital Senior Living Corp)

Authorization and Enforceability. The execution, delivery and performance of this Agreement and the transactions contemplated hereby this Transaction have been duly and validly authorized by all requisite limited liability company action on its partbehalf of Buyer. This Agreement constitutes, and all agreements and instruments delivered other documents executed by it pursuant hereto constitute, the Buyer in connection with this Transaction constitute Buyer’s legal, valid and binding obligations of itobligations, enforceable in accordance with their respective terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and other similar laws for the protection of creditors, creditors and equitable principles which may limit the availability of certain equitable remedies (such as well as to general principles of equity, regardless of whether such enforceability is considered specific performance) in a proceeding in equity or at lawcertain instances.

Appears in 2 contracts

Sources: Purchase and Sale Agreement (Arete Industries Inc), Purchase and Sale Agreement (Arete Industries Inc)

Authorization and Enforceability. The execution, delivery and performance of this Agreement and the transactions contemplated hereby have been duly and validly authorized by all requisite limited liability company action on its Seller’s and Shareholder’s part. This Agreement constitutes, constitutes each of Seller’s and all agreements and instruments delivered by it pursuant hereto constitute, the Shareholder’s legal, valid and binding obligations of itobligation, enforceable in accordance with their respective its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and other laws for the protection of creditors, as well as to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Rio Vista Energy Partners Lp), Asset Purchase Agreement (Penn Octane Corp)

Authorization and Enforceability. The execution, delivery and performance of this Agreement and the transactions contemplated hereby Transaction have been duly and validly authorized by all requisite limited liability company action on its partbehalf of Buyer. This Agreement constitutes, and all agreements and instruments delivered by it pursuant hereto constitute, the constitutes Buyer's legal, valid and binding obligations of itobligation, enforceable in accordance with their respective its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and other similar laws for the protection of creditors, as well as to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

Appears in 1 contract

Sources: Purchase and Sale Agreement (Bill Barrett Corp)

Authorization and Enforceability. The execution, delivery and performance of this Agreement (and the transactions contemplated hereby have been that of any agreement executed by Seller pursuant hereto) is duly and validly authorized by all requisite limited liability company action on its part. This Agreement constitutesauthorized, and all agreements this Agreement has been duly executed and instruments delivered by it pursuant hereto constitute, and constitutes the legal, valid and binding obligations obligation of itSeller, enforceable in accordance with their respective its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and other laws for the protection of creditors, as well as to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

Appears in 1 contract

Sources: Purchase and Sale Agreement (PetroHunter Energy Corp)

Authorization and Enforceability. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by Seller have been duly authorized and validly authorized approved by all requisite limited liability company action on its partnecessary corporate action. This Agreement constitutes, and all agreements and instruments delivered by it pursuant hereto constitute, constitutes the legal, valid and binding obligations obligation of itSeller, enforceable against Seller in accordance with their respective its terms, subjectexcept as enforceability may be limited by applicable bankruptcy, however, to the effects of bankruptcyexaminership, insolvency, reorganization, moratorium and or other similar laws for of general application affecting the protection rights of creditors, as well as to creditors generally or by general principles of equity, equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 1 contract

Sources: Aircraft Purchase Agreement (Bridger Aerospace Group Holdings, Inc.)

Authorization and Enforceability. The execution, delivery and performance of this Agreement and the transactions contemplated hereby Transaction have been duly and validly authorized by all requisite limited liability company action on its partbehalf of Buyer. This Agreement constitutes, and all agreements and instruments delivered by it pursuant hereto constitute, the constitutes Buyer’s legal, valid and binding obligations of itobligation, enforceable in accordance with their respective its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and other similar laws for the protection of creditors, as well as to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.. 11

Appears in 1 contract

Sources: Purchase and Sale Agreement (CorEnergy Infrastructure Trust, Inc.)

Authorization and Enforceability. The execution, delivery and performance of this Agreement and the transactions contemplated hereby have been duly and validly authorized by all requisite limited liability company action on its partactions of the Seller. This Agreement constitutes, and all agreements and instruments delivered by it pursuant hereto constitute, constitutes the legal, valid and binding obligations obligation of itthe Seller, and is enforceable in accordance with their respective its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and other laws for the protection of creditors, as well as to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

Appears in 1 contract

Sources: Stock Purchase Agreement (Questar Market Resources Inc)

Authorization and Enforceability. The execution, delivery and performance of this Agreement and the transactions contemplated hereby have been duly and validly authorized by all requisite limited liability company corporate action on in its part. This Agreement constitutes, and all agreements and instruments delivered by it pursuant hereto constitute, constitutes the legal, valid and binding obligations obligation of itBuyer, enforceable in accordance with their respective its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and other similar laws for the protection of creditors, as well as to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

Appears in 1 contract

Sources: Purchase and Sale Agreement (Ring Energy, Inc.)

Authorization and Enforceability. The execution, delivery and performance of this Agreement and the transactions contemplated hereby and the Agreements attached as Exhibits B and C hereto have been duly and validly authorized by all requisite limited liability company action on its partof the Purchaser. This Agreement constitutes, and all agreements and instruments delivered by it pursuant hereto constitute, These Agreements constitute the legal, valid and binding obligations obligation of itthe Purchaser, are enforceable in accordance with their respective its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and other laws for the protection of creditors, as well as to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

Appears in 1 contract

Sources: Membership Interest Purchase Agreement (Teton Petroleum Co)

Authorization and Enforceability. The execution, delivery and performance of this Agreement and the transactions contemplated hereby have by Buyer has been duly and validly authorized by all requisite limited liability company necessary corporate action on its part. This Agreement constitutesthe part of Buyer, and all agreements and instruments delivered by it pursuant hereto constitute, the constitutes a legal, valid and binding obligations obligation of it, Buyer enforceable against Buyer in accordance with their respective its terms, subject, however, to the effects of except as such enforceability may be limited by: (i) applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws for affecting the protection enforcement of creditors, as well as to ' rights generally; and (ii) general principles of equity, equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 1 contract

Sources: Stock Purchase Agreement (Ultrapetrol Bahamas LTD)

Authorization and Enforceability. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by Purchaser have been duly authorized and validly authorized approved by all requisite limited liability company action on its partnecessary action, including approval of Purchaser’s board of managers or equivalent governing authority. This Agreement constitutes, and all agreements and instruments delivered by it pursuant hereto constitute, constitutes the legal, valid and binding obligations obligation of itPurchaser, enforceable against Purchaser in accordance with their respective its terms, subject, however, to the effects of except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws and other laws for the protection of creditors, as well as subject to general principles of equity, equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 1 contract

Sources: Aircraft Purchase Agreement (Bridger Aerospace Group Holdings, Inc.)

Authorization and Enforceability. The execution, delivery and performance of this Agreement and the transactions contemplated hereby Transaction have been duly and validly authorized by all requisite limited liability company corporate action on its partbehalf of Buyer. This Agreement constitutes, and all agreements and instruments delivered by it pursuant hereto constitute, the constitutes Buyer’s legal, valid and binding obligations of itobligation, enforceable in accordance with their respective its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and other similar laws for the protection of creditors, as well as to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

Appears in 1 contract

Sources: Purchase and Sale Agreement (Western Gas Partners LP)

Authorization and Enforceability. The execution, delivery and performance of this Agreement and the transactions contemplated hereby this Transaction have been duly and validly authorized by all requisite limited liability company action on its partpursuant to the governing documents of Buyer. This Agreement constitutes, and all agreements and instruments delivered each other document executed by it pursuant hereto constitute, the Buyer in connection with this Transaction constitutes Buyer’s legal, valid and binding obligations of itobligation, enforceable against Buyer in accordance with their respective terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and other similar laws for the protection of creditors, creditors and equitable principles which may limit the availability of certain equitable remedies (such as well as to general principles of equity, regardless of whether such enforceability is considered specific performance) in a proceeding in equity or at lawcertain instances.

Appears in 1 contract

Sources: Purchase and Sale Agreement (Synergy Resources Corp)

Authorization and Enforceability. The execution, delivery and performance of this Agreement Agreement, the payment of the Purchase Price and the other transactions contemplated hereby have been duly and validly authorized by all requisite limited liability company action on its partbehalf of Buyer and this Agreement has been duly executed and delivered by Buyer. This Agreement constitutes, and all agreements and instruments delivered by it pursuant hereto constitute, constitutes the legal, valid and binding obligations obligation of itBuyer, enforceable in accordance with their respective its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and other similar laws for the protection of creditors, as well as to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

Appears in 1 contract

Sources: Asset Purchase and Sale Agreement (Plains Exploration & Production Co)

Authorization and Enforceability. The execution, delivery and performance of this Agreement Agreement, and the transactions transaction contemplated hereby hereby, have been duly and validly authorized by all requisite limited liability company necessary action on its partthe part of Purchaser. This Agreement constitutes, and all agreements and instruments delivered by it pursuant hereto constitute, constitutes the legal, valid and binding obligations obligation of itPurchaser, enforceable in accordance with their respective terms, subject, however, to its terms except as such enforceability may be limited by applicable bankruptcy or other similar laws affecting the effects rights and remedies of bankruptcy, insolvency, reorganization, moratorium and other laws for the protection of creditors, creditors generally as well as to general principles of equity, equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Appears in 1 contract

Sources: Purchase and Sale Agreement (Inform Worldwide Holdings Inc)

Authorization and Enforceability. The execution, delivery and performance of this Agreement and the transactions contemplated hereby Transaction have been duly and validly authorized by all requisite limited liability company action on its partbehalf of Buyer. This Agreement constitutes, and all agreements and instruments delivered by it pursuant hereto constitute, the constitutes Buyer’s legal, valid and binding obligations of itobligation, enforceable in accordance with their respective its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and other similar laws for the protection of creditors, as well as to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

Appears in 1 contract

Sources: Purchase and Sale Agreement (Viking Energy Group, Inc.)

Authorization and Enforceability. The execution, delivery and performance of this Agreement and the transactions contemplated hereby have been duly and validly authorized by all requisite limited liability company corporate action on its Buyer's part. This Agreement constitutes, and all agreements and instruments delivered by it pursuant hereto constitute, the constitutes Buyer's legal, valid and binding obligations of itobligation, enforceable in accordance with their respective its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and other similar laws for the protection of creditors, as well as to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

Appears in 1 contract

Sources: Purchase and Sale Agreement (Kansas City Power & Light Co)

Authorization and Enforceability. The execution, delivery and performance of this Agreement and the transactions contemplated hereby have been duly and validly authorized by all requisite limited liability company action on its partof the Purchaser and Questar Corporation. This Agreement constitutes, and all agreements and instruments delivered by it pursuant hereto constitute, constitutes the legal, valid and binding obligations obligation of itthe Purchaser, and is enforceable in accordance with their respective its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and other laws for the protection of creditors, as well as to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

Appears in 1 contract

Sources: Stock Purchase Agreement (Questar Market Resources Inc)

Authorization and Enforceability. The execution, delivery and performance of this Agreement (and the transactions contemplated hereby have been that of any agreement executed by Seller pursuant hereto) is duly and validly authorized by all requisite limited liability company corporate action on its part. This Agreement constitutesbehalf of Seller, has been duly executed and all agreements delivered and instruments delivered by it pursuant hereto constitute, constitutes the legal, valid and binding obligations obligation of itSeller, enforceable in accordance with their respective its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and other laws for the protection of creditors, as well as to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

Appears in 1 contract

Sources: Sale and Purchase Agreement (Hyperdynamics Corp)

Authorization and Enforceability. The execution, delivery and performance of this Agreement and the transactions contemplated hereby by Buyer have been duly and validly authorized by all requisite limited liability company action on its part. This Agreement constitutesthe part of Buyer, and this Agreement and all agreements other agreements, instruments and instruments delivered documents referred to herein or contemplated hereby and executed by it pursuant hereto constituteBuyer constitute valid, the legal, valid binding and binding enforceable obligations of it, enforceable Buyer in accordance with their respective terms, subject, however, subject to the effects enforcement of involuntary bankruptcy, insolvency, reorganization, moratorium reorganization and other laws for the protection of creditors, as well as general applicability relating to or affecting creditors rights' and to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at lawequitable principles.

Appears in 1 contract

Sources: Stock Purchase Agreement (Walnut Financial Services Inc)

Authorization and Enforceability. The execution, delivery and performance of this Agreement and the transactions contemplated hereby by this Agreement have been duly and validly authorized by all requisite limited liability company corporate action on its partbehalf of Buyer. This Agreement constitutes, and all agreements and instruments delivered by it pursuant hereto constitute, the constitutes Buyer’s legal, valid and binding obligations of itobligation, enforceable in accordance with their respective its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and other similar laws for the protection of creditors, as well as to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

Appears in 1 contract

Sources: Sale and Purchase Agreement (Hyperdynamics Corp)

Authorization and Enforceability. The execution, delivery and performance of this Agreement and the transactions contemplated hereby have been duly and validly authorized by all requisite limited liability company corporate action on its part. This Agreement constitutes, and all agreements and instruments delivered by it pursuant hereto constitutehereto, the constitute legal, valid and binding obligations of upon it, enforceable in accordance with their respective terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and other laws for the protection of creditors, as well as to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

Appears in 1 contract

Sources: Asset Exchange Agreement (CNX Gas CORP)

Authorization and Enforceability. The execution, delivery and performance of this Agreement and the transactions contemplated hereby have been duly and validly authorized by all requisite limited liability company corporate action on its part. This Agreement constitutes, and all agreements and instruments delivered by it pursuant hereto constitute, constitutes the legal, valid and binding obligations obligation of itBuyer, enforceable in accordance with their respective its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and other similar laws for the protection of creditors, as well as to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

Appears in 1 contract

Sources: Purchase and Sale Agreement (Bill Barrett Corp)