Common use of Authorization; Binding Effect; No Breach Clause in Contracts

Authorization; Binding Effect; No Breach. 3.2.1 The execution, delivery and performance of each Transaction Document to which the Purchaser or any of the other Designated Purchasers is a Party have been duly authorized by the Purchaser and the other relevant Designated Purchaser, as applicable. Each Transaction Document to which the Purchaser or any other Designated Purchaser is a Party constitutes, or upon execution thereof will constitute, a valid and binding obligation of the Purchaser or such other Designated Purchaser, as applicable, enforceable against such Person in accordance with its respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization and other similar Laws affecting generally the enforcement of the rights of contracting Parties, by provision of Laws regarding the currency of judgments, and subject to a court’s discretionary authority with respect to the granting of a decree ordering specific performance or other equitable remedies.

Appears in 2 contracts

Samples: Share and Asset Sale Agreement (Nortel Networks LTD), Share and Asset Sale Agreement (Nortel Networks Corp)

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Authorization; Binding Effect; No Breach. 3.2.1 (1) The execution, delivery and performance of each Transaction Document to which the Purchaser Seller or any of the other Designated Purchasers is Sellers is, or on the Closing Date will become, a Party have been duly authorized by the Purchaser and Seller, or shall at the other applicable Closing be duly authorized by the relevant Designated PurchaserSellers, as applicable. Each Transaction Document to which the Purchaser Seller or any other a Designated Purchaser Seller is a Party constitutes, or upon execution thereof will constitute, a valid and binding obligation of the Purchaser Seller or such other the Designated PurchaserSeller, as applicable, enforceable against such Person it in accordance with its respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization and other similar Laws affecting generally the enforcement of the rights of contracting Partiesparties, by provision provisions of the Laws regarding the currency of judgments, judgments and subject to a court’s discretionary authority with respect to the granting of a decree ordering specific performance or other equitable remedies.

Appears in 1 contract

Samples: Asset Purchase Agreement (Nortel Networks LTD)

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Authorization; Binding Effect; No Breach. 3.2.1 (1) The execution, delivery and performance of each Transaction Document to which the Purchaser or any of the other Designated Purchasers is is, or on the Closing Date will be, a Party have been duly authorized by the Purchaser and the other relevant Designated Purchaser, as applicable. Each Transaction Document to which the Purchaser or any other a Designated Purchaser is a Party constitutes, or upon execution thereof will constitute, a valid and binding obligation of the Purchaser or such other the Designated Purchaser, as applicable, enforceable against such Person in accordance with its respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization and other similar Laws affecting generally the enforcement of the rights of contracting Parties, by provision of Laws regarding the currency of judgments, and subject to a court’s discretionary authority with respect to the granting of a decree ordering specific performance or other equitable remedies.

Appears in 1 contract

Samples: Asset Purchase Agreement (Nortel Networks LTD)

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