Binding and Enforceable Agreements Sample Clauses

Binding and Enforceable Agreements. To the best of the Company’s knowledge, all agreements between the Company or any of the Subsidiaries and third parties expressly referenced in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus are legal, valid and binding obligations of the Company or such Subsidiary, enforceable in accordance with their respective terms, except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity other than where such failure would not have a Material Adverse Effect.
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Binding and Enforceable Agreements. To the Company’s knowledge, all agreements between the Company or any of the Subsidiaries and third parties expressly referenced in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus are legal, valid and binding obligations of the Company or such Subsidiary, enforceable in accordance with their respective terms, except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity.
Binding and Enforceable Agreements. The Transaction Documents have been or will be duly executed and delivered by the Warrantors and the Target Companies (if applicable), and constitute or will constitute valid and binding obligations ​ Exhibit III of the Warrantors and the Target Companies (if applicable) which can be enforceable in accordance with their respective terms.
Binding and Enforceable Agreements. This Agreement is and is intended to be a fully binding and enforceable contract between the parties hereto notwithstanding that the parties are currently indirectly owned by the same shareholder. Each party hereto expressly acknowledges that certain third parties, including the separate creditors of each party hereto, are relying upon (i) the binding and enforceable nature hereof by each party against the others and (ii) the separate assets and liabilities of each party hereto. Each party hereto therefore agrees that this Agreement shall not be amended or modified except in accordance with the terms of the FADAA. Each party hereto further agrees not to challenge or seek to set aside this Agreement or the transactions contemplated hereby (whether in any bankruptcy or insolvency proceeding or otherwise) based upon any assertion that such transactions do not contain arm's-length terms or upon any direct or indirect common ownership of the parties hereto.

Related to Binding and Enforceable Agreements

  • Valid, Binding and Enforceable This Amendment and any assignment or other instrument, document or agreement executed and delivered in connection herewith, will be valid, binding and enforceable in accordance with their respective terms.

  • Legally Enforceable Agreements Each Loan Document is a legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency and other similar laws affecting creditors' rights generally.

  • Valid and Enforceable Agreement; No Violations This Agreement has been duly executed and delivered by the Undersigned and the Holder and constitutes a legal, valid and binding obligation of the Undersigned and the Holder, enforceable against the Undersigned and the Holder in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, and (b) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (the “Enforceability Exceptions”). This Agreement and consummation of the Exchange will not violate, conflict with or result in a breach of or default under (i) the Undersigned’s or the Holder’s organizational documents, (ii) any agreement or instrument to which the Undersigned or the Holder is a party or by which the Undersigned or the Holder or any of their respective assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Undersigned or the Holder.

  • Legally Enforceable Agreement This Agreement is, and each of the other Loan Documents when delivered under this Agreement will be, a legal, valid and binding obligation of each Borrower and each of its Subsidiaries party thereto, enforceable against it in accordance with its respective terms.

  • Valid and Enforceable Agreement; Authorization This Agreement has been duly executed and delivered by the Holder and constitutes a legal, valid and binding obligation of the Holder, enforceable against the Holder in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, and (b) general principles of equity.

  • Valid and Enforceable All Company IP is valid, subsisting and enforceable. Without limiting the generality of the foregoing:

  • Authorization, Execution and Enforceability It has full limited liability company power and authority to execute and deliver this Agreement and each other Investment Document to which it is a party, to make its respective Equity Capital Contributions and to consummate the transactions contemplated hereunder and thereunder. The execution and delivery by it of this Agreement and each other Investment Document to which it is a party and the consummation by it of the transactions contemplated hereunder and thereunder, have been duly authorized by all necessary limited liability company action. This Agreement and each other Investment Document to which it is a party has been duly executed and delivered by it. This Agreement and each other Investment Document to which it is a party constitute its valid and binding obligation, enforceable against it in accordance with its respective terms except as such terms may be limited by (i) bankruptcy, insolvency or similar laws affecting creditors’ rights generally or (ii) general principles of equity, whether considered in a proceeding in equity or at law.

  • Execution and Enforceability This Agreement has been duly executed and delivered by the Assuming Institution and when this Agreement has been duly authorized, executed and delivered by the Corporation and the Receiver, this Agreement will constitute the legal, valid and binding obligation of the Assuming Institution, enforceable in accordance with its terms.

  • Binding Agreements This Agreement and the other Financing Documents executed and delivered by the Borrowers have been properly executed and delivered and constitute the valid and legally binding obligations of the Borrowers and are fully enforceable against each of the Borrowers in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties, and general principles of equity regardless of whether applied in a proceeding in equity or at law.

  • Customary and Enforceable Provisions 8. For each of the Receivables, determined that the Retail Contract was documented on a blank form approved by in-house legal counsel or that legal advice had been rendered that the Retail Contract contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for realization against the collateral.

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