Binding Effect and Noncontravention. (a) Each Transaction Document to which such Seller is a party constitutes a valid and binding obligation of such Seller which is enforceable against such Seller in accordance with its terms, except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and (ii) applicable equitable principles (whether considered in a proceeding at law or in equity).
Binding Effect and Noncontravention. (a) Each Transaction Document to which the Purchaser is a party constitutes a valid and binding obligation of the Purchaser which is enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and (ii) applicable equitable principles (whether considered in a proceeding at law or in equity).
Binding Effect and Noncontravention. (a) The Transaction Documents to which each Company is a party, when executed and delivered by the applicable company, will constitute a valid and binding obligation of such company, enforceable against such company in accordance with its terms except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and (ii) applicable equitable principles (whether considered in a proceeding at law or in equity).
Binding Effect and Noncontravention. (a) This Agreement has been duly executed and delivered by Parent and Buyer and constitutes, and each other Transaction Document to which Parent or Buyer is a party when executed and delivered will constitute, a valid and binding obligation of Buyer or Parent, as applicable, enforceable against Parent or Buyer, as applicable in accordance with its terms except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and (ii) applicable equitable principles (whether considered in a proceeding at law or in equity).
Binding Effect and Noncontravention. (a) This Agreement has been duly executed and delivered by Seller and constitutes, and each other Transaction Document to which Seller is a party when executed and delivered will constitute, a valid and binding obligation of Seller, enforceable against Seller, in accordance with its terms except as such enforceability may be limited by: (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors' rights generally; and (ii) applicable equitable principles (whether considered in a proceeding at law or in equity).
Binding Effect and Noncontravention. (a) Each of this Agreement and the other Transaction Documents to which Seller is a party has been, or to the extent such Transaction Documents are required by the terms of this Agreement to be delivered at Closing, will at or prior to Closing be, duly executed and delivered by Seller and, assuming due execution and delivery by each of the other parties thereto, constitute valid and binding obligations of Seller, enforceable against Seller in accordance with their terms except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally or (ii) applicable equitable principles (whether considered in a proceeding at law or in equity). (b) The execution, delivery and performance by Seller of this Agreement and of each other Transaction Document to which Seller is a party do not and will not (i) violate any Legal
Binding Effect and Noncontravention. (a) Each of this Agreement and the other Transaction Documents to which Buyer is a party has been, or to the extent such Transaction Documents are required by this Agreement to be delivered at Closing, will at or prior to Closing be, duly executed and delivered by Buyer and, assuming due execution and delivery by each of the other parties thereto and constitute valid and binding obligations of Buyer, enforceable against Buyer in accordance with their terms except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally or (ii) applicable equitable principles (whether considered in a proceeding at law or in equity). (b) The execution, delivery and performance by Buyer of this Agreement and of each other Transaction Document to which Buyer is a party do not and will not (i) violate any Legal Requirement to which Buyer is subject or the certificate of formation or limited liability company agreement of Buyer, (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Buyer is a party or by which Buyer is bound or to which the assets of Buyer is subject, (iii) result in the creation of any Lien on any assets of Buyer, or (iv) require any authorization, consent, approval, filing (other than filings in the normal course of business of Buyer), registration or notice by or to any Person, which, in any such case, would reasonably be expected to have a Material Adverse Effect on Buyer. Section 4.3
Binding Effect and Noncontravention. (a) This Agreement has been, and upon execution and delivery, the other Transaction Documents to which the Buyer or Merger Sub is a party will be, duly executed and delivered by the Buyer and Merger Sub.
Binding Effect and Noncontravention. (a) Each of this Agreement and the other Transaction Documents to which Issuer is a party has been, or to the extent such Transaction Documents are required by this Agreement to be delivered at Closing, will at or prior to Closing be, duly executed and delivered by Issuer and, assuming due execution and delivery by each of the other parties hereto and constitute valid and binding obligations of Issuer, enforceable against Issuer in accordance with their terms except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally or (ii) applicable equitable principles (whether considered in a proceeding at law or in equity). (b) The execution, delivery and performance by Issuer of this Agreement and of each other Transaction Document to which Issuer is a party do not and will not (i) violate any Legal Requirement to which Issuer, any Qualified Issuer Subsidiary or, to the Knowledge of Issuer, any Trilogy Entity, is subject or the Issuer Charter or bylaws of Issuer, (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Issuer is a party or by which Issuer is bound or to which the assets of Issuer, any Qualified Issuer Subsidiary or, to the Knowledge of Issuer, any Trilogy Entity, is subject, (iii) result in the
Binding Effect and Noncontravention. (a) Each Transaction Document to which the Purchaser or Ceragon is a party constitutes, or when executed will constitute, a valid and binding obligation of the Purchaser and/or Ceragon, as applicable, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to or affecting the enforcement of creditors’ rights generally.
