Enforceability; Validity Clause Samples

Enforceability; Validity. Irreparable damage would result in the event that the provisions of this Agreement are not specifically enforced. Therefore, the rights to, or obligations of, the parties hereto shall be enforceable in a court of equity by a decree of specific performance and appropriate injunctive relief may be applied for and granted in connection therewith. Such remedies, and all other remedies provided for in this Agreement, shall, however, be cumulative and not exclusive and shall be in addition to any other remedies which any party may have under this Agreement or otherwise.

Enforceability; Validity. This Agreement is, and each Ancillary Agreement to be executed and delivered by Seller at the Closing will be, duly and validly executed and delivered by Seller, and this Agreement is, and each Ancillary Agreement to be executed and delivered by Seller at the Closing will be, a validly and legally binding obligation of Seller, enforceable against Seller in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency or other similar laws affecting or relating to enforcement of creditors’ rights generally or general principles of equity. Neither the execution and delivery of this Agreement or any Ancillary Agreement nor the performance by Seller of the provisions of this Agreement or Ancillary Agreement will (a) violate the Governing Documents of Seller, (b) result in a default (or give rise to any right of termination, cancellation or acceleration) under any note, bond, mortgage, indenture, license, agreement or other instrument or license to which Seller is a party or by which Seller, the Projects or any of the Purchased Assets are bound, or (c) violate any Law or Order by which Seller, the Projects or the Purchased Assets are bound, except, in the case of the foregoing clauses (b) and (c), as would not prevent the Closing or Seller’s performance of this Agreement.

Enforceability; Validity. All applicable filing, maintenance and other fees required to be paid to maintain the Licensed Patents in the Territory as of the Effective Date have been timely paid (as such due date may be extended in accordance with Applicable Law or patent authority rules and regulations);

Enforceability; Validity. 17.2.1 No Material Contract is unlawful, invalid, non-binding or unenforceable, against the Company or any other party which is a party to such Material Contract. 17.2.2 There are no grounds for termination, avoidance or repudiation of, any Material Contract. No party with whom the Company has entered into any Material Contract has given any notice of its intention to terminate, or has otherwise tried to repudiate or disclaim, the agreement, arrangement or obligation under such Material Contract.

Enforceability; Validity. This Agreement is, and each Ancillary Agreement to be executed and delivered by Buyer at the Closing will be, duly and validly executed and delivered by Buyer, and this Agreement is, and each Ancillary Agreement to be executed and delivered by Buyer at the Closing will be, a validly and legally binding obligation of Buyer, enforceable against Buyer in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency or other similar laws affecting or relating to enforcement of creditors’ rights generally or general principles of equity. Neither the execution and delivery of this Agreement or any such other agreement nor the performance by Buyer of the provisions of this Agreement or any such other agreement will (a) violate the Buyer’s Governing Documents, (b) violate any Law or Order by which Buyer is bound, or (c) result in a default (or give rise to any right of termination, cancellation or acceleration) under any note, bond, mortgage, indenture, license, agreement or other instrument or license to which Buyer is a party or by which Buyer or its property is bound, except, in the case of the foregoing clauses (b) and (c), as would not prevent the Closing or Buyer’s performance of this Agreement.

Enforceability; Validity. Each Shareholder expressly agrees that this Agreement shall be specifically enforceable in any court of competent jurisdiction in accordance with its terms against each of the parties hereto, provided, however, that this Agreement shall be null and void from and after the termination dates specified in Article XII.

Enforceability; Validity. This Agreement and the other Rexahn Transaction Documents have been duly executed and delivered by Rexahn, and constitute the legal, valid and binding obligations of Rexahn, enforceable against Rexahn in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

Enforceability; Validity. The Company, LHC and ▇▇▇▇▇▇▇▇▇ shall take any and all actions necessary for the enforceability of this Agreement and the Voting Trust under Delaware Law, including without limitation any necessary filings or actions required by Section 218 of the General Corporation Law of Delaware. Each of LHC and ▇▇▇▇▇▇▇▇▇ expressly agrees that this Agreement shall be specifically enforceable in any court of competent jurisdiction in accordance with its terms.

Enforceability; Validity. Westport and the Bank expressly agree that this Agreement shall be specifically enforceable in any court of competent jurisdiction in accordance with its terms against it and that all of the covenants and agreements contained in this Agreement shall be binding upon and enforceable against Westport and the Bank and their successors, assigns, or other legal representatives. This Agreement constitutes the entire agreement between the parties as to the subject hereto, and shall take precedence over any actual or alleged prior agreement, whether written or oral. This Agreement may be modified only in writing executed by the parties hereto, their successors, assigns or other legal representatives.