Execution and Delivery; Valid and Binding Agreement. (a) The execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party by Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite action on the part of Seller, and no other proceedings on Seller’s part are necessary to authorize the execution, delivery or performance of this Agreement or the other Transaction Documents to which it is a party; and (b) Assuming that this Agreement and the other Transaction Documents to which Buyer is a party are valid and binding obligation of Buyer, this Agreement and the other Transaction Documents to which Seller is a party constitute valid and binding obligations of Seller, enforceable in accordance with their terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium laws or other similar laws affecting creditors’ rights, and (ii) applicable principles of equity affecting the availability of specific performance and other equitable remedies.
Appears in 2 contracts
Sources: Stock Purchase Agreement, Stock Purchase Agreement (Compass Diversified Holdings)