Validity and Enforceability of Agreement Sample Clauses

Validity and Enforceability of Agreement. The parties further agree that this contract is valid and enforceable in any action that may hereafter be commenced by either party in any jurisdiction.
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Validity and Enforceability of Agreement. This Agreement constitutes its legal, valid, and binding obligation, enforceable in accordance with its terms, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws affecting creditors’ rights generally.
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Validity and Enforceability of Agreement. All proceedings or corporate actions required to be taken by the Buyer relative to the execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been or will shortly be properly taken. This Agreement has been duly executed on behalf of the Buyer and is a valid and binding obligation of the Buyer, enforceable in accordance with its terms, except as such enforcement may be affected by (i) laws of general application relating to the enforcement of creditors' rights, or (ii) the availability of equitable remedies which are subject to the discretion of the court before which any proceedings therefor may be brought.
Sample 1
Validity and Enforceability of Agreement. (a) This Agreement and all other documents as contemplated hereby constitute legal, valid and binding obligations of the Purchasers enforceable against the Purchasers under German Law in accordance with their respective terms. There are no proceedings pending, or to the Purchasers’ Best Knowledge threatened, or which ought reasonably to be expected against or affecting the Purchasers before any court or arbitral or governmental body which in any manner challenges or seeks to prevent, forbid, alter or materially delay the transactions contemplated by this Agreement by any third party on any legal basis, including the voidance (Anfechtung) under the Laws for the protection of creditor rights, and there are no facts or circumstances likely to give rise to any such challenge.
Sample 1
Validity and Enforceability of Agreement. 2.1 This Agreement and all other documents as contemplated hereby constitute legal, valid and binding obligations of each respective Seller, enforceable against each of them under German law and under the applicable Laws of the country in which such Seller has its statutory seat in accordance with its respective terms. There are no proceedings pending, or to Sellers’ Best Knowledge threatened in writing against or affecting any Seller or the Target Group Companies, before any court or arbitral or governmental body that challenges or seeks to prevent, alter or delay the transactions contemplated by this Agreement by any third party on any legal basis, including the rescission (Anfechtung) under the applicable Laws for the protection of creditor rights, and there are no facts or circumstances that would reasonably be expected to give rise to such challenge.
Sample 1
Validity and Enforceability of Agreement. Each of the Seller and DSI has the corporate power and authority to execute, deliver and, subject to the approval of the stockholders of DSI, carry out the terms and provisions of this Agreement in accordance with its terms. This Agreement has been duly authorized, executed and delivered by each of the Seller and DSI pursuant to action taken by the Boards of Directors of the Seller and DSI and constitutes a valid and binding obligation of each of the Seller and DSI enforceable in accordance with its terms.
Sample 1

Related to Validity and Enforceability of Agreement

  • Authorization, Validity and Enforceability The execution, delivery and performance of all Loan Documents executed by Borrower are within Borrower’s powers, have been duly authorized, and are not in conflict with Borrower’s certificate of incorporation or by-laws, or the terms of any charter or other organizational document of Borrower, as amended from time to time; and all such Loan Documents constitute valid and binding obligations of Borrower, enforceable in accordance with their terms (except as may be limited by bankruptcy, insolvency and similar laws affecting the enforcement of creditors’ rights in general, and subject to general principles of equity).

  • Validity and Enforceability The Company and its Subsidiaries’ rights in the Company-Owned IP are valid, subsisting, and enforceable, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and each of its Subsidiaries have taken reasonable steps to maintain the Company IP and to protect and preserve the confidentiality of all trade secrets included in the Company IP, except where the failure to take such actions would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

  • Severability and Enforceability If any court of competent jurisdiction declares any provision of this Agreement invalid, void or unenforceable in whole or in part, for any reason, it shall be deemed not to affect or impair the validity of the remainder of this Agreement, which shall remain in full force and effect. To the extent that any court of competent jurisdiction concludes that any provision of this Agreement is void or voidable, the court shall reform such provision(s) to render the provision(s) enforceable, but only to the extent absolutely necessary to render the provision(s) enforceable.

  • Authorization and Enforceability This Agreement constitutes Buyer’s legal, valid and binding obligation, enforceable in accordance with its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and other laws for the protection of creditors, as well as to general principles of equity, regardless whether such enforceability is considered in a proceeding in equity or at law.

  • Validity; Enforceability This Agreement has been duly executed and delivered by the Company, and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by, or subject to, any bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and subject to general principles of equity.

  • Authority and Enforceability The execution and delivery of this Agreement and the documents to be executed and delivered at the Closing pursuant to the transactions contemplated hereby, and performance in accordance with the terms hereof and thereof, have been duly authorized by Seller and all such documents constitute valid and binding agreements of Seller enforceable in accordance with their terms.

  • 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.

  • Due Authorization and Enforceability This Agreement and each Subscription Agreement has been duly authorized, executed and delivered by the Company, and constitutes a valid, legal and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as rights to indemnity hereunder may be limited by federal or state securities laws and except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity.

  • 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.

  • Legal Enforceability Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without prejudice to any rights or remedies otherwise available to any party hereto, each party hereto acknowledges that damages would be an inadequate remedy for any breach of the provisions of this Agreement and agrees that the obligations of the parties hereunder shall be specifically enforceable.

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